February 17, 2006

Via Facsimile ((650) 493-6811) and U.S. Mail

John Fore, Esq.
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, CA  94303

	Re:	Serena Software, Inc.
		Schedule TO-I/A, filed February 14, 2006
		File No. 005-58055

Dear Mr. Fore:

      We have reviewed your filing and have the following
comments.

Offer to Purchase
1. We note your response to comment 3.  In this regard, please
tell
us how many option holders would receive the minimum $500 payment
for
their securities instead of the aggregate differential between the
merger consideration and the option exercise price.  We may have
further comment.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  Please furnish a cover letter with your
amendment
that keys your responses to our comments and provides any
requested
information.  Detailed cover letters greatly facilitate our
review.

      Please direct any questions to me at (202) 551-3619.  You
may
also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code: 20549-3628.

						Sincerely,



						Daniel F. Duchovny
						Attorney-Advisor
						Office of Mergers and Acquisitions
??

??

??

??

John Fore, Esq.
Wilson Sonsini Goodrich & Rosati
February __, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE