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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-Q

(MARK ONE)

|/x/ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ---------------------------------------------------------------------------------------

FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2001

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 NO. 000-25285

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

DELAWARE(State or other jurisdiction of
incorporation or organization)

94-2669809(I.R.S. Employer Identification No.)


500 AIRPORT BOULEVARD, 2ND FLOOR, BURLINGAME, CALIFORNIA 94010-1904(Address of principal executive offices, including zip code)

650-696-1800(Registrant's telephone number, including area code)

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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 the registrant's Common Stock, par value $0.001, outstanding as of November 30, 2001 was 40,197,979.

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INDEX

|       |  |                                                                                                                                           |  | Page
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|       |  | PART I FINANCIAL INFORMATION                                                                                                              |  |     
|       |  |                                                                                                                                           |  |     
|Item 1 |  | Financial Statements:                                                                                                                     |  |     
|       |  | Condensed Consolidated Balance Sheets as of October 31, 2001 and January 31, 2001                                                         |  | 3   
|       |  | Condensed Consolidated Statements of Income and Comprehensive Income for the Three Months and Nine Months Ended October 31, 2001 and 2000 |  | 4   
|       |  | Condensed Consolidated Statements of Cash Flows for the Nine Months Ended October 31, 2001 and 2000                                       |  | 5   
|       |  | Notes to Condensed Consolidated Financial Statements                                                                                      |  | 6   
|Item 2 |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                                                     |  | 9   
|Item 3 |  | Quantitative and Qualitative Disclosures About Market Risk                                                                                |  | 24  
|       |  | PART II OTHER INFORMATION                                                                                                                 |  |     
|Item 1 |  | Legal Proceedings                                                                                                                         |  | 25  
|Item 2 |  | Change in Securities and Use of Proceeds                                                                                                  |  | 25  
|Item 4 |  | Submission of Matters to a Vote of Security Holders                                                                                       |  | 25  
|Item 5 |  | Other Information                                                                                                                         |  | 25  
|Item 6 |  | Exhibits and Reports on Form 8-K                                                                                                          |  | 25  
|       |  | Signatures                                                                                                                                |  | 26  

2

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PART IFINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SERENA SOFTWARE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

|                                         |                                                                                                                                                                                       | October 31,
2001                           |           | January 31,
2001 |            
|---------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | --------- | ---------------- | -----------
|
|Current assets:                          |                                                                                                                                                                                       |                                            |           |                  |            
|                                         | Cash and cash equivalents                                                                                                                                                             |                                            | $         | 92,103,309       |            
|                                         | Short-term investments                                                                                                                                                                |                                            |           | 34,496,282       |            
|                                         | Accounts receivable, net of allowance of $833,270 and $1,071,670 at October 31 and January 31, 2001, respectively                                                                     |                                            |           | 12,841,464       |            
|                                         | Deferred taxes                                                                                                                                                                        |                                            |           | 7,875,267        |            
|                                         | Prepaid expenses and other current assets                                                                                                                                             |                                            |           | 649,097          |            
|                                         |                                                                                                                                                                                       |                                            |           |                  |            
|                                         |                                                                                                                                                                                       | Total current assets                       |           |                  | 147,965,419
|                                         | Long-term investments                                                                                                                                                                 |                                            |           | 15,390,625       |            
|                                         | Property and equipment, net                                                                                                                                                           |                                            |           | 3,367,546        |            
|                                         | Goodwill and other intangible assets, net                                                                                                                                             |                                            |           | 52,215,904       |            
|                                         | Other assets                                                                                                                                                                          |                                            |           | 202,297          |            
|                                         |                                                                                                                                                                                       |                                            |           |                  |            
|                                         |                                                                                                                                                                                       | TOTAL ASSETS                               |           | $                | 219,141,791
|                                         |                                                                                                                                                                                       |                                            |           |                  |            
|
|Current liabilities:                     |                                                                                                                                                                                       |                                            |           |                  |            
|                                         | Accounts payable                                                                                                                                                                      |                                            | $         | 805,663          |            
|                                         | Income taxes payable                                                                                                                                                                  |                                            |           | 1,151,788        |            
|                                         | Accrued expenses                                                                                                                                                                      |                                            |           | 12,429,111       |            
|                                         | Deferred revenue                                                                                                                                                                      |                                            |           | 19,572,636       |            
|                                         |                                                                                                                                                                                       |                                            |           |                  |            
|                                         |                                                                                                                                                                                       | Total current liabilities                  |           |                  | 33,959,198 
|Deferred revenue, net of current portion |                                                                                                                                                                                       |                                            | 7,542,388 |                  |            
|Deferred taxes                           |                                                                                                                                                                                       |                                            | 2,969,561 |                  |            
|                                         |                                                                                                                                                                                       |                                            |           |                  |            
|                                         |                                                                                                                                                                                       | Total liabilities                          |           |                  | 44,471,147 
|                                         |                                                                                                                                                                                       |                                            |           |                  |            
|                                         |                                                                                                                                                                                       |                                            |           |                  |            
|Commitments and contingencies            |                                                                                                                                                                                       |                                            |           |                  |            
|                                         |                                                                                                                                                                                       |                                            |           |                  |            
|Stockholders' equity:                    |                                                                                                                                                                                       |                                            |           |                  |            
|                                         | Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding                                                                                      |                                            |           |                 |            
|                                         | Common stock, $0.001 par value; 90,000,000 and 60,000,000 shares authorized; 40,152,164 and 39,688,513 shares issued and outstanding at October 31 and January 31, 2001, respectively |                                            |           | 40,152           |            
|                                         | Additional paid-in capital                                                                                                                                                            |                                            |           | 119,474,577      |            
|                                         | Deferred stock-based compensation                                                                                                                                                     |                                            |           | (36,729          | )          
|                                         | Notes receivable from stockholders                                                                                                                                                    |                                            |           | (10,967,863      | )          
|                                         | Accumulated other comprehensive income (loss)                                                                                                                                         |                                            |           | 232,396          |            
|                                         | Retained earnings                                                                                                                                                                     |                                            |           | 65,928,111       |            
|                                         |                                                                                                                                                                                       |                                            |           |                  |            
|                                         |                                                                                                                                                                                       | Total stockholders' equity                 |           |                  | 174,670,644
|                                         |                                                                                                                                                                                       |                                            |           |                  |            
|                                         |                                                                                                                                                                                       | TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |           | $                | 219,141,791
|                                         |                                                                                                                                                                                       |                                            |           |                  |            

See accompanying notes to condensed consolidated financial statements.

3

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SERENA SOFTWARE, INC.  CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME  FOR THE THREE MONTHS AND NINE MONTHS ENDED OCTOBER 31, 2001 AND 2000  (UNAUDITED)

|                                                        |                                                      | Three Months Ended
October 31,           |           | Nine Months Ended
October 31, |           
|------------------------------------------------------- | ---------------------------------------------------- | ---------------------------------------- | --------- | ----------------------------- | ----------
|
|Revenue:                                                |                                                      |                                          |           |                               |           
|                                                        | Software licenses                                    |                                          | $         | 11,062,632                    |           
|                                                        | Maintenance                                          |                                          |           | 10,431,248                    |           
|                                                        | Professional services                                |                                          |           | 1,753,783                     |           
|                                                        |                                                      |                                          |           |                               |           
|                                                        |                                                      | Total revenue                            |           |                               | 23,247,663
|                                                        |                                                      |                                          |           |                               |           
|Cost of revenue:                                        |                                                      |                                          |           |                               |           
|                                                        | Software licenses                                    |                                          |           | 330,812                       |           
|                                                        | Maintenance                                          |                                          |           | 1,279,536                     |           
|                                                        | Professional services                                |                                          |           | 1,505,745                     |           
|                                                        |                                                      |                                          |           |                               |           
|                                                        |                                                      | Total cost of revenue                    |           |                               | 3,116,093 
|                                                        |                                                      |                                          |           |                               |           
|                                                        |                                                      | Gross profit                             |           |                               | 20,131,570
|                                                        |                                                      |                                          |           |                               |           
|Operating expenses:                                     |                                                      |                                          |           |                               |           
|                                                        | Sales and marketing                                  |                                          |           | 6,785,050                     |           
|                                                        | Research and development                             |                                          |           | 3,129,400                     |           
|                                                        | General and administrative                           |                                          |           | 1,622,639                     |           
|                                                        | Stock-based compensation                             |                                          |           | 19,167                        |           
|                                                        | Amortization of goodwill and other intangible assets |                                          |           | 2,080,431                     |           
|                                                        | Acquired in-process research and development         |                                          |           |                              |           
|                                                        | Restructuring charges                                |                                          |           | 2,529,083                     |           
|                                                        |                                                      |                                          |           |                               |           
|                                                        |                                                      | Total operating expenses                 |           |                               | 16,165,770
|                                                        |                                                      |                                          |           |                               |           
|Operating income                                        |                                                      |                                          | 3,965,800 |                               |           
|Interest and other income, net                          |                                                      |                                          | 1,564,352 |                               |           
|                                                        |                                                      |                                          |           |                               |           
|                                                        | Income before income taxes                           |                                          |           | 5,530,152                     |           
|Income taxes                                            |                                                      |                                          | 2,267,362 |                               |           
|                                                        |                                                      |                                          |           |                               |           
|                                                        | Net income                                           |                                          | $         | 3,262,790                     |           
|                                                        |                                                      |                                          |           |                               |           
|Comprehensive income:                                   |                                                      |                                          |           |                               |           
|                                                        | Net income                                           |                                          | $         | 3,262,790                     |           
|                                                        | Other comprehensive income:                          |                                          |           |                               |           
|                                                        |                                                      | Foreign currency translation adjustment  |           |                               | 4,795     
|                                                        |                                                      | Unrealized gain on marketable securities |           |                               | 290,697   
|                                                        |                                                      |                                          |           |                               |           
|Other comprehensive income                              |                                                      |                                          | 295,492   |                               |           
|                                                        |                                                      |                                          |           |                               |           
|                                                        |                                                      | Total comprehensive income               |           | $                             | 3,558,282 
|                                                        |                                                      |                                          |           |                               |           
|Net income per share:                                   |                                                      |                                          |           |                               |           
|                                                        | Basic                                                |                                          | $         | 0.08                          |           
|                                                        |                                                      |                                          |           |                               |           
|                                                        | Diluted                                              |                                          | $         | 0.08                          |           
|                                                        |                                                      |                                          |           |                               |           
|Weighted average shares used in per share calculations: |                                                      |                                          |           |                               |           
|                                                        | Basic                                                |                                          |           | 39,942,370                    |           
|                                                        |                                                      |                                          |           |                               |           
|                                                        | Diluted                                              |                                          |           | 40,628,800                    |           
|                                                        |                                                      |                                          |           |                               |           

See accompanying notes to condensed consolidated financial statements.

4

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SERENA SOFTWARE, INC.  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  FOR THE NINE MONTHS ENDED OCTOBER 31, 2001 AND 2000  (UNAUDITED)

|                                                   |                                                                                   | Nine Months Ended
October 31, |                                                                             
|-------------------------------------------------- | --------------------------------------------------------------------------------- | ----------------------------- | ----------------------------------------------------------------------------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:              |                                                                                   |                               |                                                                             
|                                                   | Net income                                                                        |                               | $                                                                           
|                                                   | Adjustments to reconcile net income to net cash provided by operating activities: |                               |                                                                             
|                                                   |                                                                                   |                               | Depreciation                                                                
|                                                   |                                                                                   |                               | (Decrease) increase in allowance for bad debts                              
|                                                   |                                                                                   |                               | Loss (gain) on disposal of property and equipment                           
|                                                   |                                                                                   |                               | Accrued interest on notes receivable from stockholders, net of cash received
|                                                   |                                                                                   |                               | Amortization of deferred stock-based compensation                           
|                                                   |                                                                                   |                               | Amortization of goodwill and other intangible assets                        
|                                                   |                                                                                   |                               | Acquired in-process research and development                                
|                                                   |                                                                                   |                               | Issuance of stock warrant in exchange for operating services provided       
|                                                   |                                                                                   |                               | Changes in operating assets and liabilities:                                
|                                                   |                                                                                   |                               |                                                                             
|                                                   |                                                                                   |                               |                                                                             
|                                                   |                                                                                   |                               |                                                                             
|                                                   |                                                                                   |                               |                                                                             
|                                                   |                                                                                   |                               |                                                                             
|                                                   |                                                                                   |                               |                                                                             
|                                                   |                                                                                   |                               |                                                                             
|                                                   |                                                                                   |                               |                                                                             
|                                                   |                                                                                   |                               |                                                                             
|CASH FLOWS USED IN INVESTING ACTIVITIES:           |                                                                                   |                               |                                                                             
|                                                   | Purchases of property and equipment                                               |                               |                                                                             
|                                                   | (Purchases) sales of short-term and long-term investments, net                    |                               |                                                                             
|                                                   | Cash paid for acquisitions, net of cash acquired                                  |                               |                                                                             
|                                                   |                                                                                   |                               |                                                                             
|                                                   |                                                                                   |                               |                                                                             
|                                                   |                                                                                   |                               |                                                                             
|CASH FLOWS FROM FINANCING ACTIVITIES:              |                                                                                   |                               |                                                                             
|                                                   | Exercise of stock options under the employee stock option plan                    |                               |                                                                             
|                                                   | Sale of common stock under the employee stock purchase plan                       |                               |                                                                             
|                                                   | Common stock repurchased under the stock repurchase plan                          |                               |                                                                             
|                                                   | Payment of principal on notes receivable from stockholders                        |                               |                                                                             
|                                                   |                                                                                   |                               |                                                                             
|                                                   |                                                                                   |                               |                                                                             
|                                                   |                                                                                   |                               |                                                                             
|EFFECT OF EXCHANGE RATE CHANGES ON CASH            |                                                                                   |                               | 118,797                                                                     
|                                                   |                                                                                   |                               |                                                                             
|NET INCREASE IN CASH AND CASH EQUIVALENTS          |                                                                                   |                               | 6,924,363                                                                   
|Cash and cash equivalents at beginning of period   |                                                                                   |                               | 85,178,946                                                                  
|                                                   |                                                                                   |                               |                                                                             
|Cash and cash equivalents at end of period         |                                                                                   | $                             | 92,103,309                                                                  
|                                                   |                                                                                   |                               |                                                                             
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |                                                                                   |                               |                                                                             
|                                                   | Income taxes paid                                                                 |                               | $                                                                           
|                                                   |                                                                                   |                               |                                                                             
|NONCASH INVESTING AND FINANCING ACTIVITIES:        |                                                                                   |                               |                                                                             
|                                                   | Common stock issued in asset and business acquisitions                            |                               | $                                                                           
|                                                   |                                                                                   |                               |                                                                             
|                                                   | Restricted stock issued for notes receivable from stockholders                    |                               | $                                                                           
|                                                   |                                                                                   |                               |                                                                             
|                                                   | Unrealized gain on marketable securities                                          |                               | $                                                                           
|                                                   |                                                                                   |                               |                                                                             
|                                                   | Contingent consideration accrued for the UltiMIS acquisition                      |                               | $                                                                           
|                                                   |                                                                                   |                               |                                                                             
|                                                   | Additional paid-in capital from issuance of stock warrant                         |                               | $                                                                           
|                                                   |                                                                                   |                               |                                                                             

See accompanying notes to condensed consolidated financial statements.

5

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SERENA SOFTWARE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

SERENA Software, Inc. ("SERENA" or the "Company") is an industry-leading provider of software infrastructure products and consulting best practices that automate enterprise
software and Web content changes. Its principal markets are North America, and to a lesser extent, Europe.

The
accompanying unaudited condensed consolidated financial statements have been prepared on substantially the same basis as the audited consolidated financial statements, and in the
opinion of management include all adjustments, consisting only of normal recurring adjustments, except as otherwise noted, necessary for their fair presentation. These unaudited condensed consolidated
financial statements and the notes thereto have been prepared in accordance with the Instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all disclosures required by accounting principles generally accepted in the United States of America and Regulation S-X for annual financial
statements. For these additional disclosures, readers should refer to the Company's annual report on Form 10-K for the fiscal year ended January 31, 2001. The interim results
presented are not necessarily indicative of results for any subsequent quarter or for the fiscal year ending January 31, 2002.

(1) Net Income Per Share

Basic net income per share is computed using the weighted-average number of shares of common stock outstanding. Diluted net income per share is computed using
the weighted-average number of shares of common stock outstanding and, when dilutive, potentially dilutive common shares from restricted stock and options to purchase common stock using the treasury
stock method.

The
following is a reconciliation of the shares used in the computation of basic and diluted net income per share:

|                                                                                   |  | Three Months Ended
October 31, |  | Nine Months Ended
October 31,
|---------------------------------------------------------------------------------- |  | ------------------------------ |  | -----------------------------
|
|Basic net income per shareweighted average number of common shares outstanding    |  | 39,942,370                     |  | 38,726,489                   
|Effect of potentially dilutive securities outstandingrestricted stock and options |  | 686,430                        |  | 2,717,058                    
|                                                                                   |  |                                |  |                              
|Shares used in diluted net income per share computation                            |  | 40,628,800                     |  | 41,443,547                   
|                                                                                   |  |                                |  |                              

(2) Recent Accounting Pronouncements

On July 20, 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS No. 142,
"Goodwill and Other Intangibles."

FAS
No. 141 supercedes Accounting Principles Board Opinion No. 16 ("APB 16"), "Business Combinations." SFAS
No. 141 requires that all business combinations initiated after June 30, 2001 be accounted for under the purchase method of accounting and that the use of the
pooling-of-interests method will therefore no longer be permitted. The Company adopted the provisions of SFAS No. 141 commencing July 1, 2001. The adoption of
SFAS No. 141 has not impacted the Company's financial position or results of operations.

FAS
No. 142 supercedes APB 17 "Intangible Assets." SFAS No. 142 requires that goodwill resulting from a business
combination no longer be amortized to earnings, but instead be reviewed for

6

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impairment. The Company is required to adopt SFAS No. 142 as of February 1, 2002. For goodwill resulting from business combinations prior to July 1, 2001, amortization of such
goodwill will continue through January 31, 2002, but will cease February 1, 2002. For business combinations occurring on or after July 1, 2001, the associated goodwill will not be
amortized. Upon adoption of SFAS No. 142, the Company is required to perform a transitional impairment test for all recorded goodwill within six months and, if necessary, determine the amount
of an impairment loss by January 31, 2003. The effects of adopting SFAS No. 142 are currently being determined. The Company believes that some portion of the goodwill and intangible
assets currently being amortized will not be amortized in the future. Amortization expense for the three months ended October 31, 2001 totaled $2.1 million.

In
August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143 requires
an enterprise to record the fair value of an asset retirement obligation as a liability in
the period in which it incurs a legal obligation associated with the retirement of a tangible long-lived asset. SFAS No. 143 also requires the enterprise to record the contra to the
initial obligation as an increase to the carrying amount of the related long-lived asset (i.e., the associated asset retirement costs) and to depreciate that cost over the remaining useful
life of the asset. The amount of the asset retirement obligation is revised at the end of each period to reflect the passage of time (i.e., accretion expense) and changes in the estimated future cash
flows underlying the initial fair value measurement. The Company is required to adopt SFAS No. 143 as of February 1, 2003. The Company does not expect SFAS No. 143 to have a
material impact on its financial position or results of operations.

In
October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-lived
Assets." SFAS No. 144 supercedes SFAS No. 121, "Accounting for the Impairment of Long-lived Assets and Assets to be Disposed
of" and the accounting and reporting provisions of Accounting Principles Board Opinion No. 30, "Reporting the Results of
OperationsReporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions." SFAS
No. 144 also amends Accounting Research Bulletin No. 51, "Consolidated Financial Statements," to eliminate the exception to consolidation
for a subsidiary for which control is likely to be temporary. The provisions of SFAS No. 144 will be effective for fiscal years beginning after December 15, 2001, which for the Company
will be fiscal 2003. The most significant changes made by SFAS No. 144 are that it: (1) removes goodwill from its scope and, therefore, eliminates the requirements of SFAS No. 121
to allocate goodwill to long-lived assets to be tested for impairment, and (2) describes a probability-weighted cash flow estimation approach to deal with situations in which an
alternative course of action to recover the carrying amount of a long-lived asset is under consideration or a range is estimated for the amount of possible future cash flows. The Company
is currently evaluating the provisions of SFAS No. 144 and does not expect the adoption of such statement to have a material impact on its financial position or results of operation.

(3) Registration of Additional Common Stock and Increase in Authorized Common Stock

On June 1, 2001, the Company filed with the Securities and Exchange Commission a Form S-8 Registration Statement Under the Securities
Act of 1933 (the "Registration Statement"). In the Registration Statement, the Company registered a total of 2,562,500 shares of the Company's common stock, $.001 par value per share (the "Shares"),
of which (i) 1,927,500 Shares were registered under the Amended and Restated 1997 Stock Option and Incentive Plan, (ii) 575,000 Shares were registered under the 1999 Employee Stock
Option Plan and (iii) 60,000 Shares were registered under the 1999 Director Option Plan.

7

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On June 29, 2001, the Company at its Annual Meeting of Stockholders approved an amendment to SERENA's Amended and Restated Certificate of Incorporation to increase the
authorized number of shares of common stock of SERENA from 60,000,000 to 90,000,000.

(4) Restructuring Costs

On August 6, 2001, in response to the general weakening of the worldwide economy and resulting IT spending slowdown, the Company announced and began to
execute its plan to reduce workforce by approximately 12% or 45 positions affecting all parts of the organization and incur costs associated with the closure of facilities. The Company has realized
and expects to continue to realize cost savings going forward as a result of this reduction and other cost savings initiatives implemented. The Company's restructuring is substantially complete, and
in connection with these actions, the Company recorded a restructuring charge in the third fiscal quarter ended October 31, 2001 consisting principally of severance, payroll taxes and other
employee benefits totaling $1.5 million and facilities closures totaling $1.0 million. The nature of the restructuring charges and the amounts paid and accrued at the end of the fiscal
quarter are summarized as follows:

|                                                     |  | As of October 31, 2001
|---------------------------------------------------- |  | ----------------------
|
|
|Severance, payroll taxes and other employee benefits |  | $                     
|Facilities closures                                  |  |                       
|Legal and other miscellaneous                        |  |                       
|                                                     |  |                       
|Total restructuring charges                          |  | $                     
|                                                     |  |                       

8

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

This report contains forward-looking statements under the private securities reform act of 1995. Certain statements under the captions
"Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this report are "forward-looking statements." These forward-looking statements include, but are
not limited to, statements about our plans, objectives, expectations and intentions and other statements contained in this report that are not historical facts. When used in this report, the words
"expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions are generally intended to identify forward-looking statements. Because these forward-looking
statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements,
including our plans, objectives, expectations and intentions and other factors discussed under "Factors That May Affect Future Results" under "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and elsewhere in, or incorporated by reference into, this report. Factors that could cause or contribute to such differences include but are not limited to, our
reliance on our mainframe products for revenue; the percentage of license revenue typically closed at the end of each quarter making estimation of operating results prior to the end of the quarter
extremely uncertain; weak economic conditions world-wide which may continue to affect the overall demand for software and services, which could result in decreased revenues or lower
revenue growth rates; changes in revenue mix and seasonality; our ability to deliver our products on the distributed systems platform; dependence on revenues from our installed base; continued demand
for additional mainframe MIPS capacity; expansion of our professional services and international organizations; and our ability to manage our growth. We assume no obligation to update the
forward-looking information contained in this report. It is important that the discussion below be read together with the attached condensed consolidated financial statements and notes thereto, with
the discussion of such risks and uncertainties and with the audited financial statements and notes thereto, and the "Management's Discussion and Analysis of Financial Condition and Results of
Operations," contained in the Company's Form 10-K for fiscal 2001.

Product Renaming to Reflect Enhanced Product Integration and Growth in New Markets

Product names set forth below in this discussion and analysis of SERENA's financial condition and results of operations reflect the Company's product naming
convention announced April 30, 2001. The Company has renamed its full line of software change management products, designed to reflect the enhanced integration that the products increasingly
share, as well as our entrance into the Web content management market. The Company has organized its integrated suite of products under two primary product families,SERENA
ChangeManandSERENA StarTool.For a listing of the old and new product names and descriptions, please see the Company's
Form 10-K for fiscal 2001 filed with the Securities and Exchange Commission on April 30, 2001 and the Company's Press Release "SERENA Announces Product Renaming to Reflect
Enhanced Product Integration, Growth in New Markets" dated April 30, 2001.

Overview

SERENA Software, Inc. is an industry leading provider of software infrastructure products and consulting best practices that automate enterprise
software and Web content changes. SERENA's Enterprise Change Management strategy manages the change process throughout the entire application development lifecycle across multiple
platformsfrom the mainframe to the Web.

The
Company has grown rapidly as total revenue has increased from $32.1 million in fiscal 1998 to $103.6 million in fiscal 2001. The growth in total revenue has been
primarily attributable to increased demand for our mainframe products, and to a lesser extent in the last two fiscal years, the introduction of our distributed systems products, primarily ChangeMan DS,into the marketplace. In general, demand has been increasing as a result of greater awareness of and need for automated third party SCM
solutions.

9

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However, in the current fiscal year, and more predominantly beginning with the second fiscal quarter ended July 31, 2001, the Company has experienced a decline in its total
revenue growth. The overall demand for the Company's software depends in large part on general economic and business conditions. The recent general weakening of the worldwide economy and resulting
slowdown in IT spending contributed to an overall decrease in total revenues.

Results of Operations

References to the dollar and percentage increases or decreases set forth below in this discussion and analysis of SERENA's results of operations are derived
from comparisons between SERENA's condensed consolidated statements of income and comprehensive income for the three and nine month periods ended October 31, 2001 to the condensed consolidated
statements of income and comprehensive income for the three and nine month periods ended October 31, 2000.

The
following table sets forth our results of operations expressed as a percentage of total revenue. These operating results for the periods presented are not necessarily indicative
of the results for the full fiscal year or any other period.

Percentage of
Revenue
Three Months
Ended
October 31,

Percentage of
Revenue
Nine Months
Ended
October 31,2001

2000

2001

2000Revenue:Software licenses

48
%
54
%
50
%
55
%Maintenance

45
%
36
%
42
%
37
%Professional services

7
%
10
%
8
%
8
%TOTAL REVENUE

100
%
100
%
100
%
100
%Cost of revenue:Software licenses

1
%
1
%
1
%
2
%Maintenance

6
%
5
%
6
%
6
%Professional services

6
%
8
%
7
%
6
%TOTAL COST OF REVENUE

13
%
14
%
14
%
14
%GROSS PROFIT

87
%
86
%
86
%
86
%Operating expenses:Sales and marketing

29
%
26
%
31
%
28
%Research and development

14
%
10
%
14
%
10
%General and administrative

7
%
7
%
7
%
9
%Stock-based compensation

0
%
0
%
0
%
0
%Amortization of goodwill and other intangible assets

9
%
6
%
8
%
4
%Acquired in-process research and development



9
%


4
%Restructuring charges

11
%


3
%
TOTAL OPERATING EXPENSES

70
%
58
%
63
%
55
%OPERATING INCOME

17
%
28
%
23
%
31
%Interest and other income, net

7
%
7
%
6
%
8
%Income before income taxes

24
%
35
%
29
%
39
%Income taxes

10
%
15
%
12
%
17
%NET INCOME

14
%
20
%
17
%
22
%


10

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Revenue

We derive revenue from software licenses, maintenance and professional services. Our total revenue decreased $3.4 million or 13% to $23.2 million
in the current fiscal quarter ended October 31, 2001 from $26.6 million in the same quarter a year ago. For the nine months ended October 31, 2001, total revenue increased
$1.2 million or 2% to $74.2 million from $73.0 million in the same nine month period a year ago. International sales represented approximately 15% and 20% of our total revenue in
the current fiscal quarter and fiscal nine months ended October 31, 2001, respectively, as compared to 22% and 17% in the same quarter and nine months a year ago.

Software Licenses.Software licenses revenue as a percentage of total revenue was 48% and 50% in the current fiscal
quarter and fiscal nine months ended October 31, 2001, respectively, as compared to 54% and 55% in the same quarter and nine months a year ago. Software licenses revenue decreased
$3.2 million or 23% to $11.1 million in the current fiscal quarter from $14.3 million in the same quarter a year ago. For the nine month period ended October 31, 2001,
software licenses revenue decreased $3.0 million or 7% to $37.2 million from $40.2 million in the same nine months a year ago. For both the quarter and nine months, the dollar
decrease is generally attributed to a slowdown in IT spending across all products as a result of the weak economic conditions in the U.S. and abroad and, to a lesser extent, sales execution delays and
customers negotiating more aggressively on price and terms. Our StarTool suite of products, primarilyStarTool FDMandStarTool
IOO, accounted for 15% and 22% of total software licenses revenue in both the current fiscal quarter and fiscal nine months ended October 31, 2001, respectively, up from
13% and 11% in the same quarter and nine months, respectively, a year ago.ChangeMan ZMF,StarTool FDMandChangeMan DStogether make up a significant portion of total software licenses revenue. These products accounted for
$6.9 million or 62% and $23.3 million or 63% of total software licenses revenue in the current fiscal quarter and fiscal nine months ended October 31, 2001, respectively, as
compared to $10.7 million or 74% and $25.8 million or 64% in the same quarter and nine months a year ago, respectively.

Maintenance.Maintenance revenue as a percentage of total revenue was 45% and 42% in the current fiscal quarter and
fiscal nine months ended October 31, 2001, respectively, as compared to 36% and 37% in the same quarter and nine months a year ago. Maintenance revenue increased $0.7 million or
7% to $10.4 million in the current fiscal quarter from $9.7 million in the same quarter a year ago. For the nine months ended October 31, 2001, maintenance revenue increased
$4.0 million or 15% to $31.1 million from $27.1 million in the same nine months a year ago. For both the quarter and nine months, the dollar increase reflects growth in installed
software licenses base, as new licenses generally include one year of maintenance, renewals of maintenance agreements by existing customers and, to a lesser extent, maintenance price increases; all
partially offset by some cancellations of Comparex maintenance contracts.

Professional Services.Professional services revenue as a percentage of total revenue was 7% and 8% in the current
fiscal quarter and fiscal nine months ended October 31, 2001, respectively, as compared to 10% and 8% in the same quarter and nine months a year ago. Professional services revenue decreased
$0.8 million or 32% to $1.8 million in the current fiscal quarter from $2.6 million in the same quarter a year ago. For the nine months ended October 31, 2001, professional
services revenue increased $0.2 million or 4% to $5.9 million from $5.7 million in the same nine months a year ago. For the fiscal quarter ended October 31, 2001, the
dollar decrease is predominantly the result of a weak U.S. economy which generated declining license revenues and therefore fewer consulting opportunities and the deferral of existing consulting
projects. For the fiscal nine months ended October 31, 2001, the dollar increase is generally attributable to greater consulting opportunities in the first fiscal quarter resulting from our
larger installed customer base and our expanded consulting service capabilities, all partially offset by the weak U.S. economy.

11

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Cost of Revenue

Cost of revenue, which consists of cost of software licenses, cost of maintenance and cost of professional services, was 13% and 14% of total revenue in the
current fiscal quarter and fiscal nine months ended October 31, 2001, respectively, as compared to 14% in both the same quarter and nine months a year ago. Cost of revenue decreased
$0.5 million or 15% to $3.1 million in the current fiscal quarter from $3.6 million in the same quarter a year ago. For the nine months ended October 31, 2001, cost of
revenue decreased $0.4 million or 4% to $10.0 million from $10.4 million in the same nine months a year ago. As a percentage of total revenue, cost of revenue has remained
relatively constant at 14% for the current fiscal quarter and fiscal nine months and the same periods a year ago as margin improvements in software licenses and maintenance have been offset by margin
declines in professional services.

Software Licenses.Cost of software licenses consists principally of fees associated with our StarTool FDMproducts and more
recently, and to a lesser extent, fees associated with integrating third party technology into our ChangeMan DS, ChangeMan ALMandChangeMan ECPdistributed systems products. In the first quarter of
fiscal 2001, cost of software licenses also included sublicense fees associated with ourStarTool FDMandChangeMan SSMproducts. Cost of software licenses
as a percentage of total software licenses revenue was 3% and 2% in the current fiscal quarter and fiscal nine months ended
October 31, 2001, respectively, as compared to 2% and 3% in the same quarter and nine months a year ago. Cost of software licenses, which was $0.3 million in both the current fiscal
quarter and the same quarter a year ago, decreased 4% quarter over quarter. For the nine months
ended October 31, 2001, cost of software licenses decreased $0.6 million or 49% to $0.6 million from $1.2 million in the same nine months a year ago. The decreases in
absolute dollars for both the quarter and nine months and the margin improvement for the nine months, when compared to the same periods a year ago, are attributable to the decline of sublicense fees
associated with ourChangeMan SSMandStarTool FDMproducts in the second and third quarters of fiscal
2001, respectively, all partially offset by increases in the most recent two fiscal quarters in fees associated with integrating third party technology into our distributed systems products.

Maintenance.Cost of maintenance consists primarily of salaries, bonuses and other costs associated with our customer
support organizations. In the first quarter of fiscal 2001, cost of maintenance also included sublicense fees associated with ourStarTool FDMand ChangeMan SSMproducts. Cost of maintenance as a percentage of total maintenance revenue was 12% and 13% in the current fiscal quarter and fiscal nine
months ended October 31, 2001, respectively, as compared to 13% and 16% in the same quarter and nine months, respectively, a year ago. Cost of maintenance remained relatively unchanged at
$1.3 million in both the current fiscal quarter and the same quarter a year ago. For the nine months ended October 31, 2001, cost of maintenance decreased $0.3 million or 6% to
$4.2 million from $4.5 million in the same nine months a year ago. The decreases, both in absolute dollar terms and as a percentage of total maintenance revenue, are attributable to the
decline of sublicense fees associated with ourStarTool FDMandChangeMan SSMproducts, all partially
offset by increased expenses associated with our customer support organization needed to support the maintenance revenue growth.

Professional Services.Cost of professional services consists of salaries, bonuses and other costs associated with
supporting our professional services organization. Cost of professional services as a percentage of total professional services revenue was 86% and 89% in the current fiscal quarter and fiscal nine
months ended October 31, 2001, respectively, as compared to 80% and 84% in the same quarter and nine months a year ago. Cost of professional services decreased $0.5 million or 27% to
$1.5 million in the current fiscal quarter from $2.0 million in the same quarter a year ago. For the current fiscal nine months ended October 31, 2001, cost of professional
services increased $0.5 million or 11% to $5.2 million from $4.7 million in the same nine months a year ago. In absolute dollar terms and as a percentage of total professional
services revenues, increases are predominantly due to the rates of increases in expenses associated with our professional services organization, including other

12

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infrastructure costs needed to support the professional services revenue, being greater than rates of increases in professional services revenue. For the most recent fiscal quarter, when compared to
the same quarter a year ago, the decrease in absolute dollars is attributable to cost savings initiatives put in place as part of the Company's restructuring plans announced early in the third fiscal
quarter of 2002.

Operating Expenses

Sales and Marketing.Sales and marketing expenses consist primarily of salaries, commissions and bonuses, payroll
taxes, and employee benefits as well as travel, entertainment and marketing expenses. Sales and marketing expenses as a percentage of total revenue were 29% and 31% in the current fiscal quarter and
fiscal nine months ended October 31, 2001, respectively, as compared to 26% and 28% in the same quarter and nine months a year ago. Sales and marketing expenses decreased $0.1 million or
1% to $6.7 million in the current fiscal quarter from $6.8 million in the same quarter a year ago. For the nine months ended October 31, 2001, sales and marketing expenses
increased $2.6 million or 13% to $22.8 million from $20.2 million in the same nine months a year ago. For the most recent fiscal quarter, when compared to the same quarter a year
ago, the dollar decrease is attributable to cost savings initiatives put in place as part of the Company's restructuring plans announced early in the quarter. For the nine month period ended
October 31, 2001, when compared to the same nine months a year ago, the dollar increase is due primarily to our continued expansion of our direct sales and marketing organizations to support
license revenue growth, and to a lesser extent, our marketing initiatives surrounding our distributed systems products and the development of our international sales and telesales efforts. As a
percentage of total revenue, sales and marketing expenses increased for both the quarter and nine months, when compared to the same periods a year ago, due to the expansion of the sales and marketing
organizations which preceded the recent weakening of the worldwide economy and resulting decline in IT spending.

Research and Development.Research and development expenses consist primarily of salaries, bonuses, payroll taxes, and
employee benefits and costs attributable to research and development activities. Research and development expenses as a percentage of total revenue were 14% in both the current fiscal quarter and
fiscal nine months ended October 31, 2001, as compared to 10% in both the same quarter and nine months a year ago. Research and development expenses increased $0.4 million or 16% to
$3.1 million in the current fiscal quarter from $2.7 million in the same quarter a year ago. For the nine months ended October 31, 2001, research and development expenses
increased $3.4 million or 48% to $10.5 million from $7.1 million in the same nine months a year ago. In absolute dollar terms and as a percentage of total revenue, the increases
are primarily due to increases in salary, bonus, payroll tax, employee benefits and other headcount-related costs which resulted from the expansion of our research and development efforts to enhance
existing products and develop our distributed systems products, and is also due to the Company's acquisition of UltiMIS and the StarTool asset purchase late in fiscal 2001.

General and Administrative.General and administrative expenses consist primarily of salaries, bonuses, payroll taxes,
and benefits and certain non-allocable administrative costs, including legal and accounting fees and bad debts. General and administrative expenses as a percentage of total revenue were 7%
in both the current fiscal quarter and fiscal nine months ended October 31, 2001, as compared to 7% and 9% in the same quarter and nine months a year ago. General and administrative expenses
decreased $0.2 million or 10% to $1.6 million in the current fiscal quarter from $1.8 million in the same quarter a year ago. For the nine months ended October 31, 2001,
general and administrative expenses decreased $1.9 million or 28% to $4.9 million from $6.8 million in the same nine months a year ago. In absolute dollars and as a percentage of
total revenue, the decreases are predominantly the result of efficiency gains and cost and growth controls put in place within our administrative infrastructure, and to a lesser extent, a decrease in
legal fees as a result of the Company's lawsuit settlement in the third quarter of fiscal 2001.

13

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Amortization of Goodwill and Other Intangible Assets.In connection with the acquisitions of Optima
Software, Inc. in September 1998, Diamond Optimum Systems, Inc. in June 1999, High Power Software, Inc. ("HPS") in May 2000 and UltiMIS Corporation
("UltiMIS") in September 2000, and the StarTool asset purchase in August 2000, the Company has recorded $66.6 million in intangible assets, of which $52.2 million is
unamortized as of October 31, 2001. Combined, intangible assets are being amortized over periods of one year or less on $0.9 million, two to seven years on $44.5 million and
fifteen years on the remaining $21.2 million. Of the total intangible assets, $2.1 million and $6.3 million was amortized in the current fiscal quarter and fiscal nine months
ended October 31, 2001, respectively, as compared to $1.7 million and $3.0 million in the same quarter and nine months a year ago. We expect to amortize an additional
$2.1 million in the final quarter of fiscal 2002.

In
July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangibles," which we intend to adopt on February 1, 2002. Upon adoption, goodwill with
identifiable intangible assets with indefinite lives will no longer be amortized. This statement will require that we evaluate our goodwill and identifiable intangible assets with indefinite useful
lives for impairment. The Company is currently evaluating the provisions of SFAS No. 142. See Note 2 of Notes to Condensed Consolidated Financial Statements.

Acquired In-Process Research and Development.In connection with the Company's acquisitions of HPS and
UltiMIS in the second and third quarters of fiscal 2001, respectively, the Company recorded one-time charges for acquired in-process research and development of
$2.5 million and $3.0 million in the three months and nine months ended October 31, 2000, respectively.

Restructuring Charges.Early in the third fiscal quarter ended October 31, 2001, in response to the general
weakening of the worldwide economy and resulting IT spending slowdown, the Company announced and began to execute its plan to reduce workforce by approximately 12% or 45 positions affecting all parts
of the organization and incur costs associated with the closure of facilities. The Company has realized and expects to continue to realize cost savings going forward as a result of this reduction and
other cost savings initiatives implemented. In connection with these actions, the Company recorded a restructuring charge in the third fiscal quarter ended October 31, 2001 consisting
principally of severance, payroll taxes and other employee benefits totaling $1.5 million and facilities closures totaling $1.0 million. See Note 4 of Notes to Condensed
Consolidated Financial Statements.

Interest and Other Income, net

Interest and Other Income, net.Interest and other income, net decreased $0.2 million or 14% to
$1.6 million and $0.9 million or 15% to $4.8 million in the current fiscal quarter and fiscal nine months ended October 31, 2001, respectively, from $1.8 million and
$5.7 million in the same quarter and nine months a year ago. The dollar decreases in interest and other income, net are generally due to reduced market interest rates, partially offset by
increases in balances on interest-bearing accounts, such as cash and cash equivalents, and both short and long-term investments, resulting from accumulation of earnings.

Income Taxes

Income Taxes.Income taxes in absolute dollar terms and effective income tax rates were $2.3 million or 41% and
$8.9 million or 41% in the current fiscal quarter and fiscal nine months ended October 31, 2001, respectively, as compared to $4.0 million or 43% and $12.1 million or 43%
in the same quarter and nine months a year ago. For both the quarter and nine months ended October 31, 2001, when compared to the same quarter and nine months a year ago, the Company's
effective income tax rate decreased predominantly due to a projected decrease in nondeductible charges when comparing the current full fiscal year to last fiscal year. SERENA's effective income tax
rate has historically benefited from the United States research and experimentation tax credit and tax benefits generated from export sales made from the United States.

14

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Liquidity and Capital Resources

Since SERENA's inception, we have financed our operations and met our capital requirements through cash flows from operations. As of October 31, 2001,
SERENA had $92.1 million in cash and cash equivalents and an additional $34.5 million and $15.4 million in short and long-term investments, respectively, consisting
principally of high grade commercial paper, certificates of deposit, and short and long-term bonds. Cash flows provided by operating activities were $25.9 million and
$19.6 million in the current fiscal nine months ended October 31, 2001 and the same nine months a year ago, respectively. In the current fiscal nine months, SERENA's cash flows provided
by operating activities exceeded net income principally due to a decrease in trade accounts receivable, the inclusion of non-cash expenses in net income and cash collections in advance of
revenue recognition for maintenance contracts; all partially offset by a decrease in income taxes payable. In the same nine months a year ago, SERENA's cash flows provided by operating activities
exceeded net income principally due to the inclusion of non-cash expenses in net income and cash collections in advance of revenue recognition for maintenance contracts; all partially
offset by increases in trade accounts receivable and prepaid expenses and other assets and a decrease in income taxes payable. In the current fiscal nine months, cash used in investing activities were
related to the net purchase of short and long-term investments totaling $22.2 million, and to a lesser extent, purchases of computer equipment and office furniture and equipment
totaling $1.3 million. For the nine months ended October 31, 2000 from the prior fiscal year, cash used in investing activities were predominantly related to the Company's assets and
business acquisitions totaling $25.1 million, and to a lesser extent, purchases of computer equipment and office furniture and equipment totaling $1.1 million; all partially offset by
the net sale of short and long-term investments totaling $4.7 million. Cash flows provided by financing activities were entirely related to the exercise of stock options under the
employee stock option plan totaling $2.7 million and $0.8 million in the current fiscal nine months and the same nine months a year ago, respectively; payment of principal on notes
receivable from stockholders totaling $1.4 million and $0.7 million, respectively; and the sale of common stock under the employee stock purchase plan totaling $1.0 million and
$0.8 million,
respectively; all partially offset by the purchase of common stock under the Company's employee stock purchase plan totaling $0.8 million in the current fiscal nine month period.

At
October 31, 2001, the Company did not have any material commitments for capital expenditures and had no revolving credit agreements or other term loan agreements with any
banks or other financial institutions.

At
October 31, 2001, the Company had working capital of $114.0 million, trade accounts receivable, net of allowances, of $12.8 million and total deferred revenues
of $27.1 million.

We
believe that current cash and short-term investments, and cash flows from operations will satisfy our working capital and capital expenditure requirements for at least
the next twelve months.

In
August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143 requires
an enterprise to record the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of a tangible
long-lived asset. SFAS No. 143 also requires the enterprise to record the contra to the initial obligation as an increase to the carrying amount of the related
long-lived asset (i.e., the associated asset retirement costs) and to depreciate that cost over the remaining useful life of the asset. The amount of the asset retirement obligation is
revised at the end of each period to reflect the passage of time (i.e., accretion expense) and changes in the estimated future cash flows underlying the initial fair value measurement. The Company is
required to adopt SFAS No. 143 as of February 1, 2003. The Company does not expect SFAS No. 143 to have a material impact on its financial position or results of operations.

In
October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-lived
Assets." SFAS No. 144 supercedes SFAS No. 121, "Accounting for the Impairment of Long-lived Assets and Assets to be Disposed
of" and the accounting and reporting provisions of

15

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Accounting Principles Board Opinion No. 30, "Reporting the Results of OperationsReporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions." SFAS No. 144 also amends Accounting Research Bulletin No. 51,
"Consolidated Financial Statements," to eliminate the exception to consolidation for a subsidiary for which control is likely to be temporary. The
provisions of SFAS No. 144 will be effective for fiscal years beginning after December 15, 2001, which for the Company will be fiscal 2003. The most significant changes made by SFAS
No. 144 are that it: (1) removes goodwill from its scope and, therefore, eliminates the requirements of SFAS No. 121 to allocate goodwill to long-lived assets to be
tested for impairment, and (2) describes a probability-weighted cash flow estimation approach to deal with situations in which an alternative course of action to recover the carrying amount of
a long-lived asset is under consideration or a range is estimated for the amount of possible future cash flows. The Company is currently evaluating the provisions of SFAS No. 144
and does not expect the adoption of such statement to have a material impact on its financial position or results of operation.

Factors That May Affect Future Results

This report, including this Management's Discussion and Analysis of Financial Condition and Results of Operations, contains
forward-looking statements under the Private Securities Reform Act of 1995 and other prospective information relating to future events. These forward-looking statements and other prospective
information are subject to certain risks and uncertainties that could cause results to differ materially from historical results or anticipated results, including but not limited to, our reliance on
our mainframe products for revenue; the percentage of license revenue typically closed at the end of each quarter making estimation of operating results prior to the end of the quarter extremely
uncertain; weak economic conditions world-wide which may continue to affect the overall demand for software and services, which could result in decreased revenues or lower revenue growth
rates; changes in revenue mix and seasonality; our ability to deliver our products on the distributed systems platform; dependence on revenues from our installed base; continued demand for additional
mainframe MIPS capacity; expansion of our professional services and international organizations; our ability to manage our growth; and the following:

There Are Many Factors, Including Some Beyond Our Control, That May Cause Fluctuations in Our Quarterly Operating Results

Our quarterly operating results have varied greatly in the past and may vary greatly in the future depending upon a number of factors described below and
elsewhere in this "Factors That May Affect Future Results" section of this report, including many that are beyond our control. As a result, we believe that quarter-to-quarter
comparisons of our financial results are not necessarily meaningful, and you should not rely on them as an indication of our future performance.

Our
software license revenue in any quarter depends on orders booked and shipped in the last month, weeks or days of that quarter. At the end of each quarter, we typically have either
minimal or no backlog of orders for the subsequent quarter. If a large number of orders or several large orders do not occur or are deferred, our revenue in that quarter could be substantially
reduced. This would materially adversely affect our operating results and could impair our business in future periods.

Because
we do not know when, or if, our potential customers will place orders and finalize contracts, we cannot accurately predict our revenue and operating results for future
quarters. Historically, a majority of our revenue has been attributable to the licenses of our mainframe software products. Changes in the mix of software products and services sold by us, including
the mix between higher margin software products and lower margin maintenance and services, could materially affect our operating results for future quarters.

Economic Conditions Could Adversely Affect Our Revenue Growth and Ability to Forecast Revenue

The revenue growth and profitability of our business depends on the overall demand for application software and services. Because our sales are primarily to
major corporate and government

16

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customers, our business also depends on general economic and business conditions. The general weakening of the worldwide economy has caused the Company to experience a decrease in the growth rate of
its software licenses revenues in the first nine months of fiscal 2002. A softening of demand for computer software caused by a continued weakening of the economy, domestically or internationally, may
result in a continued decrease in revenues and revenue growth rates.

Management
identify, track and forecast future revenues, backlog and trends in our business. Our sales personnel monitor the status of all proposals, such as the estimated date when
they estimate that a transaction will close and the potential dollar amount of such sale. We aggregate these estimates periodically in order to generate a sales pipeline and then evaluate the pipeline
at various times to look for trends in our business. While this pipeline analysis provides visibility to our potential customers and the associated revenues for budgeting and planning purposes, these
pipeline estimates may not consistently correlate to revenues in a particular quarter or ever. A slowdown in the economy, domestically or internationally, has caused and may continue to cause customer
purchasing decisions to be delayed, reduced in amount or cancelled, all of which have reduced and could continue to reduce the rate of conversion of the pipeline into contracts. A variation in the
pipeline or in the conversion of the pipeline into contracts could cause us to plan or budget improperly and thereby could adversely affect our business or results of operations. In addition,
primarily due to a substantial portion of our software licenses revenue contracts closing in the latter part of a quarter, management may not be able to adjust the Company's cost structure in response
to a variation in the conversion of the pipeline into contracts in a timely manner, and thereby adversely affect our business or results of operations.

We Expect That Our Operating Expenses Will Increase in the Future and These Increased Expenses May Adversely Affect Our Future Operating Results and Financial Condition

Although SERENA has been profitable in recent years, we may not remain profitable on a quarterly or annual basis in the future. We anticipate that our expenses
will increase in the foreseeable future as we:



With
these additional expenses, in order to maintain our current levels of profitability, we will be required to increase our revenue correspondingly. Any failure to significantly
increase our revenue as we implement our product, service and distribution strategies would materially adversely affect our business, quarterly and annual operating results and financial condition.
Although our revenue has grown in recent years, we do not believe that we will maintain this rate of revenue growth. In addition, we may not experience any revenue growth in the future, and our
revenue has, and could in fact in the future, decline. Our efforts to expand our software product suites, sales and marketing activities, direct and indirect distribution channels and professional
service offerings and to pursue strategic relationships or acquisitions may not succeed or may prove more expensive than we currently anticipate. As a result, we cannot predict our future operating
results with any degree of certainty.

17

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Our Future Revenue is Substantially Dependent Upon Our Installed Customers Renewing Maintenance Agreements for Our Products and Licensing or Upgrading Additional SERENA SCM
Products; Our Future Professional Services and Maintenance Revenue is Dependent on Future Sales of Our Software Products

We depend on our installed customer base for future revenues from maintenance renewal fees and licenses or upgrades of additional SCM products. If our
customers do not purchase additional products, upgrade existing products or cancel or fail to renew their maintenance agreements, this could materially adversely affect our business and future
quarterly and annual operating results. The terms of our standard license arrangements provide for a one-time license fee and a prepayment of one year of software maintenance and support
fees. The maintenance agreements are renewable annually at the option of the customers and there are no minimum payment obligations or obligations to license additional software. Therefore, our
current customers may not necessarily generate significant maintenance revenue in future periods. In addition, our customers may not necessarily purchase additional products, upgrades or professional
services. Our professional service revenue and maintenance revenue are also dependent upon the continued use of these services by our installed customer base. Any downturn in our software license
revenue would have a negative impact on the growth of our professional service revenue and maintenance revenue in future quarters.

We Have Relied and Expect to Continue to Rely on Sales of Our Mainframe Products for Our Revenue

Historically, the majority of our software license revenue has resulted from the sale of our mainframe products. Any factors adversely affecting the pricing
of, demand for or market acceptance of our mainframe products, such as competition or technological change, could materially adversely affect our business and quarterly and annual operating results.
In particular,ChangeMan ZMFandComparex, two of our mainframe products, have been responsible for a
substantial majority of our revenue. In the current fiscal quarter ended October 31, 2001 and the same quarter from a year ago, sales ofChangeMan
ZMFandComparextogether accounted for approximately 68% and 70% of our total software licenses revenue, respectively. We
expect that these products will continue to account for a large portion of our software licenses revenue for the foreseeable future. Our future operating results depend on the continued market
acceptance of our mainframe products, including future enhancements.

Our Introduction of SERENA SCM Products for Distributed Systems May Not Be Successful

We introduced ourChangeMan DSproduct in fiscal 2000, ourChangeMan
ALMandChangeMan ECPproducts in fiscal 2001 and ourChangeMan WCMproduct in
the first quarter of fiscal 2002. We are currently developing new products and enhancing our product suite to support additional distributed systems platforms. If we do not successfully develop,
market, sell and support our distributed systems products, this would materially adversely affect our business and our future quarterly and annual operating results. Historically, the majority of our
products have been designed for the mainframe platform, and the majority of our software license revenue, maintenance revenue and professional services revenue to date have been attributable to
licenses for these mainframe products. We have limited experience developing, marketing, selling or supporting distributed systems products. Developing, marketing and selling our distributed systems
products will require significant resources that we may not have. Our sales and marketing organizations have historically focused exclusively on sales of our products for the mainframe and have
limited experience marketing and selling distributed systems products. Additionally, we have limited experience in providing support services for distributed systems products. Competition for
experienced software engineers, sales personnel and support staff is intense and if we fail to attract qualified personnel this would impair our ability to support our distributed systems products.
Many of our competitors have substantially greater experience providing distributed systems compatible software products than we do, and many also have significantly greater financial and
organizational resources.

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If the SCM Market Does Not Evolve as We Anticipate, Our Business Will Be Adversely Affected

If we fail to properly assess and address the SCM market or if our products and services fail to achieve market acceptance for any reason, our business and
quarterly and annual operating results would be materially adversely affected. The SCM market is in an early stage of development. IT organizations have traditionally addressed SCM needs internally
and have only recently become aware of the benefits of third-party SCM solutions as their SCM requirements have become more complex. Since the market for our products is still evolving, it is
difficult to assess the competitive environment or the size of the market that may develop. Our future financial performance will depend in large part on the continued growth in the number of
businesses adopting third-party SCM products and the expansion of their use on a company-wide basis. The SCM market for third-party products may grow more slowly than we anticipate. In
addition, technologies, customer requirements and industry standards may change rapidly. If we cannot improve or augment our products as rapidly as existing technologies, customer requirements and
industry standards evolve, our products or services could become obsolete. The introduction of new or technologically superior products by competitors could also make our products less competitive or
obsolete. As a result of any of these factors, our position in existing markets or potential markets could be eroded.

Our Business is Dependent on the Continued Market for IBM and IBM-Compatible Mainframes

We are substantially dependent upon the continued use and acceptance of IBM and IBM-compatible mainframes and the growth of this market. If the
role of the mainframe does not increase as we anticipate, or if it in any way decreases, this would materially adversely affect our business, future quarterly and annual operating results and
financial condition. Additionally, if there is a wide acceptance of other platforms or if new platforms emerge that provide enhanced enterprise server capabilities, our business and future operating
results may be materially adversely affected. The majority of our software license revenue to date has been attributable to sales of our mainframe products. We expect that, for the foreseeable future,
the majority of our software license revenue will continue to come from sales of our mainframe products. As a result, future sales of our existing products and associated maintenance revenue and
professional service revenue will depend on continued use of mainframes.

Seasonal Trends in Sales of Our Software Products May Affect Our Quarterly Operating Results

We have experienced and expect to continue to experience seasonality in sales of our software products. These seasonal trends materially affect our
quarter-to-quarter operating results. Revenue and operating results in our quarter ending January 31 are typically higher relative to our other quarters, because many
customers make purchase decisions based on their calendar year-end budgeting requirements. In addition, our January quarter tends to reflect the effect of the incentive compensation
structure for our sales organization, which is based on satisfaction of fiscal year-end quotas. As a result, we have historically experienced a substantial decline in revenue in the first
quarter of each fiscal year relative to the preceding quarter. We are also currently attempting to expand our presence in international markets, particularly in Europe. We expect our quarter ending
October 31 to reflect the effects of summer slowing of international business activity and spending activity generally associated with that time of year.

We May Experience Delays in Developing Our Products Which Could Adversely Affect Our Business

If we are unable, for technological or other reasons, to develop and introduce new and improved products in a timely manner, this could materially adversely
affect our business and future quarterly and annual operating results. We have experienced product development delays in new version and update releases in the past and may experience similar or more
significant product delays in the future. To date, none of these delays has materially affected our business. Difficulties in product development could delay or prevent the successful introduction or
marketing of new or improved products or the

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delivery of new versions of our products to our customers. Any delay in releasing our new distributed systems products, for whatever reason, would impair our revenue growth.

We Intend to Expand Our International Operations and May Encounter a Number of Problems in Doing So; There Are Also a Number of Factors Associated With International Operations
that Could Adversely Affect Our Business

Expansion of International Operations.We intend to expand the scope of our international operations and currently have
sales subsidiaries in the United Kingdom, Germany, France and Belgium. If we are unable to expand our international operations successfully and in a timely manner, this could materially adversely
affect our business and quarterly and annual operating results. Our continued growth and profitability will require continued expansion of our international operations, particularly in Europe. We have
only limited experience in marketing, selling and supporting our products internationally. Additionally, we do not have any experience in developing foreign language versions of our products. Such
development may be more difficult or take longer than we anticipate. We may not be able to successfully market, sell, deliver and support our products internationally.

Risks of International Operations.International sales represented approximately 10% and 28% of our total license
revenue in the current fiscal quarter ended October 31, 2001 and the same quarter a year ago, respectively. Our international revenue is attributable principally to our European operations. Our
international operations are, and any expanded international operations will be, subject to a variety of risks associated with conducting business internationally that could materially adversely
affect our business and future quarterly and annual operating results, including the following:



Fluctuations in the Value of Foreign Currencies Could Result in Currency Transaction Losses for SERENA

A majority of our international business is conducted in foreign currencies, principally the British pound, the German deutsche mark and French franc.
Fluctuations in the value of foreign currencies relative to the U.S. dollar will continue to cause currency transaction gains and losses. We cannot predict the effect of exchange rate fluctuations
upon future quarterly and annual operating results. We may experience currency losses in the future. To date, we have not adopted a hedging program to protect SERENA from risks associated with foreign
currency fluctuations.

Any Delays in Our Normally Lengthy Sales Cycles Could Result in Significant Fluctuations in Our Quarterly Operating Results

Our sales cycle typically takes six to 18 months to complete and varies from product to product. Any delay in the sales cycle of a large license or a
number of smaller licenses could result in significant fluctuations in our quarterly operating results. The length of the sales cycle may vary depending on a number of factors over which we may have
little or no control, including the size and complexity of a

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potential transaction and the level of competition that we encounter in our selling activities. Additionally, the emerging market for SCM products and services contributes to the lengthy sales process
in that during the sales cycle we often have to teach potential customers about the use and benefits of our products. In certain circumstances, we license our software to customers on a trial basis to
assist the customers in their evaluation of our products. Our sales cycle can be further extended for product sales made through third party distributors.

We May Be Unable to Successfully Complete Strategic Relationships or Acquisitions

We may be unable to successfully complete strategic relationships or acquisitions in pursuit of our growth strategy. One component of our growth strategy,
entering into strategic relationships or the strategic acquisition of businesses, involves certain risks, including, among others, the following:



In
addition, any such acquisition could materially adversely affect our financial results due to dilutive issuances of equity securities, the incurrence of additional debt and the
amortization of expenses or impairment of value related to goodwill and other intangible assets, if any.

Our Executive Officers and Certain Key Personnel Are Critical to Our Business and Such Officers and Key Personnel May Not Remain with SERENA in the Future

Our success will depend to a significant extent on the continued service of our senior executives and certain other key employees, including certain sales,
consulting, technical and marketing personnel. If we lost the services of one or more of our executives or key employees, including if one or more of our executives or key employees decided to join a
competitor or otherwise compete directly or indirectly with SERENA, this could materially adversely affect our business. In particular, we have historically relied on the experience and dedication of
our product authors. With the exception of Douglas D. Troxel, SERENA's founder, Chief Technology Officer and member of SERENA's board of directors, the employment of all of our senior and key
employees, including key product authors, is at will. Mr. Troxel's employment is on a year-to-year basis. In addition, we do not maintain key man life insurance on our
employees and have no plans to do so.

SERENA is Subject to Intense Competition in the SCM Industry and We Expect to Face Increased Competition in the Future, Including Competition in the SCM Distributed Systems
Market

We may not be able to compete successfully against current or future competitors and such inability would materially adversely affect our business, quarterly
and annual operating results and financial condition. The market for our products is highly competitive and diverse. Moreover, the technology for SCM products may change rapidly. New products are
frequently introduced, and existing products are continually enhanced. Competition may also result in changes in pricing policies by SERENA or our competitors which could materially adversely affect
our business and future quarterly and annual operating results. Competitors vary in size and in the scope and breadth of the products and services that they offer. Many of our current and potential
competitors have greater financial, technical, marketing and other resources than we do. As a result, they may be able to respond more quickly to
new or emerging technologies and changes in customer requirements. They may also be able to devote greater resources to the development, promotion and sale of their products than we can.

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Mainframe Competition.We currently face competition from a number of sources, including:



Competition in the Distributed Systems SCM Market.We also face significant competition as we develop, market and sell
our distributed systems products, includingChangeMan DS,ChangeMan ALM, ChangeMan ECPandChangeMan WCM. If we are unable to successfully penetrate the distributed systems SCM
market, our business and future quarterly and annual operating results will be materially adversely affected. Penetrating the existing distributed systems SCM market will be difficult. Competitors in
the distributed systems market include Rational Software, Computer Associates, MERANT, Microsoft, Interwoven, Documentum, Vignette and other smaller private companies.

Future Competition.We may face competition in the future from established companies who have not previously entered
the mainframe SCM market, from emerging software companies, or from other web content management software companies. Barriers to entry in the software market are relatively low. Increased competition
may materially adversely affect our business and future quarterly and annual operating results due to price reductions, reduced gross margins and reduction in market share. Established companies may
not only develop their own mainframe or distributed systems SCM solutions, but they may also acquire or establish cooperative relationships with our current competitors, including cooperative
relationships between large, established companies and smaller private companies. Because larger companies have significant financial and organizational resources available, they may be able to
quickly penetrate the mainframe or distributed systems SCM market through acquisitions or strategic relationships and may be able to leverage the technology and expertise of smaller companies and
develop successful SCM products for the mainframe. We expect that the software industry, in general, and providers of SCM solutions, in particular, will continue to consolidate. It is possible that
new competitors or alliances among competitors may emerge and rapidly acquire significant market share.

Bundling or Compatibility Risks.Our ability to sell our products also depends, in part, on the compatibility of our
products with other third party products, particularly those provided by IBM. Developers of these third party products may change their products so that they will no longer be compatible with our
products. These third party developers may also decide to bundle their products with other SCM products for promotional purposes. If that were to happen, our business and future quarterly and annual
operating results may be materially adversely affected as we may be priced out of the market or no longer be able to offer commercially viable products.

Third Parties in the Future Could Assert That Our Products Infringe Their Intellectual Property Rights, Which Could Adversely Affect Our Business

Third parties may claim that our current or future products infringe their proprietary rights. Any claims of this type could affect our relationships with
existing customers and may prevent future customers from licensing our products. Because we are dependent upon a limited number of products, any such claims, with or without merit, could be time
consuming, result in costly litigation, cause product shipment delays or require us to enter into royalty or licensing agreements. Royalty or license agreements may not be available on acceptable
terms or at all. We expect that software product developers will increasingly be subject to infringement claims as the number of products and competitors in the software industry segment grows and the
functionality of products in different industry segments overlaps. As a result of these factors, infringement claims could materially adversely affect our business.

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We May Not Be Able to Recruit and Retain the Personnel We Need to Succeed

Our future success will likely depend in large part on our ability to attract and retain additional experienced sales, technical, marketing and management
personnel. In addition, we will need to attract and retain sufficient numbers of qualified software engineers, as well as sales and marketing and support personnel, and successfully develop, market
and support our distributed systems product suite. Competition for such personnel in the computer software industry is intense, and in the past we have experienced difficulty in recruiting qualified
personnel, especially developers and sales personnel. We expect competition for qualified personnel to remain intense, and we may not succeed in attracting or retaining such personnel. If we do not,
this could materially adversely affect our business and future quarterly and annual operating results. In addition, new employees generally require substantial training in the use of our products.
This training will require substantial resources and management attention.

International Operations.We intend to expand the scope of our international operations and these plans will require us
to attract experienced management, service, marketing, sales and support personnel for our international offices. Competition for such personnel is intense, and we may not be able to attract or retain
such experienced personnel.

Our Industry Changes Rapidly Due to Evolving Technology Standards And Our Future Success Will Depend on Our Ability to Continue to Meet the Sophisticated Needs of Our Customers

Our future success will depend on our ability to address the increasingly sophisticated needs of our customers by supporting existing and emerging hardware,
software, database and networking platforms particularly for our distributed systems products. We will have to develop and introduce enhancements to our existing products and new products on a timely
basis to keep pace with technological developments, evolving industry standards and changing customer requirements. We expect that we will have to respond quickly to rapid technological change,
changing customer needs, frequent new product introductions and evolving industry standards that may render existing products and services obsolete. As a result, our position in existing markets or
potential markets could be eroded rapidly by product advances. The life cycles of our products are difficult to estimate. Our growth and future financial performance will depend in part upon our
ability to enhance existing applications, develop and introduce new applications that keep pace with technological advances, meet changing customer requirements and respond to competitive products. We
expect that our product development efforts will continue to require substantial investments. We may not have sufficient resources to make the necessary investments. Any of these events could have a
material adverse effect on our business, quarterly and annual operating results and financial condition.

Errors in Our Products or the Failure of Our Products to Conform to Specifications Could Result in Our Customers Demanding Refunds from Us or Asserting Claims for Damages
Against Us

Because our software products are complex, they often contain errors or "bugs" that can be detected at any point in a product's life cycle. While we
continually test our products for errors and work with customers through our customer support services to identify and correct bugs in our software, we expect that errors in our products will continue
to be found in the future. Although many of these errors may prove to be immaterial, certain of these errors could be significant. Detection of any significant errors may result in, among other
things, loss of, or delay in, market acceptance and sales of our products, diversion of development resources, injury to our reputation, or increased service and warranty costs. These problems could
materially adversely affect our business and future quarterly and annual operating results. In the past we have discovered errors in certain of our products and have experienced delays in the shipment
of our products during the period required to correct these errors. These delays have principally related to new version and product update releases. To date none of these delays have materially
affected our business. However, product errors or delays in the future, including any product errors or delays associated with the introduction of our distributed systems products, could be material.
In addition, in certain cases we have warranted that our products will

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operate in accordance with specified customer requirements. If our products fail to conform to such specifications, customers could demand a refund for the software license fee paid to us or assert
claims for damages.

Product Liability Claims Asserted Against Us in the Future Could Adversely Affect Our Business

We may be subject to claims for damages related to product errors in the future. A material product liability claim could materially adversely affect our
business. Our license agreements with our customers typically contain provisions designed to limit exposure to potential product liability claims. SERENA's standard software licenses provide that if
our products fail to perform, we will correct or replace such products. If these corrective measures fail, we may be required to refund the license fee for such non-performing product.
However, our standard license agreement limits our liability for non-performing products to the amount of license fee paid, if the license has been in effect for less than one year, or to
the amount of the licensee's current annual maintenance fee, if the license is more than one year old. Our standard license also provides that SERENA shall not be liable for indirect or consequential
damages caused by the failure of our products. Such limitation of liability provisions may, however, not be effective under the laws of certain jurisdictions to the extent local laws treat certain
warranty exclusions as unenforceable. Although we have not experienced any product liability claims to date, the sale and support of our products entail the risk of such claims.

Our Share Price Has Been, and Will Likely Continue to be, Volatile

The market price of our common shares has fluctuated significantly in recent months, and we expect that the market price of our common shares may fluctuate
substantially as a result of variations in our quarterly operating results and market conditions. These fluctuations may be exaggerated if the trading volume of our common shares is low. In addition,
the market price of our common shares may fall dramatically in response to a variety of factors, including:



Because
of this volatility, we may fail to meet the expectations of our stockholders or of securities analysts at some time in the future and the trading prices of our securities
could decline as a result.

In
addition, equity securities of many technology companies have recently experienced significant price and volume fluctuations. These price and volume fluctuations are sometimes
unrelated to the operating performance of the affected companies. Volatility in the market price of our common shares could result in securities class action litigation. This type of litigation,
regardless of the outcome, could result in substantial costs to us and a diversion of our management's attention and resources.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

The Company does not have derivative financial instruments in its investment portfolio and has no foreign exchange contracts. Its financial instruments consist
of cash and cash equivalents, short and long-term investments, trade accounts and contracts receivable and accounts payable. The Company considers investments in highly liquid instruments
purchased with a remaining maturity of 90 days or less to be cash equivalents. All of the Company's cash equivalents and short and long-term investments

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principally consist of commercial paper and debt securities, and are classified as available-for-sale as of October 31, 2001. The Company's exposure to market risk for
changes in interest rates relates primarily to its short and long-term investments and short-term obligations, thus, a hypothetical 10% fluctuation in interest rates would not
have a material impact on the fair value of these securities.

Sales
to foreign countries accounted for approximately 15% and 20% of the total revenue during the quarter and nine months, respectively, ended October 31, 2001. Because the
Company invoices certain of its foreign sales in currencies other than the United States dollar, predominantly the British pound sterling and German deutsche mark, and does not hedge these
transactions, fluctuations in exchange rates could adversely affect the translated results of operations of the Company's foreign subsidiaries. Therefore, foreign exchange fluctuation could create a
risk of significant balance sheet gains or losses on the Company's consolidated financial statements. However, given the Company's foreign subsidiaries' net book values as of October 31, 2001
and net cash flows for the most recent fiscal quarter and nine months then ended, and fiscal year ended January 31, 2001, the Company does not believe that a hypothetical 10% fluctuation in
foreign currency exchange rates would have a material impact on our financial position or results of operations.

Intangible Asset Risk.We have a substantial amount of intangible assets. Although at October 31, 2001 we
believe our intangible assets are recoverable, changes in the economy, the business in which we operate and our own relative performance could change the assumptions used to evaluate intangible asset
recoverability. We continue to monitor those assumptions and their consequent effect on the estimated recoverability of our intangible assets.

PART IIOTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Not applicable.

ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS

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



Not
applicable.



No
reports on Form 8-K were filed by the Company during the quarter ended October 31, 2001.

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SIGNATURES

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

| |  | SERENA SOFTWARE, INC.
| |  | ---------------------
| |  | By:                  

Date:
December 14, 2001

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