<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, 1997.

  	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 $0.10 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:  $7,056,072

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, 
1997: $2,671,256

Number of shares outstanding of each of the registrant's classes of common stock
as of November 30, 1997:

                     Common Stock 		           1,095,900
                     Class B Common Stock              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, 1997, 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 27, 1998, are 
incorporated by reference into Part III.


<PAGE>

                            CE SOFTWARE HOLDINGS, INC.
                          1997 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	    	          11


                                    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									                                                        17


<PAGE>

TRADEMARKS/DEFINITIONS

Arrange(tm), BackMatic(tm), ButtonAction(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)M, 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 Gateway(tm), QM Config(tm), QM-Data Collection Bridge(tm),
QM-Direct 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(r), 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) is a trademark of Holmen and Ungman.  QM-Link(tm)
and QM Postman(tm) are trademarks of Netstrategy Software, Inc.  Novell (r) is a
registered trademark of Novell, Inc.  Netscape Navigator(tm) is a trademark of
Netscape Communications, Inc., CalendarMaker(tm) is a trademark of PrairieSoft,
Inc., and WebWhacker(tm) is a trademark of The Forefront Group, Inc.

                                   1
<PAGE>

                                   PART I

Item 1:  Business

General

CE Software Holdings, Inc., a Delaware corporation (the "Company"), develops 
computer software products that enhance communications, connectivity, and 
productivity for businesses and home-based personal computer users.  The 
Company's products include business E-mail software, collectively known as the 
QuickMail product family and developed for use with both Microsoft's Windows and
Apple's Macintosh operating systems; personal productivity tools such as 
QuicKeys and WebArranger; and a group calendaring and scheduling product
known as TimeVision NS. 

The Company

Formed in 1988 as Anubis Corporation, the Company changed its name to CE 
Software Holdings, Inc. in February 1990 after acquiring all the common stock of
CE Software, Inc., an Iowa corporation.  The merger was accounted for as a 
reverse acquisition.  CE Software Holdings, Inc., exists primarily as a stock 
holding company, and accordingly, the operations described in this document, 
unless otherwise specified, are those of the subsidiary, CE Software, Inc.

The operating subsidiary, CE Software, Inc. (CE) was formed in January 1987 as 
the successor to a business started in 1981 as the software development arm of a
retail computer store known as Computer Emporium.  The three founders of CE 
Software, Inc.: Richard A. Skeie, Donald M. Brown, and John S. Kirk remain 
involved in the Company and still beneficially own approximately 33% of the 
Company's outstanding common stock. 

On June 30, 1997 the Company amended its Restated Certificate of
Incorporation to effect a one for five reverse stock split of the Company's
Common Stock.  From and after the amendment, the Company has had
authorized to issue 2,000,000 shares of Common Stock, par value $.10.  All of
the shares of Common Stock of the Company, par value $.02, either not issued,
or previously issued and outstanding, have been reclassified and changed into
shares of a par value of $.10, the number of which equals the quotient derived
from dividing the number of such shares by 5.  The holders of interests of less
than one share of Common Stock that occurred as a result of the reverse split
were paid in money by the Company for the value of their fractional shares. 

Early in the 1980's, the original business focused on developing accounting 
software, games, and programming products for the Apple II computer.  Shortly

                                    2
<PAGE>
 
after the release of the Macintosh computer in 1984, CE released its first 
Macintosh program.  For several years, the bulk of CE's product development
and sales was for the Macintosh.  Beginning in 1990, the Company also focused
on re-engineering existing Macintosh E-mail products for use with Microsoft's
Windows operating systems.  In 1991, an upgrade extended the functionality of
QuickMail LAN, the company's flagship proprietary E-mail product, to users of
IBM and IBM-compatible computers.  QuickMail LAN was upgraded again in
1993 to support Microsoft's Windows operating systems.

In fiscal 1997, CE re-engineered QuickMail LAN from a proprietary system to
one based on the Internet's open standards such as POP3 (Post Office Protocol
3).  The new product, called QuickMail Office, accommodates a Windows 95,
Windows NT, or Mac OS E-mail server, whereas QuickMail LAN requires a
Macintosh server.  QuickMail Office is a complete, client-server business E-mail
solution for small to mid-sided companies running Windows or Mac OS.

Products

CE's business and personal productivity software products have received awards 
from professional groups, user groups, and industry trade publications both in 
the United States and internationally.  

For convenience's sake, CE's products can be divided into three district groups:
messaging, personal productivity applications, and group calendaring and 
scheduling.  The messaging group includes QuickMail Office, QuickMail Pro, 
QuickMail LAN, the QM-Internet Gateway and the Intercall gateway.  The
personal productivity group includes QuicKeys and WebArranger.  Lastly, group
calendaring and scheduling consists of the TimeVision NS product.

Divided according to these three groups, the Company's approximate net
revenues are as follows:
 
                                         Years Ended September 30,
                                        1997        1996        1995
Messaging	                          $5,553,000	  7,979,000  	8,882,000
Personal productivity	               1,428,000	  2,153,000	  3,003,000
Calendaring and scheduling	             75,000	    306,000	  1,034,000
                                   	$7,056,000 	10,438,000 	12,919,000


In fiscal 1997, sales of the QuickMail product family and of QuickKeys were
responsible for substantially all of the Company's revenues.  CE believes that
the products in the messaging and personal productivity groups, as updated from
time to time, will continue to make a significant revenue contribution.  Of 
course, these products may be at risk of reduced sales if the Company is unable

                                   3
<PAGE>

to produce competitive products or respond to changes in usage of such
products.
   

Messaging

QuickMail Office is an easy-to-use electronic mail package aimed at small to 
mid-sized businesses.  Originally released as an E-mail system for local area 
networks (LAN) in 1988, QuickMail has recently been upgraded to offer full 
support for industry messaging standards.  QuickMail Office provides important
communications functionality such as sending and receiving of messages, remote 
access to E-mail and connectivity to other office locations and E-mail systems.

CE also continues to sell and support QuickMail LAN, an E-mail package for 
Macintosh-centric organizations.  Gateway and bridge software that connects 
QuickMail LAN with the Internet and with other applications are also available 
from CE.  These include the QM-QM Bridge, QM-Direct, QM-Link, QM-Script
and QM-Printer, which are included with the product, as well as a variety of
other gateways written by independent developers.  

Since the release of QuickMail LAN in 1988, CE has focused on continuously 
improving and updating the product.  In 1989, the Company released a version
of QuickMail LAN that supported PCs on the QuickMail LAN network.  In
September, 1991, the Company released version 2.5 of QuickMail LAN,
integrating E-mail software for both Macintoshes and PC's in the same box.  In
version 2.5, PC users gained access to the QuickMail LAN network either
through the AppleTalk solution or through a file-based solution using a Novell
network.  In March, 1993, CE shipped QuickMail LAN version 2.6, which
further extended the product's functionality by making the interface of the PC
client consistent with Microsoft Windows. 

In July 1994, the Company completed a publisher/developer agreement with 
Netstrategy Software, Inc. that allowed the publishing and marketing of the two
QuickMail-related products, QM Postman and QM-Link for ARA.  QM
Postman is a mail distribution product that makes it easier to send E-mail to a
group of addresses, and QM-Link for ARA simplifies remote access to
QuickMail LAN accounts via AppleTalk Remote Access (ARA).  These
products were discontinued in fiscal 1997 due to slow revenues and the new
direction of the E-mail industry.

In August 1994, the Company released QuickMail LAN 3.0, which included new 
spell-checking features, an advanced mail management utility (MailManager) and 
a powerful search engine used to find and display specific messages filed in 
QuickMail LAN folders.  QuickMail LAN 3.0 also included enhancements to the 
server software designed to improve performance in high-traffic environments.

                                    4
<PAGE>

In September 1995, the Company released QuickMail LAN 3.5, which added
new features such as stylized text, drag-and-drop, QuickConference, enhanced 
security, and expanded server-based mail handling capabilities.  Version 3.6 
followed in March 1996, improving QuickMail LAN's performance on Power
Macintosh machines as well as the ease with which address books are
distributed.

In fiscal 1996, the Company released two new gateway products for QuickMail
LAN, the Intercall gateway and the QM-Internet Gateway.  Intercall connects
QuickMail LAN to the Internet using the popular UNIX-to-UNIX Copy
Protocol (UUCP) standard of communication.  The QM-Internet Gateway
connects QuickMail LAN to the Internet via Simple Mail Transfer Protocol
(SMTP).  The Intercall gateway sells for $500, and the QM-Internet Gateway for
$2,500.  Both gateways accommodate an unlimited number of users.

In November 1996, the Company released QuickMail Pro, an Internet E-mail
client for Windows and Macintosh.  Originally available as a client-only
solution, QuickMail Pro became part of a complete, all-in-one-box business
E-mail solution with the addition of three E-mail servers to the product family.
The result was the debut of QuickMail Office in the spring of 1997.  

QuickMail Office includes easy-to-use QuickMail Pro client software plus 
powerful E-mail server software for Windows NT, Windows 95, and Mac OS.  
Designed to bring the powerful features and ease-of-use associated with 
QuickMail LAN forward to the future, QuickMail Office has been garnering 
favorable reviews in the computer trade press.

Personal Applications

QuicKeys
QuicKeys, CE's automation utility for the Macintosh, was first introduced in 
1987.  QuicKeys automates any repetitive, multi-step function performed on a 
Macintosh.  Since its release, QuicKeys has been the leading desktop automation
package for the Macintosh computing environment and has won several awards
from key computer industry publications such as Macworld magazine.

CE released QuicKeys 3.0 in August 1993.  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 then being offered by Apple
Computer.  With the appropriate technology installed, shortcuts could be
triggered either by voice command or by the more traditional keyboard
interaction.

                                    5
<PAGE>

QuicKeys 3.0 greatly simplified user interaction by combining many operating 
components into one main user interface window.  In 1993, QuicKeys 3.0 was 
named Best Utility of the Year by the editors of MacUser magazine.

CE released QuicKeys 3.5 in August 1996.  QuicKeys 3.5 allows users to create 
customized toolbars and floating palettes for triggering shortcuts.  Version 3.5
also supports batch processing, which performs the same QuicKeys sequence on 
multiple files, as well as a new, tab-oriented interface with movable windows. 
In the spring of 1997, CE released version 3.5.2, with native support for Power 
Macintosh computers, and in November 1997, a software patch was made
available to insure complete compatibility between QuicKeys and Apple's Mac
OS 8.  QuicKeys sells for a suggested retail price of $119.00 

WebArranger
In October 1995, CE Software, Inc. acquired Arrange, a software technology
from Common Knowledge, Inc.  A month later, CE announced WebArranger
version 1.0, a Web-enabled personal information management application that
combines extensive Internet tracking and capturing capabilities with the
flexibility 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.  

Initially version 1.0 was distributed free to more than 20,000 users, via the 
Internet.  In February 1996, WebArranger 2.0 was released and sells for $40.00. 
Version 2.0 included enhancements such as URL (Uniform Resource Locator) 
Validator that automatically updates out-of-date Web addresses; Grabber 
technology that retrieves information from the Web or any source with a single 
keystroke; a download agent that automatically retries busy file transfer
protocol sites until a successful down load is logged; and WebWhacker, an 
application that allows users to download and copy multiple Web pages or entire 
Web sites. 

CalendarMaker
CalendarMaker for Macintosh, an application that allows Macintosh users to 
design and create their own calendars, 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 capability for the small business,
school, or church environments.  Version 4.0 supports advanced functions such as
unlimited calendar size, duplicating events by date or time period, and
full-color capabilities.  Version 4.1, released in January 1994, added memory 
management routines to improve performance.  

In May 1997, CE Software sold CalendarMaker to PrairieSoft, Inc. for $25,000 
cash plus a maximum of $75,000 in future royalty payments, based on a percentage
of sales over the next two years.

                                    6
<PAGE>

Calendaring and Scheduling

In May 1994, CE Software, Inc., acquired the assets of Powercore, Inc. of 
Manteno, Ill., including Network Scheduler.  A version of the product for DOS 
was originally released by Powercore in 1989, and versions for Windows 
followed in 1990, 1991, and 1993.  

In March 1995, ten months after acquiring Network Scheduler, CE released 
TimeVision NS, a calendaring and scheduling application that allows groups of 
people within a department or throughout a company to schedule meetings and 
shared resources as well as track the completion of tasks. TimeVision NS also 
allows users to send notification of meetings to others, even if they don't use 
TimeVision NS, via several popular E-mail systems.  Available for Windows and 
DOS environments, TimeVision NS operates over almost any LAN.

TimeVision NS accommodates hundreds of users within a company, but due to 
technical barriers within the product, its release into larger enterprises has 
been restricted.  The product is available in 5- and 25-user packages.
Suggested retail price for a 25-user pack is $1,995.00.  As of the end of fiscal
1997, CE no longer actively promotes, sells, or supports TimeVision NS.  The 
Company and its subsidiary, CE Software, Inc., were plaintiffs in a legal 
proceeding against Powercore, Inc., and its principals owners.  See "Item 3: 
Legal Proceedings".
  
Product Support

CE believes that customer technical support is an important part of its overall 
performance.  As of September 30, 1997, the Company had 12 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 net revenues for fiscal 1997, approximately 18% are 
through independent, domestic, nonexclusive distributors.  Sales to one such 

                                    7
<PAGE>

distributor, Ingram Micro, accounted for nearly 14% of total net revenues.  
Generally, domestic distributors purchase product at a 40% discount from list 
prices.

Of the Company's total net revenues for fiscal 1997, approximately 29% are 
through independent, international, distributors.  Several of these distributors
are limited by contract to distribution within a specified geographic area.  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 Japanese, German, French and 
several other languages.  Sales to four such distributors, SRA in Japan, 
Computers Unlimited in the United Kingdom, Prisma in West Germany, and Moreware 
in Sweden, accounted for approximately 8%, 4%, 4%, and 3% of total net revenues,
respectively.  International distributions generally requires a somewhat larger
discount, in return for various advertising, customer service, and customer 
registration duties performed by them. 

The Company is involved in direct marketing through its sales and marketing 
staff of 17 persons.  Much of this work involves ongoing contacts with the major
distributors and dealers, and working with major corporate accounts on site 
licensing agreements and version protection agreements.  Such agreements 
accounted for approximately 11% of the Company's net revenues in fiscal 1997, 
and typically involve front-end payment for the privilege of using a specified 
number of copies of the programs on their premises and for the privilege of 
automatically receiving upgrades as they become available.

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.  A reserve for returns has been recorded and was 
$35,800 and $31,100 at September 30, 1997 and 1996, respectively.  Returns 
exchanged for product upgrades and new version releases do not have a material 
impact on the financial statements because of the Company's low cost to replace 
such returns.  Returns from end users, for any reason, have not been
significant.  

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 future, there is no assurance that the Company will not 

                                    8
<PAGE>

encounter difficulties that could delay or prevent the successful development 
of, or marketing of, new products and/or enhancements of existing products.  
There also can be no assurance that such products will yield positive results 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, 1997,
22 persons were engaged full time in product development.  During fiscal years 
1997, 1996, and 1995, the Company spent approximately $1,429,000,
$2,000,000, and $2,498,000, respectively, on product development and
enhancement activities, representing approximately 20%, 19%, and 19%,
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.
Certain of these include Microsoft, IBM (Lotus), Netscape Communications,
Inc., and Novell Corporation.  A number of independent smaller firms have
created specialized products which also compete with the Company's products.
Certain of these include QUALCOMM, SoftArc, and Claris.  In addition, certain
computer manufacturers 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 productivity, 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 

                                    9
<PAGE>

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, 1997, the Company employed 65 full-time equivalent employees
(part-time employees in total working an aggregate of a 40-hour work
week make one full-time equivalent employee).  The development staff of
22 includes mainly computer programmers and quality assurance engineers.
Other employees include 17 in domestic and international sales and marketing,
12 in customer technical support, 3 in production and shipping capacities, and
11 in general and administrative.  None of the Company's employees are
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 actual results
materially different than those described herein.  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 its line of credit.

                                   10
<PAGE>

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.

Since August of 1996, the Company has leased 1,700 square feet of office space 
in a facility adjacent to the Company's principal facility.  The current lease 
will expire in August of 1998.  The Company has the option to renew the lease 
for 2 additional one-year terms.  This space is currently subleased to a third 
party.


Item 3:  Legal Proceedings

The Company and its subsidiary, CE Software, Inc., were plaintiffs in a legal 
proceeding against Powercore, Inc., and its principal owners.  The complaint 
alleged 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.  
The proceeding was finalized on May 27, 1997, in an out of court settlement.  
The terms of the settlement resulted in the return of 250,000 (pre-split) shares
of the Company's stock which had been held in escrow since 1994.  Recovery of 
the stock resulted in a reduction in stockholders' equity.  There was no net 
impact on the results of operations during the current period.  See footnote 1 
in "Notes to Consolidated Financial Statements" for further explanation of the 
accounting treatment.


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

No matters were submitted to the stockholders in the fourth quarter of fiscal
1997.

                                    11
<PAGE>

                                 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, 1997.


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, 1997.


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, 1997.


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

Not applicable.

                                   12
<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 27, 1998.  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 stockholders in
connection with the Annual Meeting of Stockholders to be held February  27,
1998.  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 27, 1998.  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 27, 1998.  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 27, 1998.  Such information is incorporated herein by reference.

                                    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, 1997, and are incorporated by reference in 
Part II, Item 7:

Independent Auditors' Report.	
Consolidated Balance Sheets, as of September 30, 1997 and 1996.	
Consolidated Statements of Operations, for each of the years in the 
    three-year period ended September 30, 1997.
Consolidated Statements of Stockholders' Equity, for each of the years
    in the three-year period ended September 30, 1997.
Consolidated Statements of Cash Flows, for each of the years in the
    three-year period ended September 30, 1997.
Notes to Consolidated Financial Statements.

          2.    Exhibits...........................................  Page 18 

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
3(e)		    Amendment dated June 27, 1997, to the Restated Certificate of
		        Incorporation
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

                                     14
<PAGE>

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.
10(c)	I    	Form of CE Software, Inc., Noncompete-Nondisclosur
            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) V     First Amendment to Amended and Restated Executive
            Employment Agreement with Stanford H. Goodman    
10(k) VII   Powercore, Inc., Lawsuit
10(l) VIII 	Settlement Agreement and General Release with Stanford H.
            Goodman
10(m) VIII 	Unit Purchase and Debt Payment Agreement with 4-Sight plc
10(n) VIII 	Agreement to establish Net Target
10(o)		     Executive Employment Agreement with Christian F. Gurney,
            including Stock Purchase Agreement and Non-Recourse
            Promissory Note.  
11		        Statement Re: Computation of per share (loss) earnings 
21		        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.


                                    15
<PAGE>  

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.
VIII  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, 1996.


(b  Reports on Form 8-K
   	No reports on Form 8-K were filed during the last quarter of fiscal 1997.   


                                    16
<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, 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	                                               12/20/97
_________________________          President and Director            ___________
   (Richard A. Skeie)                  



  /s/ Daniel E. McCann	                                               12/20/97  
 _________________________   	     Chief Financial Officer           ___________
   (Daniel E. McCann)   



  /s/ John S. Kirk                                                    12/20/97  
_________________________    	     Secretary, Treasurer,             ___________
   (John S. Kirk)	                 and Director                 	



  /s/ Christian F. Gurney	                                            12/20/97  
_________________________        	 Vice Presidet                     ___________
  (Christian F. Gurney)            and Director


                                     17
<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
3(e)	 Amendment dated June 27, 1997, to the Restated Certificate of
		    Incorporation	                                                   Page 20
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	     	                             VIII
10(m)	Unit Purchase and Debt Payment Agreement with 4-Sight Inc. dated
		    August 31, 1996	                                                  	 VIII
10(n)	Agreement to establish Net Target dated September 30, 1996	       	 VIII


* See legend on following page

                                    18
<PAGE>

                               EXHIBIT INDEX
                                (continued)

Exhibit                                                               Reference 
Number          Description                                           or  Page #

10(o) Executive Employment Agreement with Christian F. Gurney including 
      Stock Purchase Agreement and Non-Recourse Promissory Note.	        Page 21
11		  Statement Re: Computation of (loss) earnings per share	            Page 32
21		  Subsidiaries of the Registrant          	                          Page 33
23  		Consent of KPMG Peat Marwick LLP	                                  Page 34
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.
VIII 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, 1996.

                                    19
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