Exhibit 4.2

                       EFFECTIVE MANAGEMENT SYSTEMS, INC.

                        1998 EMPLOYEE STOCK PURCHASE PLAN

                         PAYROLL DEDUCTION AUTHORIZATION

   (Please Print)

   Name of                                    Social
   Employee: _______________________          Sec. No.: _________________


   In accordance with the terms of the Effective Management Systems, Inc.
   1998 Employee Stock Purchase Plan (the "Plan"), I hereby authorize
   Effective Management Systems, Inc. (the "Company") or the appropriate
   subsidiary of the Company to:

             Deduct __% (a whole number not greater than 5%) of my
             bimonthly payroll earnings beginning ________________
             __, 19__, and until further notice.

        1.   I understand that the payroll deductions will be deducted from
             my paychecks and will be credited to my account under the Plan
             for the purchase of the Company's Common Stock in accordance
             with the terms of the Plan.

        2.   Subject to the limitations specified in the Plan, I understand
             that I have the option of canceling this authorization by
             written notice to the Company, upon the receipt of which, the
             Company will pay to me all payroll deductions then credited to
             my account.  My withdrawal from a particular offering of Common
             Stock under the Plan will not prevent me from enrolling in
             subsequent offerings for which I am eligible.

        3.   I understand that I may file a written designation of a
             beneficiary who will receive, in the event of my death, the
             Common Stock which may be issued pursuant to the exercise of
             options under the Plan and/or the cash credited to my account. 
             I further understand that, if I have not designated in writing a
             beneficiary upon my death, the Company may deliver such Common
             Stock and/or cash to the executor or administrator of my estate,
             or if none has been appointed, to my spouse and/or dependents as
             the Company may designate.

        4.   I understand that upon my death, my beneficiary shall have the
             right to elect, by written notice to the Company, to withdraw
             the payroll deductions credited to my account under the Plan or
             to exercise my option to purchase the Common Stock on next date
             following my death on which such options are exercisable under
             the Plan.

        5.   Under penalties of perjury, I certify that:

             a.   The number shown on this form is my correct social security
                  number; and

             b.   I am not subject to backup withholding because:

                  (i)  I am exempt from backup withholding; or (ii) I have
                       not been notified by the Internal Revenue Service that
                       I am subject to backup withholding as a result of a
                       failure to report all interest or dividends, or (iii)
                       the Internal Revenue Service has notified me that I am
                       no longer subject to backup withholding.



   Signature of Employee: ______________________     Date: ____________