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                                                                     EXHIBIT 4.2

                                  SYBASE, INC.
                            2001 DIRECTOR OPTION PLAN

1. Purposes of the Plan. The purposes of this 2001 Director Option Plan are to
attract and retain the best available personnel for service as Outside Directors
(defined below) of Sybase, Inc. ("Company"), to provide additional incentive to
the Outside Directors of the Company to serve as Directors, and to encourage
their continued service on the Board.

        All options granted hereunder shall be "non-statutory stock options" and
not "incentive stock options" within the meaning of Section 422 of the Code.

2. Definitions. As used herein, the following definitions shall apply:

        (a) "Board" means the Board of Directors of the Company.

        (b) "Code" means the Internal Revenue Code of 1986, as amended.

        (c) "Common Stock" means the Common Stock of the Company.

        (d) "Company" means Sybase, Inc., a Delaware corporation.

        (e) "Continuous Status as a Director" means the absence of any
interruption or termination of service as a Director.

        (f) "Director" means a member of the Board.

        (g) "Employee" means any person, including officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company. The payment
of a Director's fee by the Company shall not be sufficient in and of itself to
constitute "employment" by the Company.

        (h) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

        (i) "Fair Market Value" means, as of any date, the value of Common Stock
determined as follows:

                (i) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the National
Market System of the National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ") System, the Fair Market Value of a Share of Common Stock
shall be the closing sales price for such stock (or the closing bid, if no sales
were reported) as quoted on such system or exchange (or the exchange with the
greatest volume of trading in Common Stock) on the date of grant, as reported in
the Wall Street Journal or such other source as the Board deems reliable;

                (ii) If the Common Stock is quoted on the NASDAQ System (but not
on the National Market System thereof) or regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value of
a share of Common Stock shall be the mean between the bid and asked prices for
the Common Stock on the last market trading day prior to the day of
determination, as reported in The Wall Street Journal or such other source as
the Board deems reliable, or;



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                (iii) In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in good faith by the
Board.

        (j) "Option" means a stock option granted pursuant to the Plan.

        (k) "Optioned Stock" means the Common Stock subject to an Option.

        (1) "Optionee" means an Outside Director who receives an Option.

        (m) "Outside Director" means a Director who is not an Employee.

        (n) "Parent" means a "parent corporation", whether now or hereafter
existing, as defined in Section 424(e) of the Code.

        (o) "Plan" means this 2001 Director Option Plan.

        (p) "Share" means a share of the Common Stock, as adjusted in accordance
with Section 10 of the Plan.

        (q) "Subsidiary" means a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 424(f) of the Code.

3. Stock Subject to the Plan. Subject to the provisions of Section 10 of the
Plan, the maximum aggregate number of Shares that may be optioned and sold under
the Plan is Three Hundred Thousand (300,000) Shares of Common Stock (the
"Pool"). The Shares may be authorized but unissued, or reacquired Common Stock.

        If an Option should expire or become unexercisable for any reason
without having been exercised in full, the unpurchased Shares that are subject
to such Option shall become available for future grant under the Plan, unless
the Plan shall have been terminated.

4. Administration of and Grants of Options under the Plan.

        (a) Administrator. Except as otherwise required herein, the Plan shall
be administered by the Board.

        (b) Procedure for Grants. All grants of Options to Outside Directors
under this Plan shall be automatic and non-discretionary and shall be made
strictly in accordance with the following provisions:

                (i) Non-discretionary Grants. Except as provided in subsections
(iv) and (vi) below, no person shall have any discretion to select which Outside
Directors shall be granted Options, or to determine the number of Shares to be
covered by Options granted to Outside Directors, the exercise price thereof or
the timing of the grant of such Options.

                (ii) Initial Grant. Each new Outside Director who first becomes
a Director after the effective date of this Plan (excluding each Outside
Director who, at the time he or she first becomes a Director, holds unvested
options to purchase Shares or securities convertible into or exchangeable for
Shares as a result of such Outside Director's service as a director of an
affiliate of the Company), shall be automatically granted an Option to purchase
Twenty Thousand (20,000) Shares upon the date on which



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such person first becomes a Director, whether through the election by the
stockholders of the Company or appointment by the Board to fill a vacancy.
Notwithstanding the foregoing, each Outside Director who received an annual
grant in February 2001 under the Sybase, Inc. 1992 Director Option Plan, as
amended, shall receive an initial grant under this Plan to purchase an
additional Ten Thousand (10,000 Shares) as soon as practicable following
approval of this Plan by the Company's shareholders.

                (iii) Annual Grant. In addition to the Options granted pursuant
to subsection (ii), beginning on the first trading day of February in each
calendar year (starting in 2002), each Outside Director (a) serving in that
capacity on that date, and (b) who has served as an Outside Director for at
least five (5) months on that date, shall be automatically granted an Option to
purchase Twenty-Six Thousand (26,000) Shares.

                (iv) Limit on Aggregate Option Grants. If an Outside Director
receives an option to purchase Shares under any other Company option plan for
the same year in which he/she is entitled to receive an Option under this Plan,
then the Option granted under this Plan shall be correspondingly reduced to so
that the total aggregate number of Shares covered by all of the Director's
options under all such plans equals no more than the number of Shares such
Director would be entitled to receive under subsections (ii) or (iii) above.

                (v) Option Terms. The terms of each Option granted hereunder are
as follows:

                        (A) the term of the Option shall be ten (10) years.

                        (B) except as set forth in Section 8 hereof, the Option
shall be exercisable only while the Outside Director remains a Director.

                        (C) the Option shall become exercisable in installments
cumulatively with respect to 1/48th of the Optioned Stock one month after the
date of grant and as to an additional 1/48th of the Optioned Stock each month
thereafter, so that one hundred percent (100%) of the Optioned Stock shall be
exercisable four years after the date of grant; provided, however, that in no
event shall any Option be exercisable prior to obtaining stockholder approval of
the Plan.

                (vi) Pro-rata Grants. In the event that any Option granted under
the Plan would cause the number of Shares subject to outstanding Options plus
the number of Shares previously purchased under Options to exceed the Pool, then
the remaining Shares available for Option grant shall be granted under Options
to the Outside Directors on a pro rata basis. No further grants shall be made
until such time, if any, as additional Shares become available for grant under
the Plan through an increase in the number of Shares which may be issued under
the Plan or through cancellation or expiration of Options previously granted
hereunder.

        (c) Powers of the Board. Subject to the provisions and restrictions of
the Plan, the Board shall have the authority, in its discretion: (i) to
determine, upon review of relevant information and in accordance with Section
2(i) of the Plan, the Fair Market Value of the Common Stock; (ii) to interpret
the Plan; (iii) to prescribe, amend and rescind rules and regulations relating
to the Plan; (iv) to authorize any person to execute on behalf of the Company
any instrument required to effectuate the grant of an Option previously granted
hereunder; and (v) to make ail other determinations deemed necessary or
advisable for the administration of the Plan.

        (d) Effect of Board's Decision. All decisions, determinations and
interpretations of the Board shall be final.



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5. Eligibility; No Guarantee of Continuous Status. Options may be granted only
to Outside Directors. All Options shall be automatically granted in accordance
with the terms set forth in Section 4(b) hereof. The Plan shall not confer upon
any Optionee any right with respect to continuation of service as a Director or
nomination to serve as a Director, nor shall it interfere in any way with any
rights which the Director or the Company may have to terminate his or her
directorship at any time.

6. Term of Plan. The Plan shall become effective upon its approval by the
stockholders of the Company as described in Section 16 of the Plan. It shall
continue in effect for a term of ten (10) years unless sooner terminated under
Section 11 of the Plan.

7. Exercise Price and Consideration.

        (a) Exercise Price. The per Share exercise price for Optioned Stock
shall be 100% of the Fair Market Value per Share on the date of grant of the
Option.

        (b) Form of Consideration. The consideration to be paid for the Shares
to be issued upon exercise of an Option, including the method of payment, shall
be determined by the Board and may consist entirely of (i) cash, (ii) check,
(iii) promissory note, (iv) other Shares which have a Fair Market Value on the
date of surrender equal to the aggregate exercise price of the Shares as to
which said Option shall be exercised, (v) delivery of a properly executed
exercise notice together with such other documentation as the Company and the
broker, if applicable, shall require to effect an exercise of the Option and
delivery to the Company of the sale or loan proceeds required to pay the
exercise price, (vi) any combination of the foregoing methods of payment, or
(vii) such other consideration and method of payment for the issuance of Shares
to the extent permitted under applicable law.

8. Exercise of Option.

        (a) Procedure for Exercise; Rights as a Stockholder.

                (i) Any Option granted hereunder shall be exercisable at such
times as are set forth in Section 4(b) hereof; provided, however, that no
Options shall be exercisable until stockholder approval of the Plan in
accordance with Section 16 hereof has been obtained.

                (ii) An Option may not be exercised for a fraction of a Share.

                (iii) An Option shall be deemed to be exercised when written
notice of such exercise has been given to the Company in accordance with the
terms of the Option by the person entitled to exercise the Option and full
payment for the Shares with respect to which the Option is exercised has been
received by the Company. Full payment may consist of any consideration and
method of payment allowable under Section 7(b) of the Plan. Until the issuance
(as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the stock certificate evidencing
such Shares, no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option. A share certificate for the number of Shares so acquired
shall be issued to the Optionee as soon as practicable after exercise of the
Option. No adjustment will be made for a dividend or other right for which the
record date is prior to the date the stock certificate is issued, except as
provided in Section 10 of the Plan.



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                (iii) Exercise of an Option in any manner shall result in a
decrease in the number of Shares that thereafter may be available, both for
purposes of the Plan and for sale under the Option, by the number of Shares as
to which the Option is exercised.

        (b) Termination of Continuous Status as a Director. In the event of an
Optionee's Continuous Status as a Director terminates (other than upon the
Optionee's death or total and permanent disability (as defined in Section
22(e)(3) of the Code)), the Optionee may exercise his or her Option, but only
within twelve (12) months from the date of such termination, and only to the
extent that the Optionee was entitled to exercise it as the date of such
termination (but in no event later than the expiration of the Option's ten (10)
year term). To the extent that the Optionee was not entitled to exercise an
Option at the date of such termination, and to the extent that the Optionee does
not exercise such Option (to the extent otherwise so entitled) within the time
specified herein, the Option shall terminate.

        (c) Disability of Optionee. In the event Optionee's Continuous Status as
a Director terminates as a result of total and permanent disability (as defined
in Section 22(e)(3) of the Code), the Optionee may exercise his or her Option,
but only within twelve (12) months from the date of such termination, and only
to the extent that the Optionee was entitled to exercise it at the date of such
termination (but in no event later than the expiration of the Option's ten (10)
year term). To the extent that the Optionee was not entitled to exercise an
Option at the date of termination, or if he or she does not exercise such Option
(to the extent otherwise so entitled) within the time specified herein, the
Option shall terminate.

        (d) Death of Optionee. In the event of an Optionee's death, the
Optionee's estate or a person who acquired the right to exercise the Option by
bequest or inheritance may exercise the Option, but only within twelve (12)
months following the date of death, and only to the extent that the Optionee was
entitled to exercise it at the date of death (but in no event later than the
expiration of the Option's ten (10) year term). To the extent that the Optionee
was not entitled to exercise an Option at the date of death, and to the extent
that the Optionee's estate or a person who acquired the right to exercise such
Option does not exercise such Option (to the extent otherwise so entitled)
within the time specified herein, the Option will terminate.

9. Non-Transferability of Options. The Option may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.

10. Adjustments Upon Changes in Capitalization, Dissolution, Merger, Asset Sale
or Change of Control.

        (a) Changes in Capitalization. Subject to any required action by the
stockholders of the Company, the number of Shares covered by each outstanding
Option and the number of Shares which have been authorized for issuance under
the Plan but as to which no Options have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Option, as well as
the price per Share covered by each such outstanding Option, shall be
proportionately adjusted for any increase or decrease in the number of issued
Shares resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued Shares effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment will be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by



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the Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of Shares subject to an
Option.

        (b) Dissolution or Liquidation. In the event of the proposed dissolution
or liquidation of the Company, to the extent that an Option has not been
previously exercised, it will terminate immediately prior to the consummation of
such proposed action; provided, however, that the Company shall give each
Optionee notice of such dissolution or liquidation at least thirty (30) days
prior to the consummation of such dissolution or liquidation and, upon receipt
of such notice, all options shall become fully exercisable.

        (c) Merger or Asset Sale. In the event of a merger of the Company with
or into another corporation or the sale of substantially all of the assets of
the Company, outstanding Options may be assumed or equivalent options may be
substituted by the successor corporation or a Parent or Subsidiary thereof (the
"Successor Corporation"). If an Option is assumed or substituted for, the Option
or equivalent option shall continue to be exercisable as provided in Sections 4
and 8 hereof for so long as the Optionee serves as a Director or as a director
of the Successor Corporation. Following such assumption or substitution, if the
Optionee's status as a Director or as a director of the Successor Corporation,
as applicable, is terminated other than upon a voluntary resignation by the
Optionee, the Option or option shall become fully exercisable, including as to
Shares for which it would not otherwise be exercisable. Thereafter, the Option
or equivalent option shall remain exercisable in accordance with Sections 8(b)
through (d) above.

                If the Successor Corporation does not assume an outstanding
Option or substitute for it an equivalent option, the Option shall become fully
vested and exercisable, including as to Shares for which it would not otherwise
be exercisable. In such event the Board shall notify the Optionee that the
Option shall be fully exercisable for a period of not less than forty-five (45)
days from the date of such notice, and upon the expiration of such period the
Option shall terminate.

                For the purposes of this Section 10(c), an Option shall be
considered assumed if, following the merger or sale of assets, the Option
confers the right to purchase or receive, for each Share of Optioned Stock
subject to the Option immediately prior to the merger or sale of assets, the
consideration (whether stock, cash, or other securities or property) received in
the merger or sale of assets by holders of Common Stock for each Share held on
the effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares); provided, however, that if such consideration received
in the merger or sale of assets was not solely common stock of the Successor
Corporation, the Board may, with the consent of the Successor Corporation,
provide for the consideration to be received upon the exercise of the Option,
for each Share of Optioned Stock subject to the Option, to be solely common
stock of the Successor Corporation equal in fair market value to the per share
consideration received by holders of Common Stock in the merger or sale of
assets.

11. Amendment and Termination of the Plan.

        (a) Amendment and Termination. The Board may at any time amend, alter,
suspend, or discontinue the Plan, but no amendment, alteration, suspension, or
discontinuation shall be made which would impair the rights of any Optionee
under any grant theretofore made, without his or her consent. In addition, to
the extent necessary and desirable to comply with Rule 16b-3 promulgated under
the Exchange Act (or any other applicable law or regulation), the Company shall
obtain stockholder approval of any Plan amendment in such a manner and to such a
degree as is required.



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        (b) Effect of Amendment or Termination. Any such amendment, alteration,
suspension or discontinuation of the Plan shall not affect Options already
granted and such Options shall remain in full force and effect as if this Plan
has not been amended, altered, suspended or discontinued.

12. Time of Granting Options. The date of grant of an Option shall, for all
purposes, be the date determined in accordance with Section 4(b) hereof. Notice
of the determination shall be given to each Outside Director to whom an Option
is so granted within a reasonable time after the date of such grant.

13. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to
the exercise of an Option unless the exercise of such Option and the issuance
and delivery of such Shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated thereunder,
state securities laws, and the requirements of any stock exchange or quotation
system upon which the Shares may then be listed or quoted, and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.

        As a condition to the exercise of an Option, the Company may require the
person exercising such Option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares, if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned relevant provisions of law.

        Inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the Company of any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.

14. Reservation of Shares. The Company, during the term of this Plan, will at
all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

15. Option Agreement. Options shall be evidenced by written option agreements in
such form as the Board shall approve.

16. Stockholder Approval. Continuance of the Plan shall be subject to approval
by the stockholders of the Company at or prior to the first annual meeting of
stockholder's held subsequent to the first granting of an Option hereunder. Such
stockholder approval shall be obtained in the degree and manner required under
applicable state and federal law.



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