<PAGE>
                 U.S. SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549

                              FORM 10-KSB

   X  	 Annual report pursuant to section 13 or 15(d) of the Securities 
        Exchange Act of 1934 for the fiscal year ended September 30, 1996.

        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. 0-18809
     ___________________________________________________________________

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

             		 Delaware				                     41-1614808
	     (State or other jurisdiction of				     (I.R.S. employer
	     incorporation or organization)				      Identification No.)

            1801 Industrial Circle, West Des Moines, Iowa  50265
          (Address of principal executive offices)       (Zip Code)


     Registrant's telephone number, including area code:  (515) 221-1801
       ________________________________________________________________

       Securities registered pursuant to Section 12(b) of the Act:  None

         Securities registered pursuant to Section 12(g) of the Act:
                Common Stock, par value $0.02 per share
                            (Title of class)

Indicate by mark (X) 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       




                         (Cover page continued)
<PAGE>

Indicate by mark (X) if disclosure of delinquent filers pursuant to Item 405 
of Regulation S-B is not contained herein, and will not be contained, to the 
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [  ]

Issuer's revenues for its most recent fiscal year:  $10,437,520.

Aggregate market value of the voting stock held by non-affiliates of the 
registrant, based upon the closing price of the Common Stock on November 30, 
1996: $3,905,996

Number of shares outstanding of each of the registrant's classes of common 
stock as of November 30, 1996:

                       Class A   5,627,028
                       Class B           0


                   DOCUMENTS INCORPORATED BY REFERENCE:

List hereunder the following documents if incorporated by reference and the 
Part of the 10-KSB into which the document is incorporated.

Portions of the registrant's Annual Report to Stockholders for the fiscal year
ended September 30, 1996, are incorporated herein by reference in Parts I, 
II, and IV.

Portions of the Proxy Statement to be delivered to stockholders in connection
with the Annual Meeting of Stockholders to be held February 28, 1997, are 
incorporated by reference into Part III.

<PAGE>
                        CE SOFTWARE HOLDINGS, INC.
                     1996 FORM 10-KSB ANNUAL REPORT
                           Table of Contents

                                              																					Page

Trademarks/Definitions							                                        1

                                 PART I

Item 1.	Business 							    	                                        2
Item 2.	Properties						          	    	                            11
Item 3.	Legal Proceedings						    	                                11
Item 4.	Submission of Matters to a Vote of Security Holders	       	12


                                 PART II

Item 5.	Market for the Registrant's Common Equity and Related
       	Stockholder Matters			                                      12
Item 6.	Management's Discussion and Analysis of Financial
	       Condition and Results of Operations		                       12
Item 7.	Financial Statements 						                                 12
Item 8.	Changes in and Disagreements with Accountants on
	       Accounting and Financial Disclosure	                        12


                                 PART III

Item 9.	Directors and Executive Officers of the Registrant			       13
Item 10.Executive Compensation 						                               13
Item 11.Security Ownership of Certain Beneficial Owners and
       	Management								                                          13
Item 12.Certain Relationships and Related Transactions	  		         13


                                  PART IV

Item 13.	Exhibits, Financial Statements, and Reports on Form 8-K	   14
Signatures									                                                 16

<PAGE>

TRADEMARKS/DEFINITIONS

Arrange(tm), BackMatic(tm), ButtonAction(tm), CalendarMaker(tm), CEToolbox(tm), 
Choosy(tm), CursorWait(tm),  DayVision(tm), DemoQuicKeys(tm), DialogKeys(tm), 
DisMounty(tm), EnRoute(tm), Finder Events(tm), Grab Ease(tm), Grabber(tm),
IconMover(tm), MailManager(tm), MassCopier(tm), Medi:for(r), MenuDecision(tm),
MenuWait(tm), MobileVision(tm), Mounty(tm), Mousie(tm), My Time Manager(r),
NameFinder(tm), NameServer(tm), NetModemChoosy(tm), Network Scheduler(r),
ns:Agent(tm), NSDD(tm), Paste Ease(tm), Powercore(r), Printer Bridge(tm),
ProcessSwap(tm), ProKey(tm), QK Icons(tm), QK Install(tm), QM Server(tm),
QM Administrator(tm), QM-Connect(tm), Gateway(tm), QM Config(tm),
QM-Data Collection Bridge(tm), Bridge(tm), QM-Direct(tm), Bridge(tm),
QM Forms(tm), QM-Internet(tm) Gateway, QM-Link Gateway(tm), QM Menu(tm), 
QM-MHS Gateway(tm), QM-QM Bridge(tm), QM Recorder(tm), QM Recorder II(tm),
QM Remote(tm), QM Resources(tm), QM-Script Gateway(tm), QM-Serial Gateway(tm),
QM Server(tm), QM TimeOuts(tm), QuickAccess(tm), QuicKeys(r),
QuicKeys Icons(tm), QuickConference(tm), QuickMail(tm), QuickMail(tm) Pro,
QuickMailBar(tm), QuickMessenger(tm), QuickSend(tm), QuickTimer(tm),
Schedule/DOS(r), Scrap Ease(tm), Screen Ease(tm), SpeakEase(tm), TeamVision(tm),
Technical Assistance Assistant(tm), The Time Traveler(r), TimeVision(r),
TimeVision NS(tm), TypeEase(tm), Vaccine(tm), WebArranger(tm),
WindowDecision(tm), and WindowWait(tm) are trademarks or registered trademarks
of CE Software, Inc., an Iowa corporation.  

IBM(r) is a registered trademark of International Business Machines 
Corporation ("IBM").  Macintosh(r) and Apple(r) are registered trademarks, 
and AppleScript(tm), AppleTalk(tm), AppleTalk Remote Access(tm), and Mac(tm) are
trademarks of Apple Computer, Inc. ("Apple").  MS-DOS(r) and Microsoft(r) are
registered trademarks and Windows(tm) is a trademark of Microsoft Corporation 
("Microsoft").  Intercall(tm) UUCP is a trademark of Holmen and Ungman.  
QM-Link(tm) and QM Postman(tm) are trademarks of Netstrategy Software, Inc. 
Netware(r) and Novell(r) are registered trademarks of Novell, Inc.  Wizard(tm),
is a trademark of Sharp Corporation.  cc:Mail(tm) is a trademark of Lotus 
Corporation.  Netscape Navigator(tm) is a trademark of Netscape Communications, 
Inc., and WebWhacker(tm) is a trademark of The Forefront Group, Inc.

page 1
                  
<PAGE>
                              PART I

Item 1:  Business

General

CE Software Holdings, Inc., a Delaware corporation (the "Company"), designs, 
develops, publishes, markets, and supports a line of commercial software 
products for personal computers to enhance office communications, 
connectivity, and productivity of its business and home users.  As of September 
1996, the Company had eight products on the market for Apple Macintosh 
and/or IBM and IBM compatible personal computers (PCs), plus a number of 
subsidiary products, as well as others under development.  It produces messaging
products, including its award-winning electronic mailprogram, QuickMail; 
personal application products, such as QuicKeys, Web-Arranger, and 
CalenderMaker; and group caledaring and scheduling products,such as 
TimeVision NS.

The Company

The Company was formed in 1988 as Anubis Corp. and changed its name to CE 
Software Holdings, Inc., a Delaware corporation, after it acquired all the 
common stock of CE Software, Inc., an Iowa corporation, in a February 1990 
merger transaction.  The merger was accounted for as a reverse acquisition.  
Since its organization, CE Software Holdings, Inc., has not had any operations; 
accordingly, the operations described herein, unless otherwise specified, are 
those of the subsidiary, CE Software, Inc.  As of November 30, 1996, 35.5% of 
the Company's outstanding common stock was beneficially owned by the three 
founders of CE Software, Inc.: Richard A. Skeie, Donald M. Brown,
and John S. Kirk.

CE Software, Inc. (CE) was formed in January 1987 as the successor to a 
business begun in 1981 as the software development arm of a retail computer 
store.  During the early 1980's the original business emphasized a range of 
accounting software, games, and programming products for the Apple II 
computer.  After the release of the Macintosh in 1984, CE released its first 
Macintosh program in December 1984.  For several years the bulk of CE's 
product development and sales was for Macintosh applications.  Since 1990,the 
Company has expanded its development staff and specifically assigned certain 
programmers to convert existing products for use in IBM PC and compatible 
computers.  Through this effort, the Company's major product, QuickMail, was 
upgraded in September 1991 to work with networks commonly used with IBM 
PC and compatible computers.  In March 1993, the Company further extended 
QuickMail to operate with Microsoft Windows.In May 1994, CE Software, 
Inc., acquired substantially all the assets and in-process research and 

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<PAGE>

development of Powercore, Inc., a privately held developer and manufacturer of 
computer software.  The primary asset acquired was Network Scheduler, which 
operates using IBM and compatible computers in the Microsoft Windows 
environment. 

Products

The Company's products are designed to enhance office communications, 
connectivity, and productivity of users.  All the products are in the same 
category of business software.  Several of the products have received various 
domestic and international awards from professional groups, user groups, and 
industry magazines.

The products may be functionally divided into three groups: (1) messaging, (2) 
personal applications, and (3) group calendaring and scheduling.  Messaging 
includes the products QuickMail, QM-Link for ARA, QM Postman, Intercall 
UUCP, and QM-Internet Gateway.  Personal application products include 
QuicKeys, CalendarMaker and WebArranger.  Group calendaring and scheduling 
consist of the TimeVision NS product.  The Company's approximate net 
revenues have been divided into the three groups as follows:

<TABLE>
<CAPTION> 
                                    	       Years Ended September 30, 
                                          1996         1995        1994    
<S>                                   <C>          <C>          <C>
 Messaging	                             $7,979,000	  8,882,000	  6,958,000
 Personal applications	                  2,153,000	  3,003,000	  3,775,000
 Calendaring and scheduling	               306,000	  1,034,000	    652,000
                                       $10,438,000  12,919,000	 11,385,000
</TABLE>

The Company has emphasized use of its QuickMail product in the electronic mail
messaging and networking area, and of its QuicKeys product in the personal 
applications area.  The Company believes these products, as updated from time 
to time, will continue to make a significant revenue contribution inside their 
respective product groups.  To the extent that the Company is unable to produce 
competitive products or respond to changes in usage of such products, it may be 
at risk of reduced sales of such products.

Messaging

QuickMail is an easy-to-use electronic mail application for a computer 
network, first introduced in 1988.  It allows sending and receiving of 
messages, real time conferencing, remote access, and a variety of connectivity
options to QuickMail locations and to other electronic mail systems.

page 3

<PAGE>

QuickMail is sold in packages for one, five, ten, twenty-five, fifty or one 
hundred users.  Gateway and bridge components, including QM-QM, QM-Direct, QM-
Link, QM-Script, and QM-Printer are included in the product.  Suggested list 
price of a 10-user pack is $649.00.  The company also separately sells certain 
proprietary bridges and gateways.  Many other developers have written custom 
gateways, for sale commercially, linking QuickMail to a wide variety of other 
local area network (LAN), mainframe-based messaging systems and the 
Worldwide Internet.

The Company in 1989 released the QuickMail PC version that allowed the 
addition of PCs using AppleTalk to a Macintosh QuickMail network.  The 
Company in September 1991 released QuickMail version 2.5, a version that for 
the first time integrated both Macintosh and PC software in the same package.  
PC users gained access to the QuickMail network either through the AppleTalk 
solution or through a file-based solution using a Novell network.  In March 
1993, the Company released QuickMail version 2.6 that extended the product 
further by offering a Windows interface to the QuickMail client.

In October 1993, the Company released QuickMail AOCE (Apple Open Collaborative 
Environment) for Macintosh computers.  Using the technology pre-installed on 
all newer Macintosh computers, QuickMail AOCE provides the familiar QuickMail 
interface while utilizing the transport and addressing scheme provided by 
Apple Computer.

In July 1994, the Company completed a publisher/developer agreement with 
Netstrategy Software, Inc., that allows the Company to publish and market the 
following QuickMail related products.  QM Postman, a mail distribution product, 
allows users to easily mail messages to a wide group of individuals without 
having to individually address the message for each recipient.  QM Postman 
dynamically maintains correct addresses without direct user involvement.  QM-
Link for ARA simplifies the process of connecting, via AppleTalk Remote 
Access (ARA), to a user's QuickMail account.  Once configured by the end user, 
QM-Link for ARA automates the remote connection process, eliminating the manual 
process of modem connection and launching QuickMail.

In August 1994, the Company released QuickMail version 3.0.  QuickMail 3.0 
offers users several enhancements to the client portion of the software, 
including new spell-checking features, an advanced mail management utility 
(MailManager), and a powerful search engine used to identify specific messages 
filed in QuickMail folders.  QuickMail 3.0 also enhanced the server portion of 
the software with several specific additions designed to improve performance in 
high-traffic environments.

In September 1995, the Company released QuickMail version 3.5.  This version 
added many new features including, but not limited to, styled text, drag and 

page 4

<PAGE>

drop mobility, quick conference dialog, enhanced security, and expanded server-
based mail handling capabilities.  Version 3.6 followed in March of 1996, making
QuickMail even faster on Power Macintosh clients, allowing larger address books,
easier distribution of centralized address books as well as several other speed 
enhancing features. 

In fiscal 1996, the Company released two new gateway products for QuickMail; 
Intercall UUCP and QM-Internet Gateway.  Intercall UUCP operates utilizing the 
popular Unix to Unix Copy Protocol (UUCP) standards of communication, and 
QM-Internet Gateway is a Simple Mail Transfer Protocol (SMTP) gateway which 
connects QuickMail to the Internet.  The Intercall UUCP gateway is available 
for unlimited users for a suggested retail price of $495.00 and QM-Internet 
Gateway is available for unlimited users for a suggested retail price of
$2,495.00.

In November 1996, the Company released QuickMail Pro, its new electronic mail 
product for the POP3 (Post Office Protocol, version 3) Internet and Intranet 
environment.  Available for Windows and Macintosh operating systems, 
QuickMail Pro brings the powerful features and ease-of-use associated with CE 
Software's award-winning LAN E-mail client to the Internet.

Personal Applications

QuicKeys, CE Software's flagship automation software, was first introduced in 
1987.  QuicKeys allows users to trigger shortcuts that automate many of the 
day-to-day functions inherent with most computer programs.  Since its release, 
QuicKeys has been the leading desktop automation package for the Macintosh 
computing environment.

In August 1993, QuicKeys version 3.0 was released.  Recognizing the changing 
requirements of the software industry, this release built in close support for 
two of the leading Apple Computer technology initiatives: Apple Events and 
AppleScript.  In addition, QuicKeys 3.0 was designed from the start to take 
advantage of the audio/visual workstations now offered by Apple Computer.  
With the appropriate technology installed, shortcuts can be triggered by voice 
command as well as the more traditional keyboard interaction.

QuicKeys 3.0 represented an innovative shift in the way shortcuts are 
initiated by the user.  By combining many operating components into one main 
user interface window, QuicKeys 3.0 greatly simplifies user interaction.  
QuicKeys 3.0 was named the Best Utility of the Year, for 1993 by the editors 
of MacUser magazine.

In August 1996, QuicKeys version 3.5 was released.  With QuicKeys 3.5 users 
are able to create toolbars and floating palettes for triggering shortcuts, 

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<PAGE>

create a desired QuicKeys sequence in batch processing for multiple documents, 
edit QuicKeys instructions using a new tab-oriented interface with movable 
windows, and utilize enhanced dial-up capabilities.  With added reliability 
improvements, QuicKeys is enabled to work seamlessly with the latest version 
of Apple's operating system, Mac OS, and the most popular applications 
software.  QuicKeys sells for a suggested retail price of $119.00.

ProKey DOS and ProKey Windows were macro (automation) programs acquired from 
RoseSoft, Inc., in 1992.  These programs have functionality similar to 
QuicKeys, but operate within the DOS (disk operating system) and Windows 
environments.  In June 1993, CE Software released version 1.5 of ProKey 
Windows.  This version added support for extended scripting in the Windows 
environment and added a handicapped module to assist users who may have 
mobility challenges.  Due to lack of profits and technological changes in the
industry, sales of ProKey DOS and ProKey Windows were discontinued in fiscal
1996.

CalendarMaker Macintosh, a personal calendaring product, was upgraded to 
version 4.0 in March 1993.  First introduced in 1986, CalendarMaker has 
consistently provided an easy-to-use, easy-to-learn, calendaring environment 
for the small business, school or church environment.  Version 4.0 supports 
advanced calendaring functions such as unlimited calendar size, duplicating 
events by date or time period, even full color capabilities.  Version 4.1 
released in January 1994 added memory management routines to improve 
performance.  CalenderMaker sells for a suggested retail price of $59.95.

CalendarMaker Windows represented an entry-level calendaring capability for 
the Windows environment.  Appealing to the same market, CalendarMaker Windows 
provided basic calendaring capabilities to users with Windows operating 
systems.  Due to the lack of profits and future potential for this product, 
CalendarMaker Windows was discontinued in fiscal 1996.

In October 1995, CE Software, Inc., acquired Arrange, a software technology 
from Common Knowledge, Inc.  A month later, CE announced WebArranger version 
1.0, an Internet information management application that combines extensive 
Internet tracking and capturing capabilities with the flexible personal 
information management features of Arrange.  The application works in 
conjunction with today's popular Web browser technologies including Netscape  
Navigator, to provide users with a simple means of tracking and organizing 
Internet data.  WebArranger version 1.0 was initially distributed, free of 
charge to more than 20,000 users, via the Internet.  In February 1996, 
WebArranger 2.0 was released with a suggested retail price of $99.95.  Web-
Arranger 2.0 included numerous significant enhancements over the 1.0 version.
Some of the more significant include a Uniform Resource Locator (URL) Validator 
that automatically updates URLs by checking Web sites to see if they are still

page 6 

<PAGE>

active, and updating them with the new or changed information as needed.  A 
universal Grabber technology was added for capturing information from any 
source, text or graphics with a single keystroke.  Another addition was a down-
load agent that automatically retries busy file transfer protocol sites at user-
defined time intervals until a  successful down load is logged.  A feature 
called WebWhacker, that captures applications and allows users to copy multiple
pages or whole sites, was incorporated into the product.  This new feature
provides a timely and cost-effective way to browse the Internet even while
disconnected.

Calendaring and Scheduling

In May 1994, CE Software, Inc., acquired the assets of Powercore, Inc., of 
Manteno, Illinois.  As a result, the Company acquired a number of calendaring 
and scheduling applications which included both products developed under 
contract with Original Equipment Manufacturers (OEM) and a commercial product.  
The OEM products include Schedule+ for DOS developed under contract for 
Microsoft and 9000-Link, and a Windows product developed under contract with 
Sharp Corporation for use with the Sharp Wizard electronic organizer.  The
commercial product was Network Scheduler.

Network Scheduler for DOS was commercially released by Powercore in 1989.  
Powercore followed up with a version for Windows in 1990 and with subsequent 
enhanced versions in 1991 and 1993.  In March 1995, ten months after 
acquiring Network Scheduler, the Company released an enhanced version of 
Network Scheduler named TimeVision NS.  TimeVision NS is a calendaring and 
scheduling application that allows groups of people within a department or 
throughout a company to schedule meetings with others, track tasks, and 
schedule shared resources such as conference rooms and audiovisual equipment.  
The product is available for Windows and DOS environments and operates over 
virtually and PC Local Area Network.  

TimeVision NS also allows for the sending of meeting notifications to other 
non-TimeVision NS users through popular electronic mail systems.  Electronic 
mail systems supported by Network Scheduler include Lotus cc:Mail, Microsoft 
Mail and Novell's Mail Handling System.

TimeVision NS may be used by individuals or by hundreds of people within a 
company, but due to technical barriers within the product, its release into 
larger enterprises has been more difficult than projected.  The product is 
available in 5-and 25-user packages with a suggested retail price for a 25-
user pack of $1,995.00.

page 7

<PAGE>

Product Support

CE believes that customer technical support is an important part of its 
overall performance.  As of September 30, 1996, the Company had 14 full-time 
employees involved in technical support services, available to all customers 
by electronic mail, Worldwide Web site, commercial bulletin board services, 
telephone, or fax.  Certain customers are charged an annual maintenance fee 
for upgrades and support.  Support services include explaining how the 
customer's computer works, how their other software works in relation to CE
products, solving problems with software operation, and suggesting solutions
to business and personal computing issues.

Distribution and Marketing

The Company's products are primarily marketed through independent distributors 
in the United States, through numerous independent dealers and distributors in 
other countries, directly to large corporate accounts under site licensing 
agreements, and directly to end-users through direct marketing campaigns.

Of the Company's total revenues for fiscal 1996, approximately 23% are through 
two independent, domestic, nonexclusive distributors:  Ingram Micro (19%) and  
Merisel (3%).  Generally, distributors purchase product at a 40% discount from 
list prices.  Of the Company's total revenues, an additional 5% and 3% are 
through SRA and Prisma, independent, international, exclusive distributors 
located in Japan and West Germany, respectively.  International distribution 
generally requires a larger discount, in return for various advertising and 
customer registration duties demanded of the distributors. 

The Company is involved in direct marketing through its sales and marketing 
staff of 31 persons.  Much of this work involves ongoing contacts with the 
major distributors and dealers, and working with major corporate accounts on 
site licensing agreements.  Site licensing agreements accounted for 
approximately 16% of the Company's revenue in fiscal 1996, and typically 
involve substantial front-end payments for the privilege of using a specified 
number of copies of the programs on their premises.

The Company gives its distributors industry-standard rights of return for 
stock balancing and for defective products, and replacement rights when 
products are upgraded to new versions.  Distributor returns for stock 
balancing and defective products have totaled approximately $443,000 and  
$259,000 in fiscal years 1996 and 1995, respectively.  A reserve for returns 
has been recorded and was $31,100 and $56,900 at September 30, 1996 and 1995, 
respectively.  Returns exchanged for product upgrades and new version releases

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<PAGE>

are not material because of the Company's low cost to replace such returns. Re-
from end users, for any reason, have not been significant.

Approximately 25% and 24% of the Company's sales in fiscal 1996 and 1995, 
respectively, have been international, primarily through 16 international 
distributors (see note 7 to the Consolidated Financial Statements).  Several of 
these are limited by contract as distributors for specified geographic areas.  
The Company expects to continue emphasizing its international sales in upcoming 
periods by providing additional translations of its products.  It currently 
provides translations of certain programs in French, German, Japanese, and 
several other languages.

Product Development

The personal computer software industry is undergoing rapid technological 
change, requiring a continuous high level of enhancement of existing products 
and development of new products.  The Company is committed to the creation of 
new products and intends to continue the enhancement of existing products.  

The Company's future financial performance will depend in part on the 
successful development, completion, and introduction of new software products, 
and of enhanced versions of existing products, and customer acceptance of those 
products.  In the past the Company has experienced delays in completing the 
development of certain new products and there can be no assurance that it will 
not encounter difficulties that could delay or prevent the successful marketing 
of new products or enhancements of existing products. There also can
be no assurance that the Company's continuig development program will yield 
positive results in the future or that such results can be obtained on a timely
basis or without the expenditure of substantial funds.

The majority of the Company's software products are developed internally, 
although the Company has purchased and/or licensed software products from 
independent authors and other software companies.  As of September 30, 1996, 
24 persons were engaged full time in product development.  During fiscal years 
1996, 1995, and 1994, the Company spent approximately $2,000,000, $2,498,000, 
and $2,029,000, respectively, on product development and enhancement 
activities, representing approximately 19%, 19%, and 18%, respectively, of net
revenues in each of these periods.

Competition

The personal computer software market is highly competitive and has been 
subject to rapid change, which is expected to continue.  The Company's 
competitors include many independent software vendors that have financial, 
marketing, and technological resources far in excess of those of the Company.  

page 9

<PAGE>

Certain of these include Microsoft Corporation, Lotus, Netscape Communications,
Inc., Qualcomm, and Novell Corporation and its subsidiary, WordPerfect.  A 
number of independent smaller firms have created specialized products which 
compete with the Company's products.  In addition, certain computer manu-
facturers may devote significant resources to creating software, directly 
competitive with products of the Company, for inclusion with their computers
and computer systems without additional charge to consumers.

The Company's messaging, personal application, and calendaring and scheduling 
products are marketed primarily through the retail channel.  All of these 
products face competing products offering many similar features.  The Company 
believes that the principal competitive factors in the market include product 
features and functions, ease of understanding and operating the software, 
product reliability, price/performance characteristics, name recognition, and 
availability and quality of support and training services. Price competition 
could become an increasing factor in the personal computer software market, 
which could, in turn, be expected to increase pressures on profit margins in the
future.

Product Protection

The Company regards its software as proprietary and attempts to protect it with
copyrights, trade secret laws, and internal nondisclosure safeguards, as well as
restrictions on disclosure and transferability that are incorporated into its 
software license agreements.  The Company licenses its software products to 
customers rather than transferring title.  Despite these restrictions, it may be
possible for competitors or users to copy aspects of the Company's products or 
to obtain information which the Company regards as trade secrets.  Computer 
software generally can be patented only with difficulty, and existing copyright 
laws afford only limited practical protection.  Policing unauthorized use of 
such a broadly disseminated product as computer software is difficult, and 
software piracy can be expected to be a persistent problem for the packaged 
software industry.  These problems may be particularly acute in international 
markets.  However, because of the rapid pace of technological change in its 
industry, such protections are less significant than factors such as knowledge, 
ability, and experience of the Company's employees, frequent product 
enhancement, and the timeliness and quality of Company support services. 

Employees

As of September 30, 1996, the Company employed 93 full-time equivalent 
employees (part-time employees in total working an aggregate of 40-hour work 
week make one full-time equivalent employee).  The development staff of 24 
includes 10 quality assurance engineers and 12 computer programmers.  Other 
employees included 31 in domestic and international sales and marketing, 14 in 
customer technical support, 5 in production and shipping capacities, 5 in 

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<PAGE>

product design and 14 in general and administrative.  None of the Company's
employees is represented by a union.  The Company has experienced no work 
stoppages, and the Company believes that its employee relations are good.  
Competition in the recruiting of personnel in the computer industry is intense.
The Company believes that its future success will depend in significant part on 
its continued ability to hire and retain qualified management, marketing, and 
technical employees, and independent contractors, as needed.

Risk Factors

Statements made within this Form 10-KSB which are forward-looking statements 
involve risks and uncertainties that could render them materially different. 
Risk factors that may impact future results include, but are not limited to, 
the risk that product upgrades may not be effected on a timely basis, the 
risk that such product upgrades may not achieve market acceptance, the risk 
that competitors will develop similar products and reach the market first, 
and the risk that the Company would not be able to fund its working capital 
needs from cash flow, or be able to borrow under it line of credit.

Item 2:  Properties

The Company's principal facility is a 22,000-square-foot office building which 
the Company built in 1990 in West Des Moines, Iowa.  In May 1994, the Company 
borrowed $1,000,000 secured by a mortgage on this building.  In February 1995, 
the Company purchased the land adjacent to this building, giving the Company 
an additional option for future expansion.  The purchase price was $225,000.

In August 1996, the Company ended its month-to-month lease of 7,800 square feet 
of additional office space located in a separate West Des Moines facility.  
This space was no longer needed due to the consolidation of  the Company's sales
and marketing force into the Company's principal location.  Also in August 
1996, the Company entered into a one-year lease agreement, with 3 one-year 
options to renew, for the rental of 1,700 square feet of office space in a 
facility adjacent to the Company's principal facility.  The space was 
immediately subleased to 4-Sight L.C., who was housed at the Company's principal
location prior to this arrangement.

Item 3:  Legal Proceedings

The Company and its subsidiary, CE Software, Inc., are plaintiffs in a pending 
legal proceeding against Powercore, Inc., and its principal owners.  The 
complaint alleges a breach of contract and fraud in connection with the sale of 
Powercore's assets.  The complaint was filed February 22, 1996, in the United 
States District Court for the Northern District of Illinois, Eastern Division.

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<PAGE>

Actual damages in excess of $7 million and punitive damages of $25 million are 
claimed.  Although management believes the claims are meritorious, no assurance
can be given that damages in such amounts, in any substantial amount, or in any
amount, will be recovered.  The complaint is included herewith as Exhibit 10(k).
 
Item 4:  Submission of Matters to a Vote of Security Holders

No matters were submitted to the stockholders in the fourth quarter of fiscal 
1996.


                              PART II

Item 5:  Market for Registrant's Common Equity and Related Stockholder
         Matters

Incorporated by reference is data for shares of Class A common stock:  market 
prices per share, stock market, and number of stockholders in "Market for 
Registrant's Common Equity and Related Stockholder Matters" on page 23 of the 
Registrant's Annual Report to Stockholders for the fiscal year ended September 
30, 1996.

Item 6:  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

Incorporated by reference is "Management's Discussion and Analysis of Financial 
Condition and Results of Operations" on pages 6 through 8 of the Registrant's 
Annual Report to Stockholders for the fiscal year ended September 30, 1996.

Item 7:  Financial Statements

Incorporated by reference are "Consolidated Financial Statements," "Notes to 
Consolidated Financial Statements" and "Independent Auditors' Report" appearing 
on pages 9 through 22 of the Registrant's Annual Report to Stockholders for the 
fiscal year ended September 30, 1996.

Item 8:  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure

Not applicable.

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<PAGE>

                             PART III


Item 9:  Directors and Executive Officers of the Registrant

Information with respect to this Item may be found in the section captioned 
"Nominees for Elections as Directors" appearing in the Proxy Statement to be 
delivered to stockholders in connection with the Annual Meeting of Stockholders 
to be held February 28, 1997.  Such information is incorporated herein by 
reference.

Information with respect to delinquent Form 4 filings may be found in the 
section captioned "Security Ownership of Certain Beneficial Owners and 
Management"  appearing in the Proxy Statement to be delivered to stockholder 
in connection with the Annual Meeting of Stockholders to be held February  28, 
1997.  Such information is incorporated herein by reference.


Item 10:  Executive Compensation

Information with respect to this Item may be found in the section captioned 
"Executive Compensation" appearing in the Proxy Statement to be delivered to 
stockholders in connection with the Annual Meeting of Stockholders to be held 
February 28, 1997.  Such information is incorporated herein by reference.


Item 11:  Security Ownership of Certain Beneficial Owners and
          Management

Information with respect to this Item may be found in the section captioned 
"Security Ownership of Certain Beneficial Owners and Management" appearing in 
the Proxy Statement to be delivered to stockholders in connection with the 
Annual Meeting of Stockholders to be held February 28, 1997.  Such information 
is incorporated herein by reference.


Item 12:  Certain Relationships and Related Transactions

Information with respect to this Item may be found in the section captioned 
"Executive Compensation" appearing in the Proxy Statement to be delivered to 
stockholders in connection with the Annual Meeting of Stockholders to be held 
February 28, 1997.  Such information is incorporated herein by reference.

page 13

<PAGE>
                             PART IV


Item 13:  Exhibits, Financial Statements, and Reports on Form 8-K
										

(a)	The following documents are filed as a part of this Report:

     1.  	Financial Statements

The following consolidated financial statements of CE Software Holdings, Inc., 
and subsidiaries, and the Independent Auditors' Report issued thereon, appear 
on pages 9 through 22 of the Registrant's Annual Report to stockholders for 
the fiscal year ended September 30, 1996, and are incorporated by reference in 
Part II, Item 7:

Independent Auditors' Report.	
Consolidated Balance Sheets, as of September 30, 1996 and 1995.	
Consolidated Statements of Operations, for the three years ended
    September 30, 1996.
Consolidated Statements of Stockholders' Equity, for the three years
    ended September 30, 1996.
Consolidated Statements of Cash Flows, for the three years ended
    September 30, 1996.
Notes to Consolidated Financial Statements.

     2.   Exhibits..............................................  Page 17       

The following exhibits are filed as part of, or incorporated by reference into, 
this Report:

3(a)	I 	  Certificate of Incorporation
3(b)	I	   Amendment dated April 10, 1990, to Certificate of Incorporation
3(c)	I	   Amendment dated April 19, 1990, to Certificate of Incorporation
3(d)	I	   Bylaws
4(a)	I	   Form of Stock Certificate
4(b)	I	   CE Software Holdings, Inc., 1990 Stock Option Plan
4(c)	I	   Representative Form of Incentive Stock Option
4(d)	II	  1992 Stock Option Plan
4(e)	II	  Nonemployee Directors Stock Option Plan
10(a)	I	  Agreement and Plan of Reorganization dated February 15, 1990,
      		  between Anubis Corp., CE Software, Inc., Richard Skeie, Donald
		        Brown, and John Kirk on his own behalf and as custodian on
          behalf of his minor children
10(b)	I  	Profit Sharing Plan of CE Software, Inc.

page 14

<PAGE>

10(c)	I	  Form of CE Software, Inc., Noncompete-Nondisclosure
          Agreement for Significant Employees
10(d)	III	Amended and restated Executive Employment Agreement with
          Stanford H. Goodman, including Stock Purchase Agreement and
          Non-Recourse Promissory Note 
10(e)	IV	 Asset Purchase Agreement
10(f)	IV	 Registration Rights Agreement
10(g)	IV	 Indemnity Agreement
10(h)	IV	 Business Loan Agreement
10(i)	V	  Amended Non-Recourse Promissory Note with Stanford H.Goodman
10(j) VI  First Amendment to Amended and Restated Executive Employment 
          Agreement with Stanford H. Goodman    
10(k) VII Powercore, Inc., Lawsuit
10(l)		   Settlement Agreement and General Release with Stanford H. Goodman
10(m)		   Unit Purchase and Debt Payment Agreement with 4-Sight plc
10(n)		   Agreement to establish Net Target 
11		      Statement Re: Computation of per share (loss) earnings 
22		      Subsidiaries of the Registrant  
23		      Consent of KPMG Peat Marwick LLP
27        Financial Data Schedule - for SEC filing only

Legend
I	    Incorporated into this Report by reference to the Registrant's
         Registration Statement on Form S-18 which became effective August 31, 
         1990, (Registration No. 33-36008C).
II   	Incorporated into this Report by reference to the Registrant's
         Registration Statement on Form S-8 which became effective November  
         6, 1992, (Registration # 33-54210).
III	  Incorporated into this Report by reference to the exhibits filed as part 
         of the Registrant's Form 10-KSB for the fiscal year ended September 30,
         1993.
IV	   Incorporated into this Report by reference to the exhibits filed as part 
         of the Registrant's Form 8-K filed on May 24, 1994.
V	    Incorporated into this Report by reference to the exhibits filed as part 
         of the Registrant's Form 10-KSB for the fiscal year ended September 30,
         1994.
VI    Incorporated into this Report by reference to the exhibits filed as part 
         of the Registrant's Form 10-KSB for the fiscal year ended September 
         30, 1995.
VII	  Incorporated into this Report by reference to the exhibits filed as part 
         of the Registrant's Form 10-QSB for the quarter ended March 31, 1996. 

(b)	  Reports on Form 8-K
	     No reports on Form 8-K were filed during the last quarter of fiscal 1996.
   
page 15

<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange 
Act of 1934, the Registrant has duly caused this report to be signed on its 
behalf by the undersigned, thereunto duly authorized.

					                                    CE SOFTWARE HOLDINGS, INC.
                 					                       (Registrant)

     					                                   	/s/ Richard A. Skeie
					                                    By___________________________
	    				                                (Richard A. Skeie, President, Chief
                                         Executive Officer and Director)

Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
registrant and in the capacities and on the dates indicated below.

   Signature	                     Title                            Date



   /s/ Richard A. Skeie	                                          12/20/96
_________________________     President, Chief Executive        ___________
     (Richard A. Skeie)       Officer and Director





   /s/ John S. Kirk                                               12/20/96  
_________________________ 	   Secretary and Treasurer,          ___________
     (John S. Kirk)	          Chief Financial Officer,
                              Chief Accounting Officer, and
                              Director



  /s/ David J. Lundquist	                                         12/20/96    
_________________________   	 Director                          ___________
    (David J. Lundquist)     

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<PAGE>
                              EXHIBIT INDEX

Exhibit                                                            Reference (*)
Number          Description                                          or  Page #

3(a)	   Certificate of Incorporation		                                     I
3(b)	   Amendment dated April 10, 1990, to Certificate of Incorporation		  I
3(c)	   Amendment dated April 19, 1990, to Certificate of Incorporation		  I
3(d)	   Bylaws		                                                           I
4(a)	   Form of Stock Certificate		                                        I
4(b)	   CE Software Holdings, Inc., 1990 Stock Option Plan		               I
4(c)	   Representative Form of Incentive Stock Option		                    I
4(d)	   1992 Stock Option Plan		                                           II
4(e)	   Nonemployee Director Stock Option Plan		                           II
10(a)	  Agreement and Plan of Reorganization dated February 15, 1990,
        between Anubis Corp., CE Software, Inc., Richard Skeie, Donald
	       Brown, and John Kirk on his own behalf and as custodian on
        behalf of his minor children		                                     I
10(b)	  Profit Sharing Plan of CE Software, Inc.		                         I
10(c)	  Form of CE Software, Inc., Noncompete-Nondisclosure
        Agreement for Significant Employees		                              I
10(d)	  Amended and restated Executive Employment Agreement with
        Stanford H. Goodman, including Stock Purchase Agreement and
        Non-Recourse Promissory Note	                                     	III
10(e)	  Asset Purchase Agreement with Powercore, Inc., 
        dated May 9, 1994	  IV
10(f)  	Registration Rights Agreement with Powercore, Inc., dated 
        May 9, 1994	                                                       IV
10(g)	  Indemnity Agreement with Powercore, Inc., dated May 9, 1994		      IV
10(h)	  Business Loan Agreement with Brenton Bank dated May 6, 1994	      	IV
10(i)	  Amended Non-Recourse Promissory Note with Stanford H.Goodman
        dated July 20, 1994	                                              	V
10(j)	  First Amendment to Amended and Restated Executive Employee
        Agreement with Stanford H. Goodman dated February 24, 1995	       	VI
10(k)	  Powercore, Inc., Lawsuit	                                          VII
10(l)	  Settlement Agreement and General Release with Stanford H.
	      	Goodman dated September 30, 1996	                                Page 19
10(m)	  Unit Purchase and Debt Payment Agreement with 4-Sight Inc.
        dated August 31, 1996	                                           Page 28
10(n)	  Agreement to establish Net Target dated September 30, 1996	      Page 31
11		    Statement Re: Computation of (loss) earnings per share	          Page 39
22		    Subsidiaries of the Registrant 	                                 Page 40
23		    Consent of KPMG Peat Marwick LLP	                                Page 41
27      Financial Data Schedule                                          Page 42

* See legend on following page

page 17

<PAGE>
                             EXHIBIT INDEX
                              (continued)

Legend

I		    Incorporated into this Report by reference to the Registrant's
           Registration Statement on Form S-18 which became effective
           August 31, 1990, (Registration No. 33-36008C).
II		   Incorporated into this Report by reference to the Registrant's
           Registration Statement on Form S-8 which became effective
           November 6, 1992, (Registration # 33-54210).
III	  	Incorporated into this Report by reference to the exhibits filed as
           part of the Registrant's Form 10-KSB for the fiscal year ended
           September 30, 1993.
IV		   Incorporated into this Report by reference to the exhibits filed as
           part of the Registrant's Form 8-K filed on May 24, 1994.
V		    Incorporated into this Report by reference to the exhibits filed as
           part of the Registrant's Form 10-KSB for the fiscal year ended
           September 30, 1994.
VI		   Incorporated into this Report by reference to the exhibits filed as
           part of the Registrant's Form 10-KSB for the fiscal year ended
           September 30, 1995.
VII		  Incorporated into this Report by reference to the exhibits filed as
           part of the Registrant's Form 10-QSB for the quarter ended
           March 31, 1996.

page 18