EXHIBIT (a)(1)(c)

           FORM OF LETTER TO ELIGIBLE OPTION HOLDERS REGARDING OFFER



September 17, 2001

Dear Option Holder:

  Due to today's difficult market conditions, many of our employees hold stock
options with an exercise price that exceeds the current market price of our
Common Stock. Because our board of directors recognizes that the Company's
option plan may not currently be providing performance incentives for its valued
employees, the Board has considered a number of ways to provide employees with
the benefit of options that over time may have a greater potential to increase
in value.

  Accordingly, I am happy to announce that the board of directors has approved a
program to offer employees the opportunity to exchange outstanding options
granted under our 1997 Equity Incentive Plan for new options we will grant under
the Mercator 1997 Equity Incentive Plan (the "EIP"). You may tender options for
all or any portion of the shares of Common Stock subject to your options. You
also have the right to choose not to tender any of your options. This offer
expires at 5:00 P.M., Eastern Daylight Savings Time on Friday, October 19, 2001.

  The number of shares of Common Stock subject to the new options will be equal
to one-half the number of shares subject to the options that you tender and we
accept for exchange, as adjusted for any stock splits, stock dividends and
similar events. We will grant the new options on the date of the first meeting
of the compensation committee of the board of directors which is at least six
months and one day following the date we accept and cancel the tendered options.
Unfortunately, we are not able to simply reprice your current options, offer an
immediate grant date, or carry forward current market prices to the grant date
because doing so would mandate additional and unfavorable compensation expenses
under our accounting and financial reporting requirements.

  You must be an employee of the Company or one of its subsidiaries from the
date you tender options through the date we grant the new options in order to
receive new options. If you do not remain an employee, you will not receive any
new options or any other consideration for the options tendered by you and
cancelled by the Company.

  The terms and conditions of new options will be substantially the same as the
terms and conditions of your current option(s) granted under the EIP, except as
specified in the Offer, and will include the following terms:

--the per share exercise price of any new options granted to you will equal the
last reported sale price of our Common Stock on the Nasdaq National Market on
the date we grant the new options; and
--any new options granted to you will vest one-third immediately upon grant and
the remaining options vesting at a schedule of two-ninths of the remaining
options per year for each of the following three years, subject to the terms and
conditions of the EIP and your option agreement that you will enter into with
Mercator on the new grant date.

  There is no way to predict what the price of our Common Stock will be during
the next six months or thereafter. It is possible that the market price of our
Common Stock on the date of grant of any new options issued to you will be
higher than the current exercise price of your options. It is also possible that
you will

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no longer be employed with Mercator or any of its subsidiaries at the
anticipated time of such new option grant. For these reasons, you should make a
decision to tender only after careful, considered thought.

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  The board of directors makes no recommendation as to whether you should tender
or refrain from tendering your options in the offer. You must make your own
decision whether to tender your options.

  This offer is being made under the terms and subject to the conditions of an
offer to exchange and a related letter of transmittal which you should have
received with this letter. Copies of these documents will also be available from
Linda Austin, Mercator Software, Inc., 45 Danbury Road, Wilton, Connecticut,
06897-0840 (tel. number: (203) 563-1260, facsimile number: (203) 761-8537).  You
should read carefully the entire offer to exchange and letter of transmittal
before you decide whether to tender all or any portion of your options. A tender
of options involves risks which are discussed in the offer to exchange.

  To tender options, you will be required to properly complete, sign and return
to us the letter of transmittal and any other documents specified in that letter
by the expiration date of the Company's offer. You must deliver a properly
completed and signed paper copy or facsimile copy of the documents. E-mail
delivery will not be accepted.

  If you have any questions about the offer, please contact us at Mercator
Software, Inc., 45 Danbury Road, Wilton, Connecticut, 06897-0840, Attn: Linda
Austin (tel. number: (203) 563-1260, facsimile number: (203) 761-8537). We thank
you for your continued efforts on behalf of Mercator Software, Inc.

Sincerely,


Roy C. King
President, Chairman and Chief Executive Officer

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