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                                                                 EXHIBIT 12.3
                                                       

                              COMPUWARE CORPORATION

                               FIRST AMENDMENT TO
                  STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

         COMPUWARE CORPORATION, a Michigan corporation, hereby adopts the
following amendment to the Stock Option Plan for Non-Employee Directors, in
accordance with Section VIII (1) thereof, by replacing Section V(5) thereof with
the following:

           5. TRANSFERABILITY OF STOCK OPTIONS: Except as otherwise provided in
this Section V(5) or to the extent determined by the Committee in its sole
discretion (either by resolution or by a provision in, or amendment to, the
option), (a) no option granted under the Plan to an Eligible Director shall be
transferable by such Eligible Director otherwise than (1) by will, or (2) by the
laws of descent and distribution or, (3) pursuant to a qualified domestic
relations order as defined in the Code or Title I of the Employee Retirement
Income Security Act, or the rules thereunder, and (b) such option shall be
exercisable, during the lifetime of the Eligible Director, only by the Eligible
Director.

          The Committee may, in its sole discretion, authorize all or a portion
of the options granted to an Eligible Director to be transferred by such
Eligible Director to, and to be exercised by, (i) the spouse, children or
grandchildren of the Eligible Director ("Immediate Family Members"), (ii) a
trust or trusts for the exclusive benefit of such Immediate Family Members,
(iii) a partnership in which such Immediate Family Members are the only
partners, or (iv) such other persons or entities as determined by the Committee,
in its sole discretion, on such terms and conditions as the Committee, in its
sole discretion, may determine; provided that (y) the stock option agreement
pursuant to which such options are granted must be approved by the Committee and
must expressly provide for transferability in a manner consistent with this
Section V(5), and (z) subsequent transfers of transferred options shall be
prohibited except for transfers the original Eligible Director would be
permitted to make (if he or she were still the owner of the option) in
accordance with this Section V(5).

          Following transfer, any such options shall continue to be subject to
the same terms and conditions as were applicable immediately before transfer,
provided that for purposes of Sections V(3)(c), VIII(2), VIII(3) and VIII(6) the
term "optionee" shall be deemed to refer to the transferee. The events of
termination of board membership of Sections V(3)(e) and V(3)(f) shall continue
to be applied with respect to the original optionee, following which the options
shall be exercisable by the transferee only to the extent, and for the periods,
specified in such sections. The original optionee shall remain subject to
withholding taxes and related requirements upon exercise provided in Section
VII. The Company shall have no obligation to provide any notice to any
transferee, including, without limitation, notice of any termination of the
option as a result of termination of the original optionee's service to the
Company.




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          IN WITNESS WHEREOF, the undersigned has executed this First Amendment 
to Stock Option Plan for Non-Employee Directors as of November 27, 1997.

                                            COMPUWARE CORPORATION

                                            By: Thomas Costello Jr.
                                               --------------------------
                                            
                                            Its: V.P. - Secretary
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