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                                                                    EXHIBIT 99.8


                                                                    ANNUAL GRANT


                            COMPUTRON SOFTWARE, INC.
                    NOTICE OF GRANT OF NON-EMPLOYEE DIRECTOR
                             AUTOMATIC STOCK OPTION

                  Notice is hereby given of the following option grant (the
"Option") to purchase shares of the Common Stock of Computron Software, Inc.
(the "Corporation"):

                  Optionee:_____________________________________________________

                  Grant Date:___________________________________________________

                  Exercise Price:  $__________________________________ per share

                  Number of Option Shares: 3,000 shares

                  Expiration Date:______________________________________________

                  Type of Option:   Non-Statutory Stock Option

                  Date Exercisable: Immediately Exercisable

                  Vesting Schedule: The Option Shares shall be unvested and
                  subject to repurchase by the Corporation at the Exercise Price
                  paid per share. Optionee shall acquire a vested interest in,
                  and the Corporation's repurchase right will accordingly lapse
                  with respect to the Option Shares upon Optionee's completion
                  of one (1) year of service as a member of the Corporation's
                  Board of Directors (the "Board") measured from the Grant Date.
                  In no event shall any additional Option Shares vest after
                  Optionee's cessation of Board service.

                  Optionee understands and agrees that the Option is granted
subject to and in accordance with the terms of the automatic option grant
program under the Computron Software, Inc. 1995 Stock Option Plan (the "Plan").
Optionee further agrees to be bound by the terms of the Plan and the terms of
the Option as set forth in the Automatic Stock Option Agreement attached hereto
as Exhibit A.

                  [Optionee hereby acknowledges receipt of a copy of the
official prospectus for the Plan in the form attached hereto as Exhibit B. A
copy of the Plan is available upon request made to the Corporate Secretary at
the Corporation's principal offices.



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                  REPURCHASE RIGHT. OPTIONEE HEREBY AGREES THAT ALL OPTION
SHARES ACQUIRED UPON THE EXERCISE OF THE OPTION SHALL BE SUBJECT TO A REPURCHASE
RIGHT EXERCISABLE BY THE CORPORATION AND ITS ASSIGNS. THE TERMS OF SUCH RIGHT
SHALL BE SPECIFIED IN A STOCK PURCHASE AGREEMENT, IN FORM AND SUBSTANCE
SATISFACTORY TO THE CORPORATION, EXECUTED BY OPTIONEE AT THE TIME OF THE OPTION
EXERCISE.

                  No Impairment of Rights. Nothing in this Notice or the
attached Automatic Stock Option Agreement or in the Plan shall interfere with or
otherwise restrict in any way the rights of the Corporation and the
Corporation's stockholders to remove Optionee from the Board at any time in
accordance with the provisions of applicable law.

                  Definitions. All capitalized terms in this Notice shall have
the meaning assigned to them in this Notice or in the attached Automatic Stock
Option Agreement.

________________________, 199__
         Date


                                             COMPUTRON SOFTWARE, INC.


                                             By:_____________________

                                             Title:__________________



                                             ________________________
                                             OPTIONEE

                                             Address:________________

                                             ________________________


ATTACHMENTS
Exhibit A - Automatic Stock Option Agreement
Exhibit B - Plan Summary and Prospectus

                                       2.

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                                   EXHIBIT A

                        AUTOMATIC STOCK OPTION AGREEMENT




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                                   EXHIBIT B

                          PLAN SUMMARY AND PROSPECTUS