EXHIBIT A(14)


                        BINDVIEW DEVELOPMENT CORPORATION

           AMENDMENT NO. 2 TO OFFER TO RESCIND THE EXCHANGE OF CERTAIN
                       OUTSTANDING OPTIONS FOR NEW OPTIONS
                               DATED JULY 15, 2003

 THE RESCISSION OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND WILL EXPIRE:

                  AT 5:00 P.M., CENTRAL TIME, ON JULY 18, 2003

        (FOR INDIA RESIDENTS AT 5:00 P.M., PUNE TIME, ON JULY 18, 2003),

                UNLESS THE RESCISSION OFFER IS FURTHER EXTENDED.

         BindView Development Corporation ("BindView") is making a rescission
offer to those employees of BindView and its subsidiaries who previously
accepted the Exchange Offer. The rescission offer is being made upon the terms
and subject to the conditions set forth in the Offer to Rescind the Exchange of
Certain Outstanding Options for New Options, as amended by Amendment No. 1 and
this Amendment No. 2 to the Offer to Rescind the Exchange of Certain Outstanding
Options for New Options (the "Rescission Offer Document"), in the related Notice
to Withdraw From the Exchange Offer form (the "Notice to Withdraw" or "Notice of
Withdrawal form") and the Election Form And Cancellation Agreement (the
"Election Form", and together with the Notice to Withdraw and the Rescission
Offer Document, as they may be amended or supplemented from time to time, the
"Rescission Offer").

         You are not required to accept the Rescission Offer, and withdrawal
from the exchange is entirely voluntary. If you choose to accept the Rescission
Offer, then BindView will return all of your Qualifying Old Options promptly
upon the Rescission Offer Expiration Date. To accept the Rescission Offer, you
must return the entire outstanding portion of each option grant you previously
received in exchange for the corresponding Qualifying Old Options, if any,
together with a properly completed Notice to Withdraw to BindView on or before
5:00 PM, Houston time, on July 18, 2003 or, if this Rescission Offer is
extended, the date upon which such extension expires (the "Rescission Offer
Expiration Date"). The Rescission Offer is hereby supplemented and amended as
follows.

SUMMARY TERM SHEET :

1.   The response to question 1. "Why Is BindView  Making This  Rescission
     Offer?" is amended to read,  in its entirety, as follows:

                  "BindView has determined that in order to comply with the
         position of the Division of Corporation Finance of the Securities and
         Exchange Commission ("SEC") that compensatory exchange offers such as
         the Exchange Offer are subject to the issuer tender offer rules, it
         will conduct a rescission offer to each holder of a Qualifying Old
         Option who elected to exchange Qualifying Old


                                      -1-



         Options for a New Option in the Exchange by filing a Schedule TO with
         the SEC and distributing the disclosure required by the schedule to
         those holders and allowing them to withdraw their Qualifying Old
         Options previously returned to BindView pursuant to the Exchange at any
         time during the period from May 30, 2003 and the Rescission Offer
         Expiration Date. The SEC has advised the Company that the options
         offered in the Exchange Offer may have been offered in violation of the
         securities laws. If such determination is found to be true, the Company
         could be subject to an enforcement action brought by the SEC alleging a
         violation of the Exchange Act Rules 13e-4 and 14e-1. Such enforcement
         action could result in an injunction preventing the completion of the
         Company's Exchange Offer or in a fine in an amount up to $250,000. In
         addition, to the extent that you have sustained damages as a result of
         a fraudulent misrepresentation contained in the Exchange Offer, you may
         have a private right of action under the securities law for to a
         violation of Rule 14e-1, and although the courts are split, as a result
         of a violation of Rule 13e-4. This Rescission Offer does not bar you
         from exercising the rights available to you under the securities law."


                                      -2-