EXHIBIT 10.2(a)

                                                  AMENDMENT NO. 1

                                                        TO

                                          TIMBERLINE SOFTWARE CORPORATION

                                       1989 NON-QUALIFIED STOCK OPTION PLAN

         This Amendment No. 1 (this "Amendment"), dated as of November 15, 1995,
is to the 1989  Non-Qualified  Stock  Option  Plan (the  "Plan")  of  Timberline
Software Corporation, an Oregon corporation (the "Company").

                                                    BACKGROUND

         The  Compensation  Committee  of the Board of  Directors of the Company
desires to amend the Plan to make it more  consistent  with the  Company's  1993
Stock Incentive Plan. Section 14.1 of the Plan grants the Compensation Committee
the  authority to amend the Plan with  respect to the matters  addressed in this
Amendment.

                                                     AGREEMENT

         The following changes are hereby made to the Plan:

         1.       ADMINISTRATION.  The following is hereby added to the end
of Section 2.1 of the Plan:

         "At any time when the officers and directors of the Company are subject
         to Section 16(b) of the Securities  Exchange Act of 1934 (the "Exchange
         Act"), the Plan Administrators  shall consist solely of "disinterested"
         directors as such term is defined from time to time in
         Rule 16b-3 under the Exchange Act."

         2.       ELIGIBILITY AND PARTICIPATION.  Section 3 of the Plan is
hereby deleted and replaced in its entirety by the following:

         "3.  ELIGIBILITY AND  PARTICIPATION.  All officers and key employees of
         the Company or its parent or subsidiary  corporations shall be eligible
         for selection to participate in the Plan. The Plan Administrators shall
         determine  and  designate  from  time to time the  individuals  to whom
         options shall be granted, the number of shares subject to such options,
         and the other terms and  conditions of the options.  No person shall be
         eligible to receive any option under the Plan while such person  serves
         as a member of the Company's Compensation  Committee. An individual who
         has been granted an option,  if  otherwise  eligible and subject to the
         limitations contained in the Plan, may be granted additional options if
         the Plan Administrators so determine. Any options


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         granted under this Plan shall be granted within ten (10) years from the
         date of adoption of this Plan by the Board of Directors."

         3.       DURATION OF OPTIONS.  Section 5.2 of the Plan is hereby
amended by replacing "Board of Directors" with "Plan
Administrators" in the first sentence.

         4.       TERMS OF OPTIONS.  Section 6 of the Plan is hereby
deleted and replaced in its entirety by the following:

         "6.  EXERCISE

                  6.1 EXERCISE OF OPTIONS.  Except as provided in Section 6.3 or
         as determined by the Plan  Administrators,  no option granted under the
         Plan may be exercised  unless at the time of such exercise the optionee
         is employed by the Company or any parent or subsidiary  corporation  of
         the Company and shall have been so employed continuously since the date
         such option was  granted.  Absence on leave or on account of illness or
         disability  under rules  established by the Plan  Administrators  shall
         not,  however,  be deemed an interruption of employment for purposes of
         the  Plan.  Unless  otherwise  determined  by the Plan  Administrators,
         vesting  of  options  shall not  continue  during an  absence  on leave
         (including an extended illness) or on account of disability.  No option
         may be  exercised  by an officer or director of the Company  within six
         months of the date of grant.  Except as provided in Sections 6.3, 8 and
         9, options  granted  under the Plan may be exercised  from time to time
         over the period stated in each option in such amounts and at such times
         as shall be prescribed by the Plan Administrators;  PROVIDED,  HOWEVER,
         that options shall not be exercised for fractional shares.

                  6.2 NONTRANSFERABILITY.  Each option granted under the Plan by
         its terms shall be nonassignable and  nontransferable  by the optionee,
         either  voluntarily  or by operation  of law,  except by will or by the
         laws of  descent  and  distribution  of the  state  or  country  of the
         optionee's domicile at the time of death; PROVIDED,  HOWEVER, that with
         the  consent of the Plan  Administrators,  options  may be  assigned or
         transferred pursuant to a qualified domestic relations order as defined
         by the Internal Revenue Code of 1986, as amended (the "Code"), or Title
         I of the Employee Retirement Income Security Act, as amended ("ERISA"),
         or the rules  thereunder.  Each  option  granted  under the Plan by its
         terms shall be exercisable  during the optionee's  lifetime only by the
         optionee, or his or her permitted assignee or

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         transferee pursuant to such a qualified domestic
         relations order.
                  6.3      TERMINATION OF EMPLOYMENT OR SERVICE.

                  (a) In the event the employment of the optionee by the Company
         or a parent or subsidiary corporation of the Company terminates for any
         reason other than because of death or physical  disability,  the option
         may be exercised at any time prior to the expiration date of the option
         or the  expiration of three months after the date of such  termination,
         whichever  is the  shorter  period,  but only if and to the  extent the
         optionee  was  entitled  to  exercise  the  option  at the date of such
         termination.

                  (b)  In  the  event  of  the  termination  of  the  optionee's
         employment  with the Company or a parent or subsidiary  corporation  of
         the Company because the optionee  becomes  disabled (within the meaning
         of Section  22(e)(3) of the Code),  the option may be  exercised at any
         time prior to the  expiration  date of the option or the  expiration of
         one year after the date of such  termination,  whichever is the shorter
         period,  but only if and to the extent the  optionee  was  entitled  to
         exercise the option at the date of such termination.

                  (c) In the event of the death of an optionee while employed by
         the Company or a parent or subsidiary  corporation of the Company,  the
         option may be exercised at any time prior to the expiration date of the
         option or the  expiration  of one year  after  the date of such  death,
         whichever  is the  shorter  period,  but only if and to the  extent the
         optionee was entitled to exercise the option on the date of death,  and
         only by the person or persons to whom such optionee's  rights under the
         option shall pass by the optionee's  will or by the laws of descent and
         distribution of the state or country of domicile at the time of death.

                  (d) The  Plan  Administrators,  at the time of grant or at any
         time  thereafter,  may extend the three-month  and one-year  expiration
         periods any length of time not later than the original  expiration date
         of the  option,  and may  increase  the  portion  of an option  that is
         exercisable,   subject  to  such  terms  and  conditions  as  the  Plan
         Administrators may determine.

                  (e) To the extent that the option of any deceased  optionee or
         of any optionee whose employment terminates is not exercised within the
         applicable  period,  all further rights to purchase  shares pursuant to
         such option shall cease and terminate.


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                  6.4  PURCHASE  OF  SHARES.   Unless  the  Plan  Administrators
         determine otherwise,  shares may be acquired pursuant to an option only
         upon  receipt by the Company of notice in writing  from the optionee of
         the optionee's  intention to exercise,  specifying the number of shares
         as to which the optionee desires to exercise the option and the date on
         which the optionee desires to complete the transaction. Unless the Plan
         Administrators determine otherwise, on or before the date specified for
         completion  of the  purchase  of  shares  pursuant  to an  option,  the
         optionee  must have paid the  Company the full  purchase  price of such
         shares in cash (including, with the consent of the Plan Administrators,
         cash that may be the proceeds of a loan from the Company), or, with the
         consent  of the Plan  Administrators,  in whole or in part,  in  shares
         valued at Fair Market  Value,  as  determined  pursuant to Section 5.3.
         Unless the Plan Administrators  determine otherwise,  all payments made
         to the  Company in  connection  with the  exercise of an option must be
         made by a  certified  or  cashier's  bank check or by the  transfer  of
         immediately  available  federal funds.  No shares shall be issued until
         full  payment  therefor  has been  made.  With the  consent of the Plan
         Administrators,   an   optionee   may  request  the  Company  to  apply
         automatically  the shares to be received upon the exercise of a portion
         of a stock option (even  though  stock  certificates  have not yet been
         issued) to satisfy the purchase  price for  additional  portions of the
         option.  Each  optionee who has  exercised an option shall  immediately
         upon notification of the amount due, if any, pay to the Company in cash
         amounts  necessary to satisfy any applicable  federal,  state and local
         tax withholding  requirements.  If additional withholding is or becomes
         required   beyond  any  amount   deposited   before   delivery  of  the
         certificates,  the  optionee  shall pay such  amount to the  Company on
         demand.  If the optionee fails to pay the amount demanded,  the Company
         or any parent or  subsidiary  corporation  of the Company may  withhold
         that amount from other  amounts or property  payable to the optionee by
         the Company or the parent or subsidiary  corporation,  including salary
         and shares issuable upon exercise of the option,  subject to applicable
         law.  With the  consent of the Plan  Administrators,  an  optionee  may
         deliver shares to the Company to satisfy the withholding obligation."

         5.       ADJUSTMENTS.  Sections 8, 9 and 10 of the Plan are hereby
deleted and replaced in their entirety by the following:

         "8.      CHANGES IN CAPITAL STRUCTURE. If the outstanding
         shares of Common Stock of the Company are hereafter
         increased or decreased or changed into or exchanged for
         a different number or kind of shares or other securities

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         of  the   Company   or  of  another   corporation   by  reason  of  any
         recapitalization,  reclassification, stock split, combination of shares
         or  dividend  payable in  shares,  the Plan  Administrators  shall make
         appropriate  adjustments (a) in the number and kind of shares available
         for grants of options under the Plan; and (b) in the number and kind of
         shares  as to which  outstanding  options,  or  portions  thereof  then
         unexercised,   shall  be   exercisable,   so  that  the   participant's
         proportionate  interest before and after the occurrence of the event is
         maintained; PROVIDED, HOWEVER, that this Section 8 shall not apply with
         respect   to   transactions   referred   to  in  Section  9.  The  Plan
         Administrators  may also require that any securities  issued in respect
         of or  exchanged  for  shares  issued  hereunder  that are  subject  to
         restrictions be subject to similar  restrictions.  Notwithstanding  the
         foregoing,  the Plan Administrators  shall have no obligation to effect
         any adjustment that would or might result in the issuance of fractional
         shares,  and any fractional shares resulting from any adjustment may be
         disregarded  or  provided  for in any  manner  determined  by the  Plan
         Administrators.  Any such  adjustment  made by the Plan  Administrators
         shall be conclusive.

         9.       EFFECT OF REORGANIZATION OR LIQUIDATION.

                  9.1  CASH,  STOCK OR  OTHER  PROPERTY  FOR  STOCK.  Except  as
         provided in Section 9.2, upon a merger, consolidation,  reorganization,
         plan of exchange or liquidation  involving the Company,  as a result of
         which the  shareholders  of the Company  receive  cash,  stock or other
         property in exchange for or in connection  with their Common Stock (any
         such   transaction   to  be  referred  to  in  this  Section  9  as  an
         "Accelerating  Event"),  any option granted  hereunder shall terminate,
         except as specified in the following  sentence,  but the optionee shall
         have the right during the 30-day period  immediately  prior to any such
         Accelerating  Event to elect to exercise his or her option, in whole or
         in part, without any limitation on exercisability;  PROVIDED,  HOWEVER,
         that such exercise shall be deemed to occur  immediately  prior to such
         Accelerating  Event and shall be contingent upon the occurrence of such
         Accelerating  Event. With respect to an option granted to an officer or
         director  subject  to  Section 16 of the  Exchange  Act,  less than six
         months prior to any Accelerating  Event, such officer or director shall
         have the right to require the Company to purchase  such option or stock
         appreciation right at a purchase price computed pursuant to Section 9.3
         during  the  30-day  period  following  the  expiration  of six  months
         following  the date of such  grant,  and this right shall apply even if
         the option has otherwise

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         terminated pursuant to Section 6.3 following such
         Accelerating Event.

                  9.2  STOCK  FOR  STOCK.  If the  shareholders  of the  Company
         receive  capital  stock of another  corporation  ("Exchange  Stock") in
         exchange for their Common Stock in any transaction  involving a merger,
         consolidation, reorganization, or plan of exchange, all options granted
         hereunder  shall be  converted  into  options  to  purchase  shares  of
         Exchange  Stock,  unless  the  Plan   Administrators,   in  their  sole
         discretion,  determine that any or all such options  granted  hereunder
         shall not be converted,  but instead shall terminate in accordance with
         the  provisions  of Section  9.1.  The  amount  and price of  converted
         options  shall be  determined  by adjusting the amount and price of the
         options  granted  hereunder to take into account the relative values of
         the Exchange Stock and the Company's Common Stock in the transaction.

                  9.3 PURCHASE PRICE FOR CERTAIN  OFFICERS AND  DIRECTORS.  With
         respect  to an option  granted to an  officer  or  director  subject to
         Section  16 of the  Exchange  Act  less  than  six  months  prior to an
         Accelerating  Event, the purchase price payable pursuant to Section 9.1
         shall be the product of (a) the excess,  if any, of the purchase  price
         paid for each share in the  Accelerating  Event over the option  price,
         multiplied by (b) the number of shares covered by the option.  However,
         no right to require  the  purchase  of any option may be  exercised  in
         connection with an Accelerating  Event if the purchase price determined
         under this Section 9.3 is negative.

                  9.4  TRANSFERABILITY.  The rights set forth in this  Section 9
         shall  be  transferable  only  to the  extent  the  related  option  is
         transferable.

         10. EMPLOYMENT RIGHTS. Nothing in the Plan or any award pursuant to the
         Plan shall (a) confer upon any  employee  any right to be  continued in
         the  employment of the Company or any parent or subsidiary  corporation
         of the  Company  or shall  interfere  in any way with the  right of the
         Company or any parent or subsidiary  corporation of the Company by whom
         such employee is employed to terminate  such  employee's  employment at
         any time,  for any  reason,  with or without  cause,  or to increase or
         decrease such employee's  compensation or benefits;  or (b) confer upon
         any  person  engaged  by  the  Company  or  any  parent  or  subsidiary
         corporation  of the Company any right to be retained or employed by the
         Company or the parent or subsidiary or to the continuation,  extension,
         renewal, or modification of any compensation, contract, or

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         arrangement with or by the Company or the parent or
         subsidiary."

         6.       DELETED PROVISIONS.  The text of Sections 12 and 13 of
the Plan are hereby deleted and replaced in each case by the words
"Intentionally omitted."

         7.       NO FURTHER MODIFICATIONS.  Except as specifically
modified in this Amendment, the Plan shall remain unmodified and in
full force.

         IN  WITNESS   WHEREOF,   this   Amendment  was  duly  approved  by  the
Compensation  Committee  of the Board of Directors of the Company as of November
15, 1995.



/s/ James A. Meyer                            /s/ Donald L. Tisdel
-----------------------------             ------------------------------
James A. Meyer                             Donald L. Tisdel
Compensation Committee Member              Compensation Committee Member