SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

                                 Amendment No. 1
(Mark One)

[ x ] ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
      EXCHANGE ACT OF 1934
      [FEE REQUIRED]

                     For the fiscal year ended June 30, 1996

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934
     [NO FEE REQUIRED]

 For  the  transition  period  from ___________to_________________
 
 Commission  File Number    1-9189
                            ------
                                      
                            CHEYENNE SOFTWARE, INC.
                            -----------------------
             (Exact name of registrant as specified in its charter)

        Delaware                                           13-3175893
        --------                                           ----------
(State or other jurisdiction                 (I.R.S.Employer Identification No.)
 of incorporation or organization)          

 3 Expressway Plaza, Roslyn Heights, NY               11577
 ---------------------------------------------------- ------------
(Address of principal executive offices)              (Zip Code)


Registrant's telephone number, including area code: (516) 465-4000
                                                    --------------------
          Securities registered pursuant to Section 12(b) of the Act:

                                          Name of each exchange
Title of each class                       on which registered
-------------------                       -------------------

Common Stock, par value $.01 per share    American Stock Exchange
Series A Junior Participating Preferred   American Stock Exchange
Stock Purchase Rights  

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

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                 Yes:   X                           No:_____
                      -----

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K 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-K or any
amendment of this Form 10-K. [ ]

         As of September 17, 1996,  the  aggregate  market value of Common Stock
held by non-affiliates  of the Registrant,  computed by reference to the closing
price  ($20.25) as reported by the American Stock Exchange on September 17, 1996
was $756,238,558.

     The aggregate  number of Registrant's  outstanding  shares on September 17,
1996 was 37,698,236 shares of Common Stock, $0.01 par value (excluding 2,343,900
shares of treasury stock).

                    DOCUMENTS INCORPORATED BY REFERENCE:

                                      None


<PAGE>


     The undersigned registrant hereby amends the previously filed Annual Report
on Form 10-K for the fiscal  year ended June 30,  1996 by adding the  disclosure
required by the following items of Form 10-K:  Item 10.  Directors and Executive
Officers of the Registrant; Item 11. Executive Compensation;  Item 12. Security
Ownership of Certain  Beneficial  Owners and  Management;  and Item 13.  Certain
Relationships and Related Transactions.

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant.

     The  directors  and  executive  officers of Cheyenne  Software,  Inc.  (the
"Company"), their ages, and their positions and terms of office with the Company
are set forth below. The directors of the Company are elected to serve until the
next annual meeting of  stockholders  of the Company and until their  successors
are elected and have qualified.

<TABLE>
<CAPTION>
                                                                                                          Director
Name                                    Age       Position                                                Since
----                                    ---       --------                                                -----

<S>                                     <C>        <C>                                                    <C>

ReiJane Huai(1)                         37        Chairman of the Board, President, and
                                                  Chief Executive Officer of the Company                 1993

Elliot Levine                           60        Executive Vice President, Senior
                                                  Financial Officer, and Treasurer
                                                  of the Company

Alan Kaufman                            58        Executive Vice President - Sales and
                                                  Secretary of the Company

Yuda Doron                              44        Executive Vice President

Doris A. Granatowski                    46        Executive Vice President

Rino Bergonzi(1)(2)                     52        Director of the Company                                1994

Richard F. Kramer(2)(4)                 52        Director of the Company                                1987

Bernard Rubien(3)(4)                    78        Director of the Company                                1985

Ginette Wachtel(1)(3)(4)                61        Director of the Company                                1987

<FN>

(1)      Member of the Executive Committee of the Company.
(2)      Member of the Audit Committee of the Company.


                                                         2
<PAGE>


(3)      Member of the Compensation Committee of the Company.
(4)      Member of the Option Committee of the Company.

</FN>
</TABLE>

                  ReiJane  Huai  became  a  director  and  President  and  Chief
Executive  Officer of the Company on October 7, 1993. He was elected Chairman of
the  Board  of  the  Company   effective   May  20,  1994.  He  served  as  Vice
President-Engineering  of the Company from March 1990  through  October 7, 1993.
From August 1988 to March 1990,  he served as a director of  engineering  of the
Company.  From August 1987 to August  1988,  he was a systems  engineer for AT&T
Bell  Laboratories.  He served as manager of  research  and  development  at the
Company from June 1985 to August 1987.

                  Elliot Levine became  Executive  Vice President of the Company
on October 7, 1993. He served as a Vice President of the Company from March 1990
through  October 7, 1993.  He has been Senior  Financial  Officer of the Company
since  March  1990 and  Treasurer  of the  Company  since  December  1991.  From
September 1989 to March 1990, he served as a consultant to the Company.

                  Alan  Kaufman  became  Secretary of the Company in August 1988
and  Executive  Vice  President -- Sales on October 7, 1993. He served as a Vice
President of the Company from February 1987 through  October 7, 1993. From April
1986 to February 1987, he served as director of marketing of the Company.

                  Yuda Doron  became  Executive  Vice  President  of the Company
effective June 1, 1995. He served as President of Cheyenne Communications, Inc.,
a wholly owned subsidiary of the Company  ("Cheycomm") from July 1, 1993 through
June 8, 1995.  From April 5, 1993 to July 1, 1993,  he served as a consultant to
the Company.  From January 1993 to July 1993,  Mr. Doron was a Vice President of
Business  Development at Elron Corp.  From July 1988 to December 1992, he served
as a division manager at Texas Instruments, Inc.

     Doris A. Granatowski became a Vice President of the Company on November 16,
1994, and Executive Vice President on December 14, 1995. From  September,  1994,
to  October  1994,  Ms.  Granatowski  served  as  Vice  President,   Operations,
Technology Group of Henry Schein,  Inc. From 1988 to July, 1994, Ms. Granatowski
was the Managing  Director of Imrex Systems  International  Ltd. and Senior Vice
President of Imrex Computer Systems, Inc.
            
      Richard F.  Kramer has been a director  of the  Company  since
1987.  He  is  Chief  Executive  Officer  and  Treasurer  of  FAXplus,  Inc.,  a
telecommunications  and computer products  marketing company he founded in 1988.
He also is President of Corporate Development,  Inc., a marketing and consulting
firm he founded in 1987.

     Rino Bergonzi has been a director of the Company since April 21, 1994.  Mr.
Bergonzi has been Vice President and Division Executive of Corporate Information
Technology  Services at AT&T Corp.  since November 1993.  From 1985 to 1993, Mr.
Bergonzi was Vice

                                                         3

<PAGE>



     President of United Parcel Service Information  Services.  In January 1995,
he became a director of Enteractive, Inc., a multimedia software company.

                  Bernard  Rubien has been a director of the Company  since June
1985.

                  Ginette Wachtel has been a director of the Company since 1987.
She served as a Senior Vice  President  of  Application  Development  of Marsh &
McClennan,  Inc., an insurance  brokerage  firm and insurance  holding  company,
through  September 30, 1993,  and was an officer of such company since 1984. She
currently provides consulting services in the computer systems area.


Board Meetings and Committees

     The  Board  has  a  standing  Audit  Committee,   a  standing  Compensation
Committee, a standing Executive Committee,  and a standing Option Committee. The
Audit Committee reviews the Company's financial accounting procedures,  internal
controls,  and the  reports of the  Company's  independent  auditors.  The Audit
Committee  met twice in the fiscal year ended June 30, 1996.  The members of the
Audit  Committee are Mr. Kramer and Mr.  Bergonzi.  The  Compensation  Committee
makes  recommendations  to the Board  concerning  compensation  arrangements for
directors,  executive  officers,  and certain  other  senior  management  of the
Company.  The Compensation  Committee did not meet in the fiscal year ended June
30, 1996.  The members of the  Compensation  Committee  are Ms.  Wachtel and Mr.
Rubien.  The  Executive  Committee is  authorized  to exercise the powers of the
Board when the Board does not meet. The Executive  Committee did not meet during
the fiscal year ended June 30, 1996. The members of the Executive  Committee are
Ms. Wachtel,  Mr. Bergonzi,  and Mr. Huai. The Option Committee  administers the
Company's 1989 Stock Incentive Plan and Non-Qualified  Plan (as defined herein).
The Option Committee met three times in the fiscal year ended June 30, 1996. The
Option Committee members are Mr. Kramer, Mr. Rubien, and Ms. Wachtel.

                  The Board held  twelve  meetings in the fiscal year ended June
30, 1996.  Each  director  attended at least  seventy-five  (75%) percent of the
aggregate  of (i) the total  number of meetings of the Board plus (ii) the total
number of meetings  held by all  committees  of the Board on which the  director
served.

     There is no family  relationship  between any director or executive officer
of the Company.



                                                         4

<PAGE>




Item 11.  Executive Compensation.

             Summary of Cash and Certain Other Compensation

                  The following  table shows,  for the three most recently ended
fiscal  years,  the  compensation  paid or accrued  for those years to the Chief
Executive Officer of the Company and to each of the four most highly compensated
executive  officers of the Company other than the Chief Executive  Officer whose
aggregate annual salary and bonus paid in compensation for services  rendered in
all the capacities in which they served exceeded $100,000 for the Company's last
fiscal year (the "Named Executives"):

<TABLE>
<CAPTION>


                                            SUMMARY COMPENSATION TABLE

                                                                                               Long-Term Compensation
                                                                                               ----------------------
                            Annual Compensation                                            Awards            Payouts
                            -------------------                                            ------            -------

Name and                                                           Other             Restricted Securities              All Other
Principal                                                         Annual             Stock      Underlying     LTIP    Compensation
Position                     Year    Salary($)       Bonus($)  Compensation($)(7)    Awards($)  Options      Payouts($)  ($) (8)
--------                     ----    ---------       --------  ------------------    ---------  -------      ----------  -------
    
<S>                          <C>      <C>              <C>         <C>                 <C>      <C>            <C>         <C>    

ReiJane Huai - Chairman,     1994    180,625           -0-         3,364,171           -0-      262,500        -0-         11,313
President, and Chief         1995    205,000           -0-           169,130           -0-      200,000        -0-         19,036
Executive Officer(1)(2)      1996    212,500           -0-         4,181,533           -0-          -0-        -0-         19,167

Elliot Levine - Executive    1994    170,833           -0-         3,918,556           -0-      187,500        -0-         23,400
Vice President, Senior       1995    180,000           -0-           707,939           -0-      100,000        -0-         23,281
Financial Officer and        1996    180,000           -0-           653,544           -0-          -0-        -0-         25,087
Treasurer(1)(3)


Alan Kaufman - Executive     1994    165,000           -0-         2,769,264           -0-      187,500        -0-          8,255
Vice President - Market-     1995    180,000           -0-               -0-           -0-      100,000        -0-          8,090
ing and Secretary(1)(4)      1996    180,000           -0-               -0-           -0-          -0-        -0-         12,009

Yuda Doron - Executive       1994    125,000           -0-               -0-           -0-          -0-        -0-          4,694
Vice President(1)(5)         1995    134,653           25,000            -0-           -0-      240,000        -0-          7,822
                             1996    187,680           -0-               -0-           -0-          -0-        -0-          8,360

Doris A. Granatowski -       1994        -0-           -0-               -0-           -0-          -0-        -0-              0
Executive Vice               1995    109,375           10,000            -0-           -0-       25,000        -0-          4,500
President(1)(6)              1996    179,166           -0-               -0-           -0-       70,000        -0-          9,440

<FN>


(1)      All of the executive  employment  agreements  discussed  herein provide
         that the  executive  officers  receive  the fringe  benefits  generally
         available to all  employees  of the Company and contain  non-disclosure
         and non-competition provisions for the benefit of the Company.

                                                        5

<PAGE>




(2)      On  September 5, 1991,  Mr. Huai  entered into a three-year  employment
         agreement with the Company to serve as Vice President-Engineering.  The
         agreement provides for a base annual salary of $140,000, with increases
         of  $5,000  per  annum  under  certain  circumstances,  and for a death
         benefit and severance payments equal to 50% of his current base salary.
         On October 7, 1993,  the term of Mr.  Huai's  agreement was extended to
         September  5, 1997 and was  further  amended to provide  that Mr.  Huai
         shall serve as President and Chief Executive  Officer of the Company at
         a base  salary of  $205,000  per annum.  On April 29,  1996,  the Board
         increased Mr.  Huai's annual base salary to $250,000,  effective May 1,
         1996. As amended, the agreement no longer provides for $5,000 increases
         in base salary each year. Upon termination of his status as Chairman of
         the Company, Mr. Huai is entitled to lifetime medical benefits from the
         Company.

(3)      On  September  1, 1992,  Mr.  Elliot  Levine  entered into a three-year
         employment  agreement  with the  Company to serve as a Vice  President,
         Senior Financial  Officer,  and Treasurer of the Company.  Mr. Levine's
         agreement provides for a base annual salary of $150,000, with increases
         of  $10,000  per  annum  under  certain  circumstances.   Mr.  Levine's
         agreement provides for a death benefit and severance provision equal to
         100% of his current base salary and provides  for  continuation  of his
         spouse's  major medical  insurance  benefits for a period of five years
         after his death.  Mr. Levine also receives  reimbursement in the amount
         of $12,000  per annum for split  dollar  life  insurance  premiums  and
         $8,000 per annum for  automobile  expenses.  On  October  7, 1993,  Mr.
         Levine's  agreement  was amended to provide that Mr. Levine shall serve
         as Executive Vice President, Senior Financial Officer, and Treasurer at
         a base  salary of $180,000  per annum.  As amended,  the  agreement  no
         longer  provides  for $10,000  increases  in base salary each year.  On
         October 24, 1994,  Mr.  Levine's  agreement  was amended to provide for
         $13,500 per annum in  reimbursement to Mr. Levine for split dollar life
         insurance  premiums.  On August 30, 1995,  Mr.  Levine's  agreement was
         amended to  provide  for (a) an  extension  of the  employment  term to
         August 31, 1998, (b) $10,000 per annum in  reimbursement  to Mr. Levine
         for  automobile  expenses,  (c) a death  benefit of 150% of his current
         base  salary,  and (d) a  continuation  of his spouse's  major  medical
         insurance benefits for a period of ten (10) years after his death.

(4)       Mr.  Alan  Kaufman  entered  into  a  three-year  employment
          agreement with the Company,  effective  January 1, 1993, to serve as a
          Vice  President and Secretary of the Company.  The agreement  provides
          for a base annual  salary of  $140,000,  with  increases of $5,000 per
          annum under certain circumstances.  Mr. Kaufman's employment agreement
          contains a death benefit and severance  provision equal to 100% of his
          current  base salary and  provides  for  continuation  of his spouse's
          major medical insurance  benefits for a period of five years after his
          death. Mr. Kaufman also receives reimbursement in an amount equal to a
          maximum of $8,000  per annum for  automobile  expenses.  On October 7,
          1993, Mr. Kaufman's  agreement was amended to provide that Mr. Kaufman
          shall serve as Executive  Vice  President and Secretary of the Company
          at a base salary of $180,000 per annum.  As amended,  the agreement no
          longer  provides  for $5,000  increases  in base salary each year.  On
          December 30, 1995, Mr. Kaufman's  agreement was amended to provide for
          (a) an extension of the  employment  period to December 31, 1998,  (b)
          $13,000  per annum in  reimbursement  to Mr.  Kaufman  for  automobile
          expenses,  (c)  reimbursement  annually of $13,500 for life  insurance
          premiums,  (d) a death  benefit of 150% of his current base salary and
          (e) continuation of his spouse's major medical insurance  benefits for
          a period of ten (10) years after his death.

(5)      On September 29, 1993,  Mr. Doron entered into a three-year  employment
         agreement  with  Cheycomm,  to  serve  as  Cheycomm's  President.   The
         agreement provided for a base salary of $125,000 per annum, a death and
         disability benefit equal to up to 50% of his base salary,  payments not
         to exceed  $1,708  per annum for a  portion  of life  insurance  policy
         premiums  and  $3,723  per  annum for a portion  of  disability  policy
         premiums,  and $3,600  per annum for  automobile  expenses.  On June 8,
         1995, Mr. Doron entered into a new three-year  employment  agreement to
         serve as Executive Vice President of the Company and General Manager of
         the  Netware  Division.  The  agreement  provides  for a base salary of
         $180,000 per annum, a severance  provision equal to 100% of his current
         base salary,  payments not to exceed  $2,562 per annum for a portion of
         life insurance policy premiums, and $5,585 per annum for a portion of

                                                        6

<PAGE>



          disability policy premiums. Mr. Doron also receives reimbursement
          in the amount of $3,600 per annum for  automobile  expenses.  On April
          29,  1996 the  Board  increased  Mr.  Doron's  annual  base  salary to
          $225,000, effective May 1, 1996.

(6)       On November 16, 1994, Ms.  Granatowski  entered into an employment
          agreement  through  December  31,  1996 with the Company to serve as a
          Vice  President  of the  Company.  The  agreement  provides for a base
          salary of $175,000. Ms. Granatowski's  employment agreement contains a
          death benefit equal to 100%, and a severance  provision  equal to 30%,
          of her current base salary.  Ms.  Granatowski also receives $7,200 per
          annum  for  automobile  expenses.  On  December  14,  1995,  the Board
          promoted Ms.  Granatowski  to Executive Vice  President.  On April 29,
          1996,  the Board  increased  Ms.  Granatowski's  annual base salary to
          $200,000, effective May 1, 1996.

(7)      Includes information  regarding value realized (market value on date of
         exercise less exercise price) on stock options previously granted under
         the Company's  option plans and exercised during the three fiscal years
         ended June 30, 1996 by the Named Executives.

(8)       Includes car allowances, 401(k) matching contributions by the
          Company, and miscellaneous perquisites. Car allowances for fiscal 1996
          for the Named  Executives  were as follows:  Mr.  Huai - $16,726,  Mr.
          Levine - $9,661,  Mr. Kaufman - $9,669,  Ms. Granatowski - $7,200, and
          Mr. Doron - $3,600. 401(k) matching  contributions for fiscal 1996 for
          the Named Executives were as follows:  Mr. Huai - $2,441, Mr. Levine -
          $2,310,  Mr. Kaufman - $2,310, Ms. Granatowski - $2,240, and Mr. Doron
          - $2,787.  Reimbursement for split dollar life insurance  premiums for
          fiscal  1996 were as  follows:  for Mr.  Levine - $13,116  and for Mr.
          Doron - $1,974.

</FN>
</TABLE>


Stock Option Grants

                  The  following  table sets forth  information  concerning  the
grant of stock  options  made  during the fiscal year ended June 30, 1996 to Ms.
Granatowski,  the only Named Executive receiving option grants during the fiscal
year ended June 30, 1996:

<TABLE>
<CAPTION>

                                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

                                        Individual Grants(1)
                                        --------------------


                                                                                       Potential Realizable Value
                                                                                       at Assumed Annual Rate of
                                   Percent of                                          Stock Price Appreciation
                        Number of      Total                                           for Option Term(2)
                        Securities  Options/                                           ------------------------
                        Underlying      SARs
                        Options/  Granted to
                        SARs       Employees          Exercise or
                        Granted    in Fiscal          Base Price       Expiration
Name                        (#)       Year              ($/Sh)          Date              5%($)        10%($)
----                    ----------  --------          ----------  ----------------     ----------    --------
<S>                     <C>         <C>               <C>            <C>                <C>            <C>

ReiJane Huai (3)        0                N/A                N/A               N/A      N/A
Elliot Levine           0                N/A                N/A               N/A      N/A                  N/A
Alan Kaufman            0                N/A                N/A               N/A      N/A                  N/A
Yuda Doron (4)          0                N/A                N/A               N/A      N/A                  N/A
Doris A. Granatowski    60,000          5.0%             $23.25      November 6, 2002  $568,200      $1,323,600
                        10,000          0.8%             $20.50      May 30, 2003      $83,500         $194,500
<FN>



(1)      The options in the table were  granted on November 6, 1995 (in the case
         of the 60,000 options granted to Ms.  Granatowski) and May 30, 1996 (in
         the case of the 10,000 options granted to Ms.

                                                      7

<PAGE>



         Granatowski)  under the Company's 1989 Incentive Stock Option Plan (the
         "Incentive  Plan") and have  exercise  prices  equal to the fair market
         value of the  Common  Stock on the date of grant.  The  options  become
         exercisable in 25% increments on the second and third anniversary dates
         of the grant date,  and the  remaining 50% becomes  exercisable  on the
         fourth anniversary date of the grant date.

(2)       The potential  realizable  value assumes that the stock price
          increases  from the date of grant  until the end of the option term (7
          years) at the annual rate of 5% and 10%.  The assumed  annual rates of
          appreciation are computed in accordance with the rules and regulations
          of the  Securities  and Exchange  Commission  (the  "Commission").  No
          assurance can be given that the annual rates of  appreciation  assumed
          for the purposes of the table will be achieved, and actual results may
          be lower or  higher.  The  closing  price of the  Common  Stock on the
          American Stock Exchange on June 28, 1996 was $19.25.

(3)      During the current  fiscal  year,  on September  17, 1996,  the Company
         granted Mr. Huai 150,000 options under the Company's 1987 Non-Qualified
         Stock Option Plan (the  "Non-Qualified  Plan") to purchase Common Stock
         at an exercise price of $20.25. Half of the options granted vest on the
         first  anniversary  of the  grant  and the  remaining  half vest on the
         second  anniversary  of the grant.  The  options  expire on the seventh
         anniversary of the grant.

(4)      During the current  fiscal  year,  on September  17, 1996,  the Company
         granted Mr.  Doron  120,000  options  under the  Non-Qualified  Plan to
         purchase  Common  Stock at an  exercise  price of  $20.25.  Half of the
         options  granted  vest on the  first  anniversary  of the grant and the
         remaining half vest on the second anniversary of the grant. The options
         expire on the seventh anniversary of the grant.
</FN>
</TABLE>

Stock Option Exercises

         The following table sets forth  information  concerning the exercise of
stock  options  during the fiscal  year ended June 30, 1996 by each of the Named
Executives and the value of unexercised options at the fiscal year-end:
<TABLE>
<CAPTION>

                             AGGREGATE OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
                                        AND FY-END OPTION/SAR VALUES

                         Shares                             Number of Unexercised          Value of Unexercised
                         Acquired                               Option/SARs at          In-the-Money Option/SARs at
                          on             Value                     FY-End (#)                  FY-End ($) (1)
Name                    Exercise(#)   Realized($)          Exercisable  Unexercisable       Exercisable  Unexercisable
----                    -----------   -----------          -----------  -------------       ------------ ------------
<S>                     <C>           <C>                  <C>          <C>                 <C>          <C>

ReiJane Huai              224,705      4,181,533            241,667      220,833              433,333   866,667
Elliot Levine             52,500         653,544            158,333      129,167              216,667   433,333
Alan Kaufman               -0-              -0-             158,333      129,167              216,667   433,333
Yuda Doron                 -0-              -0-             120,000      120,000              780,000   780,000
Doris A. Granatowski       -0-              -0-               -0-         95,000                -0-     165,625

<FN>



(1)      Based on the fair  market  value per share of the Common  Stock at year
         end, minus the exercise or base price of  "in-the-money"  options.  The
         closing  price of the Common  Stock on the American  Stock  Exchange on
         June 28, 1996 was $19.25.
</FN>
</TABLE>



                                                      8

<PAGE>



Compensation of Directors

                  Directors of the Company who are not  employees of the Company
receive a directors' fee of $10,000 per annum, payable in installments of $2,500
per quarter,  and a $1,000 fee for each Board meeting  attended,  plus expenses.
Directors do not receive any fee for  attending  meetings of  committees  of the
Board. The Company's 1992 Stock Option Plan for Outside  Directors  provides for
automatic  annual  grants of options for 16,875  shares of Common  Stock on each
January 1 to directors  who are not also  employees of the Company.  All options
granted under the 1992 Stock Option Plan for Outside  Directors are  immediately
exercisable,  and the  exercise  price per share of each option will be equal to
the fair market value of the shares of Common Stock on the date of grant.

                  Former  Chairmen  of the Company  (including  Mr.  Huai,  upon
termination of his status as Chairman) are entitled to lifetime medical benefits
from the Company.

Employment Agreements

                  The Company's employment  agreements with the Named Executives
are  described in the  footnotes  to the Summary  Compensation  Table  appearing
above.


Change of Control Employment Agreements

          As of May 20, 1996, the Company has entered into individual  Change of
     Control  Employment  Agreements (the  "Agreements")  with each of the Named
     Executives.1  Each Agreement  provides for the continued  employment of the
     Named Executive during the three-year period (the "Employment Period") upon
     the occurrence (the "Effective Date") of a Change of Control (as defined in
     the Agreements).  During the Employment Period, the Company is obligated to
     pay to the Named  Executive a monthly  base salary equal to or greater than
     the highest  monthly base salary paid to the Named Executive by the Company
     during the  previous  year,  an annual  bonus in cash at least equal to the
     highest  aggregate  bonus paid to the Named  Executive  in any of the three
     calendar  years prior to the Effective Date (the "Highest  Annual  Bonus"),
     and incentive, savings, welfare benefit, fringe benefit and retirement plan
     participation  at least  equal to the most  favorable  which were in effect
     during the 120-day period prior to the Effective Date.

                  If a Named  Executive's  employment is  terminated  during the
Employment  Period  or in  connection  with or in  anticipation  of a Change  of
Control by the Company for any reason other than death,  disability or Cause (as
defined in the Agreements), or if the
--------

1 The Company also entered into similar  agreements  with certain other officers
of the Company.  Those  agreements  generally  have the same  provisions  as the
Agreements  described herein, but in some cases provide for smaller payments and
fewer benefits upon a termination of employment following a Change of Control.


                                                      9

<PAGE>



Named  Executive  terminates  his  employment for Good Reason (as defined in the
Agreements)  or  voluntarily  during the 30-day  period  beginning  on the first
anniversary of the Effective Date, the Company must pay to the Named Executive a
lump sum severance  payment equal to the sum of (a) the Named  Executive's  base
salary  through the date of  termination,  (b) a pro-rata  bonus for the year of
termination  based upon the Highest Annual Bonus, (c) three times the sum of the
Named Executive's base salary, Highest Annual Bonus and annual car allowance and
(d) unpaid  deferred  compensation  and vacation  pay. In  addition,  such Named
Executive  is  entitled  to payment in cash or stock  equal to the spread on any
then-unvested  options  (but  not in  excess  of the  fair  market  value of the
options),  to continued employee welfare benefits for three years after the date
of  termination,  and to  outplacement  services.  Finally,  if any  payment  or
distribution  by the Company to the Named Executive is subject to the excise tax
imposed by Section 4999 of the Internal  Revenue  Code, as amended (the "Code"),
the Company will make an additional  payment to the Named Executive in an amount
such that after the payment of all income and excise taxes,  the Named Executive
will be in the same after-tax position as if no excise tax under Section 4999 of
the Code had been imposed.

                  Benefits under the Agreements are in lieu of severance amounts
payable under a Named Executive's employment agreement.




Compensation Committee Interlocks
and Insider Participation

                  During the fiscal year ended June 30, 1996,  the  Compensation
Committee  consisted of Ms. Wachtel and Mr. Rubien.  During fiscal 1996, none of
the executive officers of the Company served on the board of directors or on the
compensation  committee of any other entity, any of whose officers served either
on the Board or on the Compensation Committee of the Company.


                                           Compensation Committee
                                      Report on Executive Compensation

Introduction

                  The Compensation  Committee of the Board (the  "Committee") is
composed of  non-employee  directors,  and is responsible  for  determining  and
administering  the Company's  compensation  policies for the remuneration of the
Company's senior management.  The Committee  annually  evaluates  individual and
corporate performance from both a short-term and long-term perspective,  and its
recommendations  regarding all members of senior  management  are subject to the
approval of the full Board.

                                                     10

<PAGE>




Philosophy

                  The Company's  executive  compensation  program is designed to
reward and retain highly qualified executives,  and to encourage the achievement
of business objectives and superior corporate performance.  The program seeks to
foster a  performance-oriented  environment,  to enhance management's  long-term
focus on maximizing  stockholder value through equity-based  incentives,  and to
adjust the variable portion of an executive's  compensation based upon corporate
and  individual  performance.   In  determining  an  executive's   compensation,
consideration is given to the employee's  total  compensation  package,  overall
corporate  financial  performance,  and the  employee's  role in attaining  such
results.

Components of Executive Compensation

                  Historically,  the Company's executive employees have received
cash-based and equity-based compensation.

                  Cash-Based  Compensation:  Base salary  represents the primary
cash  component of an executive  employee's  compensation,  and is determined by
evaluating the  responsibilities  associated with an employee's  position at the
Company  and the  employee's  overall  level of  experience.  In  addition,  the
Committee, in its discretion,  may award bonuses. However, the Committee and the
Board believe that the  Company's  management  and employees are best  motivated
through stock option awards rather than solely through cash incentives.

                  Equity-Based    Compensation:     Equity-based    compensation
principally  has been in the  form of  stock  options  granted  pursuant  to the
Incentive  Plan and the Non- Qualified  Plan. The Committee  believes that stock
options  represent  an  important  component  of  a  well-balanced  compensation
program.  Because stock option  awards  provide value only in the event of share
price  appreciation,  stock  options  enhance  management's  focus on maximizing
long-term  stockholder  value.  Stock  options  serve to align the  interests of
executive  officers closely with the stockholders  because of the direct benefit
executive  officers  receive from  improved  stock  performance.  Stock  options
provide  a direct  relationship  between  an  executive's  compensation  and the
stockholders'  interests.   Option  awards  to  employees  are  based  upon  the
evaluation of each employee's overall past and expected future  contributions to
the success of the Company.

Compensation of the Chief Executive Officer

          The philosophy and policies of the  Compensation  Committee  generally
applicable to the Company's  senior  management are also  applicable to the 
Chief Executive Officer.

          11

<PAGE>



Section 162(m)

                  It is the  Company's  policy to seek to  qualify  compensation
paid to  executive  officers  for  deductibility  under  Section  162(m)  of the
Internal  Revenue  Code.  This  section of the Code  prohibits  the Company from
deducting compensation to its Chief Executive Officer and its four other highest
paid  executive  officers that is in excess of $1,000,000  per individual in any
fiscal year,  unless the compensation is "performance  based." None of the Chief
Executive  Officer and the four other  highest  paid  executive  officers of the
Company had cash  compensation in excess of $1,000,000 for the fiscal year ended
June 30, 1996.

                                 Bernard Rubien
                                Ginnette Wachtel

             Section 16(a) Beneficial Ownership Reporting Compliance

                  Section  16(a) of the  Securities  Exchange  Act of  1934,  as
amended (the  "Exchange  Act")  requires the  Company's  executive  officers and
directors,  and persons who own more than ten percent of a  registered  class of
the  Company's  equity  securities  (the "Ten  Percent  Stockholders"),  to file
reports of  ownership on Form 3 and reports of changes in ownership on Form 4 or
Form 5 with the Commission.  Executive  officers,  directors and the Ten Percent
Stockholders  are required to furnish the Company  with copies of such  reports.
Based solely on its review of the copies of such Forms  received by the Company,
or written  representations  that no other  reports were  required,  the Company
believes  that  during  the  fiscal  year ended  June 30,  1996,  the  Company's
executive officers,  directors,  and Ten Percent Stockholders  complied with all
applicable Section 16(a) filing requirements.



                       Comparative Stock Performance Graph

                  The  following  is a graph  comparing  the  annual  percentage
change in the cumulative total shareholder  return of the Company's common stock
with the  cumulative  total  returns  of the S&P 500  Index  and The Peer  Group
Weighted  Average  Index for the  Company's  last  five (5)  fiscal  years.  The
comparison  assumes $100 was invested in the Common Stock, the S&P 500 Index and
a peer group  index at the close of  business  on June 28,  1991 (the  Company's
fiscal year end), and that all the dividends were reinvested.  The Peer Group is
comprised of the following companies:  Banyan Systems, Inc., Computer Associates
International,  Inc.,  Informix Corp.,  Microsoft Corp.,  Novell,  Inc.,  Oracle
Systems Corp., Sterling Software, Inc. and Symantec Corp.



                                                     12

<PAGE>

<TABLE>
<CAPTION>



                           Comparison of Five-Year Cumulative Total Returns among
                         Cheyenne Software, Inc., S&P 500 Index and Peer Group Index

                                       6/28/91     6/30/92      6/30/93     6/30/94       6/30/95      6/28/96
                                       -------     -------      -------     -------       -------      -------
<S>                                    <C>         <C>          <C>         <C>           <C>          <C>

Cheyenne Software, Inc.                100.00         154.7     590.7        239.1        527.3          541.4

Peer Group Weighted                    100.00         167.6     231.2        258.5        433.1          573.0
  Average

S&P 500 Comp-Ltd                       100.00         113.4     128.9        130.7        164.8          207.6

</TABLE>


Item 12. Security Ownership of Certain Beneficial Owners and Management.

Security Ownership of Certain Beneficial Owners

       As of October 8, 1996, to the  knowledge of the Company,  no person owned
beneficially  (as defined in Rule 13d-3 under the Exchange  Act) more than 5% of
the shares of the Company's outstanding Common Stock.

Security Ownership of Directors and Executive Officers

     The following table sets forth, as of October 8, 1996, for each of (i) each
member of the Board, the Company's Chief Executive  Officer and each of the next
four most  highly  compensated  executive  officers  of the Company and (ii) all
directors and executive officers as a group, the number of shares and percentage
of outstanding  shares of Common Stock of the Company  beneficially  owned. Each
person named in the table has sole  investment  power and sole voting power with
respect to the shares of the Common Stock set forth opposite such person's name,
except as otherwise indicated.


                                                       13

<PAGE>

<TABLE>
<CAPTION>



Name and Address of                                       Number of Shares                 Percentage of Common
Beneficial Owner                                       Beneficially Owned(1)(3)           Stock Outstanding(2)(3)
----------------                                       ------------------------           -----------------------
<S>                                                    <C>                                <C>              

ReiJane Huai, Chairman of the Board,
  President and Chief Executive Officer                         506,484   (4)                         1.33%
Rino Bergonzi, Director                                          36,250   (5)                           *
Richard F. Kramer, Director                                     101,250   (6)                           *
Bernard Rubien, Director                                         50,625   (7)                           *
Ginette Wachtel, Director                                        67,500   (8)                           *
Yuda Doron, Executive Vice President                            180,500   (9)                           *
Doris A. Granatowski, Executive Vice President                    6,250  (10)                           *
Alan Kaufman, Executive Vice President
  and Secretary                                                 220,833  (11)                           *
Elliot Levine, Executive Vice President,
  Senior Financial Officer and Treasurer                        343,833  (12)                           *

All executive officers and directors as a group
 (11 persons)                                                 1,544,420  (13)                         4.08%


*  Less than 1%.
<FN>

(1)      Includes   shares  of  Common  Stock   issuable   pursuant  to  options
         exercisable within sixty (60) days.

(2)      Based upon (i) 37,711,424 shares of Common Stock outstanding (excluding
         2,343,900  shares of treasury  stock),  plus, when appropriate (ii) the
         number of shares of Common  Stock  which may be  acquired  by the named
         person or by all persons included in the group pursuant to the exercise
         of options exercisable within sixty (60) days.

(3)       All shares of Common Stock have been  adjusted to reflect the
          1992,  1993, and 1994  three-for-two  stock splits paid in the form of
          50% stock dividends with respect to the issued and outstanding  shares
          of Common Stock (the "1992 Stock Split", "1993 Stock Split", and "1994
          Stock  Split",  respectively).  The 1992 Stock Split was paid on March
          25, 1992 to  stockholders  of record at the close of business on March
          3,  1992;  the  1993  Stock  Split  was  paid  on  April  8,  1993  to
          stockholders of record at the close of business on March 12, 1993; and
          the 1994 Stock  Split was paid on March 29,  1994 to  stockholders  of
          record at the close of business on March 1, 1994.

(4)      Consists of 177,317 shares of Common Stock  currently held by Mr. Huai,
         and 329,167 shares of Common Stock acquirable  pursuant to the exercise
         of non-qualified stock options granted under the Non-Qualified Plan.

                                                     14

<PAGE>




(5)      Consists  of 2,500  shares  of Common  Stock  owned by the wife of Rino
         Bergonzi and 33,750 shares of Common Stock  acquirable  pursuant to the
         exercise of  non-qualified  stock  options  granted under the Company's
         1992 Stock Option Plan for Outside  Directors.  Mr. Bergonzi  disclaims
         beneficial ownership of the shares owned by his wife.

(6)      Consists of 33,750 shares of Common Stock  currently held by Mr. Kramer
         and 67,500 shares of Common Stock  acquirable  pursuant to the exercise
         of  non-qualified  stock options granted under the Company's 1992 Stock
         Option Plan for Outside Directors.

(7)      Consists of 50,625  shares of Common Stock  acquirable  pursuant to the
         exercise of  non-qualified  stock  options  granted under the Company's
         1992 Stock Option Plan for Outside Directors.

(8)      Consists of 67,500  shares of Common Stock  acquirable  pursuant to the
         exercise of  non-qualified  stock  options  granted under the Company's
         1992 Stock Option Plan for Outside Directors.

(9)      Consists of 500 shares of Common Stock owned by the wife of Mr.  Doron,
         and 180,000 shares of Common Stock  acquirable  pursuant to the
         exercise of non-qualified  stock  options  granted  under  the 
         Non-Qualified  Plan.  Mr.  Doron disclaims beneficial ownership of the
         shares owned by his wife.

(10)     Consists of 6,250  shares of Common  Stock  acquirable  pursuant to the
         exercise of incentive stock options granted under the Incentive Plan.

(11)     Consists of 220,833 shares of Common Stock  acquirable  pursuant to the
         exercise of non-qualified stock options granted under the Non-Qualified
         Plan.

(12)     Consists  of  123,000  shares of  Common  Stock  currently  held by Mr.
         Levine,  and 220,833 shares of Common Stock acquirable  pursuant to the
         exercise of non-qualified stock options granted under the Non-Qualified
         Plan.

(13)     Includes an aggregate of 353,212 shares of Common Stock  currently held
         by  certain  executive  officers  and  directors  of the  Company,  and
         1,191,208 shares of Common Stock acquirable pursuant to the exercise of
         options which are exercisable within sixty (60) days.

</FN>
</TABLE>

Item 13.  Certain Relationships and Related Transactions.

          None.

                                                     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.



                                  CHEYENNE SOFTWARE, INC.


Dated:   October 21, 1996         By: /S/  Elliot Levine
                                       -------------------------
                                      Elliot Levine,Executive Vice President
                                      Senior Financial Officer and Treasurer
                                      (principal financial and accounting
                                       officer)


         



                                                     16

<PAGE>