UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~February~~March 229, 2001

~~CENTURA~~Centura ~~SOFTWARE~~Software ~~CORPORATION~~Corporation (Exact name of registrant as specified in its charter)

Delaware (State of Other Jurisdiction of Incorporation)

0-21010	94-2874178
(Commission File Number)	(IRS Employer Identification Number)

975 Island Drive
Redwood Shores, California 94065
(Address of principal executive offices including zip code)

(650) 596-3400
(Registrant's telephone number, including area code)

~~Not Applicable~~Inapplicable (Former Name or Former Address, if Changed Since Last Report)

Item 25. ~~Acquisition~~Other ~~or Disposition of Assets~~Events

On March 12, 2001, Centura Software Corporation, currently doing business as "Mbrane" (~~Nasdaq:~~hereinafter, ~~CNTR~~the "Company"), completed ~~effective~~a ~~4/2/01~~new ~~MBRN)~~private placement of equity securities. The securities, ~~currently~~to ~~doing~~be ~~business~~issued asin ~~Mbrane~~up to three issuances, are Series B Cumulative Convertible Preferred Stock (the "~~Registrant~~Preferred Stock"), aas ~~Delaware~~designated ~~corporation~~in the Company's Certificate of Designation, Preferences and Rights of Series B Cumulative ~~announced~~Convertible ~~today~~Preferred Stock (the ~~closing~~"Certificate of Designation") filed with the ~~sale~~Secretary of ~~Gupta~~State ~~Technologies,~~of ~~its~~the ~~client-server database~~State ~~software~~of ~~business~~Delaware toon ~~Platinum~~March ~~Equity~~9, ~~LLC~~2001. The first ~~transaction~~issuance of Preferred Stock, in the amount of $2 million, is convertible ~~valued~~into the Company's common stock (the "Common Stock") at ~~between~~a conversion price of $131.775 per share. The second issuance of Preferred Stock is subject to the satisfaction of certain conditions (including shareholder approval) and ~~$20~~is expected ~~million,~~to ~~was~~close ~~initially~~late ~~announced~~in ~~January~~the 18second quarter or early in the third quarter. If the conditions are satisfied, the amount of the second issuance will be between ~~2001.~~$2 million and $3 million. The ~~sale~~conversion ~~enables~~price ~~Mbrane~~of the second issuance is dependent on the price of the Common Stock prior to ~~focus~~the second issuance. The third issuance is based on a call option held by the ~~market~~investor ~~opportunities~~under which the investor would acquire up to an additional $6 million of Preferred Stock. The conversion price of the Preferred Stock purchased in ~~its~~the third issuance would be ~~mobile~~$2.00 per share. Five-year warrants to purchase up to an aggregate of 114,286 shares ~~wireless~~of ~~and~~Common ~~embedded~~Stock ~~software~~at ~~business~~an exercise price of $2.01 per share were also issued to purchasers in the private placement. Additional warrants could be issued in connection with the second and third issuances.

The ~~transaction~~Certificate ~~is comprised~~ of ~~cash,~~Designation ~~the~~is ~~retention~~incorporated ofherein ~~accounts receivable~~by ~~related~~reference toand ~~the~~is ~~acquired~~included ~~business,~~as ~~the~~Exhibit ~~assumption~~4.1 ofherein. ~~deferred~~The ~~revenue~~foregoing ~~obligations~~description of bysuch ~~the~~document ~~purchaser,~~is ~~and~~qualified ain ~~royalty~~its ~~stream~~entirety ~~based~~by onreference ~~future revenues of the acquired business of up~~ to ~~$6.3~~such ~~million over a five-year period~~Exhibit.

~~Commenting~~Item ~~on the sale, Mbrane CEO Scott Broomfield said, "With the divestiture of this business segment, we complete a major step in our corporate strategy~~7. We are strongly positioned to aggressively grow our mobile, wireless and embedded software business. Centura is now a pure play company focused on high growth markets. We're confident that the e-Business products are in excellent hands with Platinum Equity as the operation's new owner."Exhibits

Industry research indicates that there is substantial market potential for Mbrane's mobile, wireless and embedded software business. IDC forecasts that by 2003, 47.1 million people will work while traveling or commuting. By 2004, the worldwide market for smart handhelds will grow to over 63.4 million units, creating a $26 billion opportunity. Moreover, IDC estimates that worldwide sales automation application revenues will grow to $4.1B in 2004. To enable the mobilization of workforces using these applications, companies need a secure, robust, and adaptive mobile enterprise software, which Mbrane provides today within its Mbrane Touchpoint Solution.

Exhibit Number	Description
4.1	Certificate of Designation, Preferences and Rights of Series B Cumulative Convertible Preferred Stock
99.1	Subscription Agreement by and between the Company and Peconic Fund, Ltd. dated March 9, 2001
99.2	Registration Rights Agreement by and between the Company and Peconic Fund, Ltd. dated March 9, 2001
99.3	Warrant dated March 9, 2001 to purchase 114,286 shares of Common Stock
99.4	Form of Warrant to be issued in connection with second issuance
99.5	Form of Warrant to be issued in connection with third issuance

~~Item 7. Financial Statements and Exhibits.~~Signatures

~~(a) Not~~Pursuant ~~applicable~~to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned therunto duly authorized.

~~(b) In~~CENTURA ~~accordance~~SOFTWARE ~~with~~CORPORATION ~~Item 7~~(adba:Mbrane)~~(4) of Form 8-K, the required pro forma financial statements will be filed, by amendment to this Form 8-K, on or before May 7, 2001.~~

~~(c) Exhibits~~By: /s/ Richard Lucien

Number	Exhibit
2.1	The Membership Interest Purchase Agreement by and between Centura Software Corporation and Gupta Holdings, LLC dated as of January 15, 2001.



	Richard Lucien
	Senior Vice President, Finance and Chief Financial Officer

~~Signatures~~Dated: March 13, 2001

~~Pursuant~~EXHIBIT ~~to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned therunto duly authorized.~~INDEX

CENTURA SOFTWARE CORPORATION

Number	Exhibit
4.1	Certificate of Designation, Preferences and Rights of Series B Cumulative Convertible Preferred Stock
99.1	Subscription Agreement by and between the Company and Peconic Fund, Ltd. dated March 9, 2001
99.2	Registration Rights Agreement by and between the Company and Peconic Fund, Ltd. dated March 9, 2001
99.3	Warrant dated March 9, 2001 to purchase 114,286 shares of Common Stock
99.4	Form of Warrant to be issued in connection with second issuance
99.5	Form of Warrant to be issued in connection with third issuance

By: /s/ Richard Lucien

Richard Lucien Senior Vice President, Finance Chief Financial Officer

Dated: March 9, 2001

EXHIBIT INDEX

Number	Exhibit
2.1	The Membership Interest Purchase Agreement by and between Centura Software Corporation and Gupta Holdings, LLC dated as of January 15, 2001.

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