Sterling Commerce, Inc.
(www.stercomm.com)
Ticker: SE 8080 North Central Expressway, Suite 1100
Exchange: New York Stock Exchange Dallas, Texas 75206
Industry: High-Tech (214) 891-8600

Type of Shares:Common Shares Filing Date:12/20/95
U.S. Shares:10,000,000 Offer Date:3/8/96
Non-U.S. Shares:2,000,000 Filing Range:$20.00 - $22.00
Primary Shares:1,800,000 Offer Price:$24.00
Secondary Shares:10,200,000 Gross Spread:$1.32
Offering Amount: $252,000,000 Selling:$0.80
Expenses:$2,500,000 Reallowance:$0.10
Shares Out After:75,000,000
Spin out parent firm: Sterling Software, Inc. (SSW)

ManagerTierPhone
Alex. Brown & Sons IncorporatedLead Manager (410) 727-1700
Bear, Stearns & Co. Inc.Co-manager (212) 272-2000
Chicago Corporation, TheCo-manager (312) 855-7600

Auditor: Ernst & Young
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
9/30/95 12/31/95 12/31/94 12/31/95
Revenue:$203.58$56.15$45.10Assets:$137.55
Net Income:$42.93$12.29$8.73Liabilities:$77.94
EPS:$0.59$0.17Equity:$59.60

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company is a leading provider of electronic data interchange ("EDI") and other electronic products and services worldwide. The company develops, markets and supports electronic commerce software products and provides electronic commerce network services that enable businesses to engage in business-to-business solutions for over 20 years and has numerous customers in industries such as banking, pharmaceuticals and retailing.

Use of Proceeds
Working capital and general corporate purposes.

Last updated: 10/28/96

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