Exhibit 10.13

                               FTP SOFTWARE, INC.

                               AMENDMENT NO. 1 TO
                 1993 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN


     This Amendment No. 1 to the FTP Software, Inc. 1993 Non-Employee Directors'
Stock Option Plan (the "Plan") is effective as of June 2, 1995.  All capitalized
terms used but not defined herein shall have the meanings specified in the Plan.

1.   Amendments to the Plan.
     -----------------------

     a.  Paragraph b. of Section 8 of the Plan is hereby amended by deleting the
parenthetical appearing in the fifth through seventh lines of such paragraph.

     b.  Section 13 of the Plan is hereby amended by deleting the last sentence
thereof and replacing such sentence with the following sentence:

     The Board may at any time or times amend this Plan for any purpose which
     may at the time be permitted by law, provided that (1) in no event shall
     any of the terms of this Plan of the type described in Rule 16b-3(c)(2)
     (ii)(A) under the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"), be amended more than once in any six-month period other
     than to comport with changes in the Internal Revenue Code, the Employee
     Retirement Income Security Act or the rules thereunder and (2) any
     amendment required to be approved by the shareholders of the Company
     pursuant to Rule 16b-3 under the Exchange Act in order for this Plan to
     qualify under such rule shall be subject to the shareholder approval
     requirements of such Rule.

2.   Status of Plan.
     ---------------

     Except as specifically amended hereby, the Plan shall continue in full
force and effect. From and after the date hereof, all references in any
agreements covering options granted under the Plan shall be deemed to be
references to the Plan as amended hereby.