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                                                                   EXHIBIT 10.15

                                FIRST AMENDMENT
                                      TO
                            STERLING COMMERCE, INC.
                          DEFERRED COMPENSATION PLAN
                          --------------------------


          This First Amendment to the Sterling Commerce, Inc. Deferred 
Compensation Plan (the "Plan") is made and entered into as of the 30th day of 
October, 1997, with reference to the following facts:

          A. The Company implemented the Plan effective as of February 1, 1997.

          B. The Committee wishes to amend Section 3.2(a) of the Plan and both 
the Committee and the Trustee have been furnished with an opinion of counsel, as
required by Section 8.4(e) of the Plan, to the effect that such amendment 
complies with the amendment requirements of Section 8.4 of the Plan.

          NOW, THEREFORE, it is agreed as follows:

          1.  The fourth and fifth sentences of Section 3.2(a) of the Plan are 
deleted and shall be replaced in their entirety by the following:

     The Committee may in its discretion change from time to time the Funds
     available for hypothetical investment, provided Participants are given at
     least 90 days' prior written notice of the effective date of the deletion
     of any Fund (including, without limitation, the deletion of a Fund in
     connection with the substitution of a new Fund in its place; it being
     understood, however, that where the deletion of a Fund is beyond the
     control of the Committee (e.g., where the provider of a Matching Investment
     unilaterally effects such a deletion), the Committee's obligation shall be
     to give Participants written notice of the effective date of such deletion
     as promptly as practicable after the Committee obtains knowledge thereof.
     The Committee may in its discretion add new Funds at any time and
     Participants shall be given written notice of such additions as promptly as
     practicable after the Committee decides to add a new Fund. The Interest
     Rate of each Fund shall be used to determine the amount of earnings to be
     credited to Participant's Accounts under Section 4.1(ii).

          2.  The second sentence of Section 3.2(b) of the Plan is amended to 
read in its entirety:

     Effective as of the beginning of any calendar month, a Participant may
     change the Fund designations made under this Section 3.2 by filing a new
     designation, on a form provided by the Committee, at least 15 days prior to
     the end of the immediately preceding calendar month.
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                 3. The foregoing amendment will be effective as of the date 
first set forth above. As amended hereby, the Plan is in all respects ratified,
confirmed and approved and shall continue in full force and effect.

                 4. Capitalized terms used and not otherwise defined herein 
shall have the respective meanings ascribed to such terms in the Plan.

                                             STERLING COMMERCE, INC.
                                             


                                             By: /s/ Albert K. Hoover 
                                                 -----------------------------
                                                   Albert K. Hoover 
                                                   Senior Vice President and 
                                                   General Counsel















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