EXHIBIT 99.2

                            PREDICTIVE SYSTEMS, INC.

                          AMENDMENT TO NOTICE OF GRANT
     This  Amendment  (this "Amendment") is made this 18th day of October, 2002,
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by  and  between  Andrew Zimmerman  (the Optionee") and Predictive Systems, Inc.
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(the  "Company").
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     WHEREAS, the Company granted the Optionee an option (the "Option"), on June
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15,  2001, to purchase 500,000 shares of common stock of the Company, at a price
of  $3.73  per  share, granted under the Company's 1999 Stock Incentive Plan, as
amended  (the  "Plan");  and
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     WHEREAS,  the  Optionee and the Company desire to amend the Notice of Grant
of  Stock  Option for the Option (the "Notice of Grant") to provide Optionee the
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benefits he would have been entitled to had he been able to participate fully in
the  Company's  stock  option  exchange  program;

     NOW, THEREFORE, the Optionee and the Company agree that the Notice of Grant
shall  be  amended  to  provide  as  follows:

1.     EXERCISE  SCHEDULE.
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     The  "Exercise Schedule" set forth in the Notice of Grant is hereby amended
to  read  as  follows:

          "The  Option shall be immediately exercisable with respect to 6/48th's
of  the  Option  Shares  and  the  balance  of  the  Option  Shares shall become
exercisable in a series of forty-two (42) equal, successive monthly installments
upon  Optionees's  completion  of  each month of Service over the forty-two (42)
month  period  measured  form  October  18,  2002.  In no event shall the option
become  exercisable  for any additional Option Shares after Optionee's cessation
of  Service.

2.     EXERCISE  PRICE.
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     The  "Exercise Price" set forth in the Notice of Grant is hereby amended to
read  as  follows:

           "Exercise  Price:  $0.22  per  share"


3.     NOTICE  OF  GRANT.
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     To  the extent not expressly amended hereby, the Notice of Grant remains in
full  force  and  effect.


4.     ENTIRE  AGREEMENT.
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     This  Amendment, taken together with the Notice of Grant (to the extent not
amended  hereby)  and  the  Plan, represents the entire agreement of the parties
with  respect  to  the  subject  matter  hereto  and shall supersede any and all
previous  contracts,  arrangements,  amendments  or  understandings  between the
parties  with  respect  to  the  Option.



IN  WITNESS  WHEREOF,  this Amendment has been entered into as of the date first
set  forth  above.

PREDICTIVE  SYSTEMS,  INC.           OPTIONEE

By: /s/  Peter  Bloom                /s/ Andrew  Zimmerman
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Name:   Peter  Bloom                  Name:  Andrew  Zimmerman
Title:  Chairman  of  the
        Compensation  Committee