Sybase 8-K Entry into a Material Definitive Agreement

Exhibit 99.2

February 18, 2005

Steve Capelli
SVP, North America Operations
Sybase, Inc.
One Sybase Drive
Dublin, CA 94568
(Delivered by hand)

Dear Steve:

This is to inform you of your 2005 Executive Compensation as approved by the Sybase, Inc. Compensation Committee.

Cash Compensation (effective January 1, 2005)

•   Annual base salary: $ 326,000
(Paid semi-monthly at $13,583.33)

•   Incentive bonus target: ($267,500)

•   Total target earnings (TTE): $593,500

You will receive shortly your 2005 Variable Compensation Plan Document with the details of your quota and plan components. Please review it, sign, and return one copy to Nita White-Ivy in Corporate Human Resources within five business days.

Long-Term Incentives

(a)   Sybase Restricted Stock Grant:

•   7,000 shares (3-year cliff vest)

(b)   Sybase Performance-based Restricted Stock:

•   30,000 shares

     Steve Capelli
February 18, 2005
Page 2

2005 Performance-Based Restricted Stock and Performance Share/Unit
Payout Program

Gate 1: In each of the three years, there needs to be positive cash flow from operations
Gate 2:
Component	Weight			Growth			Threshold			Payout Scale
										Achievement			Payout
Compounded Annual Growth											100	%		100	%
Rate in Revenue		40	%		7.00	%		50	%		50	%		50	%
											<50	%	no payout
Income Before Tax Growth Rate		35	%		10.40	%		70	%		100	%		100	%
											70	%		70	%
											<70	%	no payout
Total Shareholder Return (based on S&P 400)		25	%	Median				90	%		100	%		100	%
											90	%		90	%
											<90	%	no payout

I also want to take this opportunity to thank you for your contributions in 2004. I look forward to your support and contributions in 2005.

Sincerely,

/s/ JOHN S. CHEN

John S. Chen
Chairman, CEO and President

CC: HR File