EXHIBIT 10.25

                                                                   [SYBASE LOGO]

November 17, 2003

Mr. Duran Holton
Principal, Relationship Manager
Fidelity Investments
350 California Street, Suite 500
San Francisco, CA 94104

RE: SYBASE, INC. 401(k) PLAN - Changes to Investment Options

Dear Duran:

This letter relates to the plan investment options available under the Trust
Agreement (the "Agreement") between SYBASE, INC. (the "Sponsor") and Fidelity
Management Trust Company ("Fidelity") for the above-referenced Plan. By their
execution of this letter below, the parties intend and agree that this direction
letter shall have the same force and effect as an amendment to the Agreement.

In accordance with the "Directions" section of the Agreement the Sponsor hereby
directs Fidelity:

         On DECEMBER 12, 2003, to liquidate all participant balances held in the
         PUTNAM INTERNATIONAL EQUITY A FUND at its net asset or unit value on
         such day, and to invest the proceeds in the MSI INTERNATIONAL EQUITY B
         FUND at its net asset or unit value on such day; (ii) to redirect all
         participant contributions directed to the PUTNAM INTERNATIONAL EQUITY A
         FUND after DECEMBER 12, 2003, to be invested in the MSI INTERNATIONAL
         EQUITY B FUND; and (iii) to permit no further investments in the PUTNAM
         INTERNATIONAL EQUITY A FUND as an investment option for the Plan after
         DECEMBER 12, 2003. The parties hereto agree that Fidelity shall have no
         discretionary authority with respect to this sale and transfer as
         directed by the Sponsor. Any variation from the procedure described
         herein may be instituted only at the express written direction of the
         Sponsor.

A copy of this letter shall be returned to the undersigned after it has been
countersigned by Fidelity.

By: Daniel R Carl
    -------------------------------------
    (Name of Authorised Individual)

    /s/ Daniel R Carl
    -------------------------------------
                           Signature
    VP, Sec. & General Counsel
    -------------------------------------
                            (Title)

Sybase, Inc.
One Sybase Drive
Dublin, CA 94568
[ILLEGIBLE]
Fax (925) 236-4321
www.sybase.com

                                                    [IT ISO9001 REGISTERED LOGO]



Agreed and accepted by Fidelity:

FIDELITY MANAGEMENT TRUST COMPANY

By :___________________________________________
              FMTC Authorized Signatory