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                                                                   EXHIBIT 10.34

May 1, 2002

Michael Bealmear
65 Inverrary Lane
Alamo, CA  94507

Dear Mike:

I am very pleased to offer you the position of Executive Vice President
reporting to me. In this position, you will have the business title of
President, Worldwide Field Operations responsible for all the Sybase Geography
Field Operations (North America, Latin America, Asia and Europe). We anticipate
you will make immediate contributions to Sybase and look forward to your start
date of May 6, 2002.

Your compensation will consist of the following components:

         I.       Base Salary: $400,000 per year to be paid semi-monthly at
                  $16,666.67.

         II.      Variable Incentive Bonus: You will be eligible for the FY2002
                  annual incentive bonus of $250,000. You will be guaranteed
                  your variable incentive from your May 6, 2002 start date to
                  the end of Q3 2002. Your quarterly target bonus for Q4 2002
                  will be $62,500, which will be paid only if you meet or exceed
                  your target revenue and margin numbers for Q4. Each subsequent
                  year, your compensation will be reviewed and a new
                  compensation plan will be provided to you.

         III.     Stock Options

                  (1)      Sybase Stock Options

                           A recommendation will be made for you to be awarded
                           an option to purchase 500,000 shares of Sybase common
                           stock. The stock option price will be the closing
                           price as quoted on NYSE on the date the option is
                           granted.

                           The above Sybase options with respect to 6/48 of the
                           shares will vest after the first six (6) months and
                           the options with respect to 1/48 of the shares will
                           vest each month for the following forty-two (42)
                           months. Sybase has the right to cancel any unvested
                           portion of your shares if your employment with the
                           company is ended for any reason before four (4)
                           years. If you do not receive your stock option
                           agreements within four to six weeks from your
                           employment start date, please contact Sybase
                           Corporate Stock Administration immediately.

                           Additional shares of Sybase options may be
                           recommended for you on an annual basis based on your
                           job performance and contributions.

         IV.      Change of Control Agreement - A change of control agreement
                  (double trigger) will be recommended for you shortly after
                  your employment start date. You will be receiving the
                  agreement from Nita White-Ivy, Vice President of Worldwide
                  Human Resources shortly after your first week of employment.

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         V.       Employee Benefits - You will be covered by the Sybase employee
                  benefits program, a summary of which is enclosed. I
                  understand, however, that you are currently covered by
                  Covansys' health benefit programs and that you may not be
                  interested in Sybase coverage for the next two years. Our
                  "cafeteria" medical and prescription programs provide up to
                  $383.43 of credit points for medical and prescription
                  benefits, which are most likely better than Covansys. Should
                  you not want to use these benefits, our program will only
                  allow you to get a credit of $47.38 per month, which you can
                  apply toward additional life or accidental death and
                  dismemberment insurance.

         VI.      Automobile Allowance - Should you not want to participate in
                  Sybase's health benefit programs while you are covered under
                  Covansys, or if you choose not to use the allowed credit for
                  your additional life or accidental death and dismemberment
                  insurance described above, we will provide you instead with
                  $500 per month of automobile allowance. This allowance will
                  cease as soon as you start participating in Sybase health
                  benefit programs for yourself and/or your eligible dependents
                  as described in V, above.

         VII.     Financial and Tax Planning - Sybase has developed a
                  comprehensive executive financial and tax planning program for
                  its officers which we plan to roll out in January 2003. You
                  will be eligible to participate in this program if and when it
                  is launched.

         VIII.    Business Travel - You will be able to travel with "business
                  class" accommodations for all job-related air travel.

         IX.      Consideration for Promotion to President and Chief Operating
                  Officer (COO) - I understand that in accepting the position to
                  head the worldwide field operations for Sybase, it is your
                  desire to help Sybase execute to its revenue plans and
                  strategic objectives. I also understand your career objective
                  to eventually broaden your job scope and responsibilities at
                  Sybase. Depending on your ability to perform to and achieve or
                  exceed the targeted/budgeted revenues and contribution margins
                  for all of your operations, plus other priority goals and
                  objectives given to you, it is my intention to consider you
                  for the position of President and Chief Operating Officer
                  (COO) for Sybase, Inc. Should another person be selected and
                  appointed for the position of President and COO of Sybase,
                  Inc., you have the option to submit your written resignation
                  within 45 days of that person's appointment so you can pursue
                  your career objectives outside of Sybase. Within seven days of
                  the effective date of your resignation, Sybase will pay you a
                  separation pay equal to one times your then annual base salary
                  (net of applicable taxes and deductions). Sybase will not,
                  however, have any obligation to pay you any separation payment
                  under the following instances: (1) if you resign from the
                  company other than following the event of the appointment of a
                  President and COO as described above; (2) if you are asked to
                  leave the company or if you are involuntarily terminated or
                  you voluntarily resign "for cause."

                  For purposes of the above paragraph, "for cause" voluntary or
                  involuntary termination is defined as: (1) unsatisfactory job
                  performance and/or work behavior, (2) insubordination, (3) any
                  act of personal dishonesty taken by you in connection with
                  your job duties and responsibilities intended to result in
                  your personal gain, (4) violation of company policies and/or
                  misconduct on your part which is seriously injurious to the
                  company, the company's reputation, or Sybase employees, and
                  (5) conviction of a felony.

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You agree that your employment with Sybase is "at will" and that you are free to
resign your employment at any time with or without cause and that Sybase may
also terminate your employment at any time with or without cause.

This offer is contingent upon: (1) satisfactory verification of your current and
previous employment history, background checks and your academic degrees; and
(2) completion and signing of the enclosed Sybase Employment form, Notification
and Authorization to Conduct Background Investigation form, and Sybase Statement
of Values and Business Ethics.

The enclosed Non-Disclosure Agreement must be signed by all Sybase employees as
a condition of employment, and Section 1 of the enclosed U.S. Department of
Justice Immigration and Naturalization Service I-9 Form also must be completed.
The enclosed Personal Data Sheet and W-4 must be completed to ensure that you
receive your paychecks and other employee benefits in a timely manner. PLEASE
SIGNIFY ACCEPTANCE OF THIS OFFER BY SIGNING ONE COPY OF THIS OFFER LETTER,
INDICATING YOUR START DATE, AND RETURNING IT WITH THE AFOREMENTIONED ENCLOSED
DOCUMENTS BY MAY 3, 2002 TO NITA WHITE-IVY AT HUMAN RESOURCES.

U.S. Federal law requires that we make this offer of employment contingent upon
being able to produce proof that you have the legal right to work in the United
States. Because satisfactory evidence of such proof must be presented in order
for you to start employment, please bring your choice of required acceptable
documentation (as stated on the enclosed I-9) with you on your first day to the
New Hire Orientation with Human Resources.

We are very proud of our company's continuing success and look forward to your
joining our very committed and hardworking team.

Sincerely,

/s/ JOHN S. CHEN

John S. Chen
Chairman, CEO and President

Enclosures

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I will start to work on 5/6/02. I certify that as of this date I will not be
employed by, on the payroll of, or otherwise compensated by any other company,
and that I have not received any consideration or promise of consideration from
any other company based on my acceptance of employment with Sybase. I can
produce satisfactory proof on my start date that I have the legal right to work
in the United States.

I understand and agree that if I am hired by Sybase, I will be free to resign my
employment at any time with or without cause and that Sybase may also terminate
my employment at any time with or without cause. I understand that although
Sybase has Human Resources policies relating to other terms and conditions of my
employment, and that these policies and conditions may be changed from time to
time by Sybase at its discretion, the voluntary "at will" nature of my
employment may not be changed.

This employment offer, and an employment and change of control agreement which
will be provided to me shortly after my employment start date, constitute the
entire agreement and understanding between Sybase and me with regard to its
offer of employment and supersedes any other negotiations, agreements, promises,
understandings, and representations, whether written or oral.

 /s/ MICHAEL BEALMEAR                                              5/3/02
------------------------------                                      Date
     Michael Bealmear

Please indicate your termination date with current employer:  _____________

Name of current employer:  __________________