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                                                                     EXHIBIT 4.7

                     FORM OF WARRANT - MONTGOMERY SECURITIES

Warrant Certificate No.:  HFN 3
                                                               Right to Purchase
                                                            16,667 Warrant Units

THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR WHICH MAY BE ISSUED UPON
EXERCISE OF THE RIGHTS HEREIN GRANTED HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR WITH ANY STATE SECURITIES COMMISSION, AND
MAY NOT BE TRANSFERRED OR DISPOSED OF BY THE HOLDER IN THE ABSENCE OF A
REGISTRATION STATEMENT WHICH IS EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND APPLICABLE STATE LAWS AND RULES, OR, UNLESS, IMMEDIATELY PRIOR TO
THE TIME SET FOR TRANSFER, SUCH TRANSFER MAY BE EFFECTED WITHOUT VIOLATION OF
THE SECURITIES ACT OF 1933, AS AMENDED, AND OTHER APPLICABLE STATE LAWS AND
RULES.

THE RIGHTS EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS
SPECIFIED IN A CERTAIN INVESTOR AGREEMENT BETWEEN SYBASE AND THE ORIGINAL HOLDER
OF THESE SECURITIES, A COPY OF WHICH IS AVAILABLE FOR EXAMINATION AT THE
PRINCIPAL OFFICE OF SYBASE.



                                  SYBASE, INC.

                          COMMON STOCK PURCHASE WARRANT

                             VOID AFTER MAY 9, 2002

      SYBASE, INC., a Delaware corporation (the "Sybase"), hereby certifies
that, for value received, MONTGOMERY SECURITIES, or assigns (the "Holder"), is
entitled, subject to the terms set forth below, to purchase from Sybase at any
time or from time to time before 5:00 p.m. Pacific time, on March 31, 2002 (the
"Expiration Date"), 16,667 "Warrant Units" as hereinafter defined at the
purchase price per Warrant Unit equal to $3.00 and otherwise in accordance with
the terms hereof.

      As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:

(a)   The term "Sybase" includes any corporation which shall succeed to or
      assume the obligations of Sybase hereunder.

(b)   The term "Warrant Unit" means $ 1.153448 in cash and 0.34794 shares of
      Sybase Common Stock.

(b)   The term "Sybase Common Stock" shall mean duly authorized, validly issued,
      fully paid and nonassessable shares of the Common Stock, $ 0.001 par
      value, of Sybase, and any other


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      securities or property of Sybase or of any other person (corporate or
      otherwise) which the Holder of this Warrant at any time shall be entitled
      to receive on the exercise hereof, in lieu of or on account of Sybase
      Common Stock, or which at any time shall be issuable in exchange for or in
      replacement of Sybase Common Stock.

      1.    Initial Exercise Date; Expiration. This Warrant may be exercised at
            any time or from time to time. It shall expire at 5:00 p.m., Pacific
            Time, on March 31, 2002.

      2.    Exercise of Warrant; Partial Exercise.

            This Warrant may be exercised in full or in part by the Holder
            hereof by surrender of this Warrant, with the form of subscription
            attached hereto duly executed by such Holder, to Sybase at its
            principal office, accompanied by payment, in cash or by certified or
            official bank check payable to the order of Sybase, of the purchase
            price of the shares of the Warrant Units to be purchased hereunder,
            the cancellation by the Holder of indebtedness of Sybase to the
            Holder in an amount equal to such purchase price, or any combination
            thereof. For any partial exercise hereof, the Holder shall designate
            in the subscription the number of Warrant Units that it wishes to
            purchase. On any such partial exercise, Sybase at its expense shall
            forthwith issue and deliver to the Holder hereof a new warrant of
            like tenor, in the name of the Holder hereof, which shall be
            exercisable for such number of Warrant Units represented by this
            Warrant which have not been purchased upon such exercise. No
            fractional shares of Sybase Common Stock shall be issued upon
            exercise of this Warrant and any fractional share shall be rounded
            down to the next whole share of Sybase Common Stock without any
            adjustment in the cash consideration included in the Warrant Unit.

      3.    When Exercise Effective. The exercise of this Warrant shall be
            deemed to have been effected immediately prior to the close of
            business on the business day on which this Warrant is surrendered to
            Sybase as provided in Section 2, and at such time the person in
            whose name any certificate for shares of Sybase Common Stock shall
            be issuable upon such exercise, as provided in Section 4, shall be
            deemed to be the record holder of such Sybase Common Stock for all
            purposes.

      4.    Delivery on Exercise. As soon as practicable after the exercise of
            this Warrant in full or in part, and in any event within five
            business days thereafter, Sybase at its expense (including the
            payment by it of any applicable issue taxes) will cause to be issued
            in the name of and delivered to the Holder hereof, or as such Holder
            may direct, the Warrant Units (including the cash portion of the
            Warrant Unit and a certificate or certificates for the number of
            fully paid and nonassessable full shares of Sybase Common Stock
            constituting the stock portion of the Warrant Unit) to which such
            Holder shall be entitled on such exercise.

      5.    No Dilution or Impairment. Sybase will not, by amendment of its
            Certificate of Incorporation avoid the observance or performance of
            any of the terms of this Warrant, but will at all times in good
            faith assist in the carrying out of all the terms hereof.


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      6.    Notices of Record Date. In the event Sybase provides written notice
            to the holders of its Common Stock of

                  (a)   any taking by Sybase of a record of the Holders of any
                  class of securities for the purpose of determining the Holders
                  thereof who are entitled to receive any dividend or other
                  distribution, or any right to subscribe for, purchase or
                  otherwise acquire any shares of stock of any class or any
                  other securities or property, or to receive any other right,
                  or

                  (b)   any capital reorganization of Sybase, any
                  reclassification or recapitalization of the capital stock of
                  Sybase, or any transfer of all or substantially all the assets
                  of Sybase to or consolidation or merger of Sybase with or into
                  any other person, or

                  (c)   any voluntary or involuntary dissolution, liquidation or
                  winding-up of Sybase, or

                  (d)   any proposed issue or grant by Sybase of any shares of
                  stock of any class or any other securities, or any right or
                  option to subscribe for, purchase or otherwise acquire any
                  shares of stock of any class or any other securities,

            then and in each such event Sybase will mail to the Holder hereof
            any such notice delivered to the holders of its Common Stock, at the
            time and in the manner such notice was provided to the holders of
            Sybase Common Stock.

      7.    Exchange of Warrants. On surrender for exchange of this Warrant,
            properly endorsed, to Sybase, Sybase at its expense will issue and
            deliver to or on the order of the Holder thereof a new Warrant of
            like tenor, in the name of such Holder or as such Holder may direct,
            calling in the aggregate on the face thereof for the number of
            Warrant Units called for on the face of the Warrant so surrendered.

      8.    Replacement of Warrants. On receipt by Sybase of evidence reasonably
            satisfactory to Sybase of the loss, theft, destruction or mutilation
            of this Warrant and, in the case of any such loss, theft or
            destruction of this Warrant, on delivery of an indemnity agreement
            reasonably satisfactory in form and amount to Sybase or, in the case
            of any such mutilation, on surrender and cancellation of such
            Warrant, Sybase at its expense will execute and deliver, in lieu
            thereof, a new Warrant of like tenor.

      9.    Investment Intent. Unless a current registration statement under the
            Securities Act of 1933, as amended, shall be in effect with respect
            to the securities to be issued upon exercise of this Warrant, the
            Holder thereof, by accepting this Warrant, covenants and agrees
            that, at the time of exercise hereof, and at the time of any
            proposed transfer of securities acquired upon exercise hereof, such
            Holder will deliver to Sybase a written statement that the
            securities acquired by the Holder upon exercise hereof are for the
            own account of the Holder for investment and are not acquired with a
            view to, or for sale in connection with, any distribution thereof
            (or any portion thereof) and with no


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            present intention (at any such time) of offering and distributing
            such securities (or any portion thereof).

      10.   Transfer. Subject to the transfer conditions referred to in the
            legend endorsed hereon, this Warrant and all rights hereunder are
            transferable, in whole or in part, without charge to the Holder
            hereof upon surrender of this Warrant with a properly executed
            assignment (in the form annexed hereto) at the principal office of
            Sybase. Upon any partial transfer, Sybase will at its expense issue
            and deliver to the Holder hereof a new Warrant of like tenor, in the
            name of the Holder hereof, which shall be exercisable for such
            number of Warrant Units which were not so transferred.

      11.   No Rights or Liability as a Stockholder. This Warrant does not
            entitle the Holder hereof to any voting rights or other rights as a
            stockholder of Sybase. No provisions hereof, in the absence of
            affirmative action by the Holder hereof to purchase Sybase Common
            Stock, and no enumeration herein of the rights or privileges of the
            Holder hereof shall give rise to any liability of such Holder as a
            stockholder of Sybase. Notwithstanding the foregoing, Sybase will
            transmit to the Warrant holder such information, documents and
            reports as are generally distributed to the Holders of any class or
            series of the securities of Sybase concurrently with the
            distribution thereof to the stockholders.

      12.   Damages. Sybase recognizes and agrees that the Holder hereof will
            not have an adequate remedy if Sybase fails to comply with the terms
            of this Warrant and that damages will not be readily ascertainable,
            and Sybase expressly agrees that, in the event of such failure, it
            shall not oppose an application by the Holder of this Warrant or any
            other person entitled to the benefits of this Warrant requiring
            specific performance of any and all provisions hereof or enjoining
            Sybase from continuing to commit any such breach of the terms
            hereof.

      13.   Registration Rights. Sybase covenants and agrees as follows:

            13.1  Grant of Rights. Sybase hereby grants to the initial Holder of
            this Warrant the rights set forth in the Shareholder Agreement,
            executed by Sybase and the Holder concurrently with the issuance of
            this Warrant (the "Shareholder Agreement"). Each of Sybase and the
            Holder severally covenants and agrees that it shall comply with each
            of the covenants and agreements contained in the Shareholder
            Agreement, which covenants and agreements are expressly incorporated
            herein by reference as though stated herein in full.

            13.2  No Conflicting Agreements. Sybase represents and warrants to
            the Holder that Sybase is not a party to any agreement that
            conflicts in any manner with the Holder's rights to cause Sybase to
            register Registrable Securities pursuant to the Shareholder
            Agreement. Sybase covenants and agrees that it shall not, without
            the prior written consent of the holders of two thirds of the
            outstanding Registrable Securities, amend, modify or restate the
            Shareholder Agreement, if, without the written consent of the
            Holder, the Holder would be adversely affected by the


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            amendment in a different manner than other holders of "Registrable
            Securities" (as defined in the Shareholder Agreement) similarly
            situated.

            13.3  Rights and Obligations Survive Exercise and Expiration of
            Warrant. The rights and obligations of Sybase and the Holder set
            forth in this Section 13 and in the Shareholder Agreement shall
            survive the exercise and expiration of this Warrant.

      14.   Notices. All notices referred to in this Warrant shall be in writing
            and shall be delivered personally or by certified or registered
            mail, return receipt requested, postage prepaid and will be deemed
            to have been given when so delivered or mailed (i) to Sybase, at its
            principal executive offices and (ii) to the Holder of this Warrant,
            at such Holder's address as it appears in the records of Sybase
            (unless otherwise indicated by such Holder).

      15.   Payment of Taxes. All shares of Sybase Common Stock issued upon the
            exercise of this Warrant shall be validly issued, fully paid and
            nonassessable, and Sybase shall pay all taxes and other governmental
            charges that may be imposed upon Sybase in respect to the issue or
            delivery thereof. The foregoing shall not make Sybase liable for any
            net income taxes levied upon the Holder with respect to the
            issuance, exercise, sale, exchange, or other transfer of this
            Warrant or the sale, exchange, or other transfer of the Sybase
            Common Stock or other property to be issued upon exercise or
            surrender by the Holder of this Warrant.

      16.   Legends On Shares Issued. The Sybase Common Stock issued upon
            exercise of the rights granted herein shall bear the legends set
            forth at the beginning of this Warrant, unless and until such
            legends are removed in accordance with the Shareholder Agreement.

      17.   Miscellaneous. This Warrant and any term hereof may be changed,
            waived, discharged or terminated only by an instrument in writing
            signed by the party against which enforcement of such change,
            waiver, discharge or termination is sought. This Warrant shall be
            governed by and construed and enforced in accordance with the
            internal laws of the State of California (without reference to any
            principles of the conflicts of laws). The headings in this Warrant
            are for purposes of reference only, and shall not limit or otherwise
            affect any of the terms hereof.



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      IN WITNESS WHEREOF, Sybase has caused this Warrant to be signed in its
name by its duly authorized officers.

Dated: January 20, 2000

                                          SYBASE, INC., a Delaware corporation



                                          By: _________________________________

                                          Name: _______________________________

                                          Title: ______________________________





                      [Signature Page - Montgomery Warrant]



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Warrant Certificate No.:  HFN 3



                              FORM OF SUBSCRIPTION

                    (To be signed only on exercise of Warrant)


TO _______________________________

      The undersigned, the Holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, _______________(1) Warrant Units consisting of $__________
of cash in the aggregate and ____ shares of Common Stock of Sybase, Inc. in the
aggregate, and herewith makes payment of $______________ therefor, and requests
that such cash and the certificates for such shares be issued in the name of,
and delivered to __________________________________________________ whose
address is _______________________________________________________.



                                          _____________________________________

                                          (Signature must conform in all
                                          respects to name of Holder as
                                          specified on the face of the Warrant)


                                          _____________________________________


                                          _____________________________________
                                                        (Address)


Dated:

_____________________________, 200_





--------------
      (1) Insert here the number of Warrant Units as to which the Warrant is
being exercised.


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Warrant Certificate No.: HFN 3



                               FORM OF ASSIGNMENT

      For value received, the undersigned hereby sells, assigns, and transfers
unto ____________________the right represented by the within Warrant to purchase
shares of Common Stock of Sybase, Inc. to which the within Warrant relates, and
appoints ___________________________________Attorney to transfer such right on
the books of ____________________________________________ with full power of
substitution in the premises.



                                          _____________________________________

                                          (Signature must conform in all
                                          respects to name of Holder as
                                          specified on the face of the Warrant)


                                          _____________________________________


                                          _____________________________________
                                                        (Address)


Dated:

_____________________________, 2000




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                               EXHIBIT TO WARRANT

   [Attach Shareholder Agreement which is Exhibit to Reorganization Agreement]