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                                                                  Exhibit 10.6

                             GREAT PLAINS SOFTWARE, INC.
                         OUTSIDE DIRECTORS' STOCK OPTION PLAN


    1.   PURPOSE OF THE PLAN.  The purpose of this Great Plains Software, Inc.
Outside Directors' Stock Option Plan is to attract and retain the best available
individuals for service as Directors of the Company and provide additional
incentive to the Outside Directors of the Company to serve as Directors.  None
of the options granted hereunder shall be "incentive stock options" within the
meaning of Section 422 of the Code.

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

         (a)  "BOARD" shall mean the Board of Directors of the Company.

         (b)  "CODE" shall mean the Internal Revenue Code of 1986, as amended.

         (c)  "COMMON STOCK" shall mean the Common Stock of the Company.

         (d)  "COMPANY" shall mean Great Plains Software, Inc., a Minnesota
corporation.

         (e)  "CONTINUOUS STATUS AS A DIRECTOR" shall mean the absence of any
interruption or termination of service as a Director.

         (f)  "DIRECTOR" shall mean a member of the Board.

         (g)  "EFFECTIVE DATE" shall mean the date on which the Company's
registration statement relating to its initial public offering of Common Stock
becomes effective with the Securities and Exchange Commission.

         (h)  "EMPLOYEE" shall mean 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.

         (i)  "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

         (j)  "IPO PRICE" shall mean the initial public offering price set
forth on the cover of the Company's final prospectus relating to its initial
public offering of Common Stock.

         (k)  "OPTION" shall mean a stock option granted pursuant to the Plan.


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         (l)  "OPTIONED STOCK" shall mean the Common Stock subject to an
Option.

         (m)  "OPTIONEE" shall mean an Outside Director who receives an Option.

         (n)  "OUTSIDE DIRECTOR" shall mean a Director who is not an Employee.

         (o)  "PARENT" shall mean a "parent corporation," whether now or
hereafter existing, as defined in Section 425(e) of the Code.

         (p)  "PLAN" shall mean this Outside Directors' Stock Option Plan.

         (q)  "SHARES" shall mean shares of the Common Stock, as adjusted in
accordance with Section 10 of the Plan.

         (r)  "SUBSIDIARY" shall mean a "subsidiary corporation," whether now
or hereafter existing, as defined in Section 425(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 which may be optioned and sold
under the Plan is 200,000 shares.  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 which were subject
thereto shall, unless the Plan shall have been terminated, become available for
future grant under the Plan.  If Shares which were acquired upon exercise of an
Option are subsequently repurchased by the Company, such Shares shall not in any
event be returned to the Plan and shall not become available for future grant
under the Plan.

    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 hereunder shall be
automatic and nondiscretionary and shall be made strictly in accordance with the
following provisions:

              (i)  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.


             (ii)  Each Outside Director shall automatically be granted an
Option (an "Effective Date Grant") to purchase 3,000 shares upon the Effective
Date.  Options granted under this Section 4(b)(ii) shall become vested and
thereby exercisable with respect to all shares of Optioned Stock on the twelve
(12) month anniversary of such Effective Date Grant; provided, however, that an
Option that is the subject of the Effective Date Grant shall only vest so long
as the Outside Director remains a Director on the date such option vests.


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            (iii)  Each Outside Director (other than any Outside Director who
received an Effective Date Grant) shall be automatically granted an Option (an
"Election Date Grant") to purchase 15,000 Shares upon the date on which such
person first becomes a Director, whether through election by the shareholders of
the Company or appointment by the Board of Directors to fill a vacancy.  Options
granted under this section 4(b)(iii) shall become vested and thereby exercisable
in three equal installments each on each of the three twelve-month anniversary
dates following such Election Date Grant; provided, however, an Option that is
the subject of the Election Date Grant shall only vest so long as the Outside
Director remains a Director on the date such option vests.

             (iv)  Each Outside Director shall automatically receive, on the
date of each Annual Meeting of Shareholders held after the Effective Date, an
Option to purchase 4,000 Shares, such Option to vest and thereby become
exercisable immediately.

              (v)  The terms of an Option granted hereunder shall be as
follows:

                   (A)  The term of the Option shall be five (5) years.

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

                   (C)  The exercise price per Share shall be 100% of the fair
              market value per Share on the date of grant of the Option.

         (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
7(b) of the Plan, the fair market value of the Common Stock; (ii) to determine
the exercise price per share of Options to be granted, which exercise price
shall be determined in accordance with Section 7(a) of the Plan; (iii) to
interpret the Plan; (iv) to prescribe, amend and rescind rules and regulations
relating to the Plan; (v) 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 (vi) to make all 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 and binding on all Optionees and any
other holders of any Options granted under the Plan.

    5.   ELIGIBILITY; CONTINUED SERVICE AS DIRECTOR.  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 directorship at any time.


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    6.   TERM OF PLAN.  The Plan shall become effective on the Effective Date.
It shall continue in effect for a term of ten (10) years unless sooner
terminated under Section 12 of the Plan.

    7.   EXERCISE PRICE AND CONSIDERATION.

         (a)  EXERCISE PRICE.  The per Share exercise price for the Shares to
be issued pursuant to exercise of an Option shall be 100% of the fair market
value per Share on the date of grant of the Option.

         (b)  FAIR MARKET VALUE.  The fair market value ("Fair Market Value")
of a Share on the Effective Date shall be the IPO Price.  On any other dates,
the Fair Market Value shall be determined by the Board in its discretion;
provided, however, that if there is a public market for the Common Stock, the
fair market value per Share shall be the closing price of the Common Stock in
the over-the-counter market on the date of grant of the Option, as reported in
THE WALL STREET JOURNAL (or, if not so reported, as otherwise reported by the
National Association of Securities Dealers Automated Quotation System) or, in
the event the Common Stock is traded on the Nasdaq National Market System or
listed on a stock exchange, the fair market value per Share shall be the closing
price on such system or exchange on the date of grant of the Option, as reported
in THE WALL STREET JOURNAL.

         (c)  FORM OF CONSIDERATION.  Subject to compliance with applicable
provisions of Section 16(b) of the Exchange Act, (or other applicable law), 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) other Shares which have a Fair
Market Value on the date of exercise equal to the aggregate exercise price of
the Shares as to which said Option shall be exercised, (iv) authorization for
the Company to retain from the total number of Shares as to which the Option is
exercised that number of Shares having a Fair Market Value on the date of
exercise equal to the exercise price for the total number of Shares as to which
the Option is exercised, (v) delivery of a properly executed exercise notice
together with irrevocable instructions to a broker to promptly deliver to the
Company the amount of 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 as may be
permitted under applicable laws.  In making its determination as to the type of
consideration to accept, the Board shall consider whether acceptance of such
consideration may be reasonably expected to benefit the Company.

    8.   EXERCISE OF OPTION.

         (a)  PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER.  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
shareholder approval of the Plan in accordance with Section 16 hereof has been
obtained.

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


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         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(c) 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 shareholder 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.

         Exercise of an Option in any manner shall result in a decrease in the
number of Shares which 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 STATUS AS A DIRECTOR.  If an Outside Director
ceases to serve as a Director, he may, but only within five (5)  years after the
date he ceases to be a Director of the Company, or by the date of termination of
the Option, whichever is earlier, exercise his Option to the extent that he was
entitled to exercise it at the date of such termination.  To the extent that he
was not entitled to exercise an Option at the date of such termination, or if he
does not exercise such Option (which he was entitled to exercise) within the
time specified herein, the Option shall terminate.

         (c)  DISABILITY OF OPTIONEE.  Notwithstanding the provisions of
Section 8(b) above, in the event an Optionee is unable to continue his service
as a Director with the Company as a result of his total and permanent disability
(as defined in Section 22(e)(3) of the Code) he may, but only within seven (7)
months from the date of termination, exercise his Option to the extent he was
entitled to exercise it at the date of such termination.  To the extent that he
was not entitled to exercise the Option at the date of termination, or if he
does not exercise such Option (which he was entitled to exercise) within the
time specified herein, the Option shall terminate.

         (d)  DEATH OF OPTIONEE.  Notwithstanding the provisions of Section
8(b) above, in the event of the death of an Optionee:

              (i)  during the term of the Option who is at the time of his
death a Director of the Company and who has been in Continuous Status as a
Director since the date of grant of the Option, the Option may be exercised, at
any time within six months following the date of death, by the Optionee's estate
or by a person who acquired the right to exercise the Option by bequest or
inheritance, but only to the extent of the right to exercise that would have
accrued had the Optionee continued living and remained in Continuous Status as a
Director for six months after the date of death; or

             (ii)  within thirty (30) days after the termination of Continuous
Status as a Director, the Option may be exercised, at any time within six months
following the date of death, by the Optionee's estate or by a person who
acquired the right to exercise the Option by


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bequest or inheritance, but only to the extent of the right to exercise that had
accrued at the date of termination.

    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 OR MERGER.

         (a)  In the event that the number of outstanding shares of Common
Stock of the Company is changed by a stock dividend, stock split, reverse stock
split, combination, reclassification or similar change in the capital structure
of the Company without consideration, the number of Shares available under this
Plan and the number of Shares subject to outstanding Options and the exercise
price per share of such Options shall be proportionately adjusted, subject to
any required action by the Board or shareholders of the Company and compliance
with applicable securities laws; provided, however, that no certificate or scrip
representing fractional shares shall be issued upon exercise of any Option and
any resulting fractions of a Share shall be ignored.  Such adjustment shall be
made by the Board, whose determination in that respect shall be final, binding
and conclusive.

         (b)  In the event of a dissolution or liquidation of the Company, a
merger in which the Company is not the surviving corporation, a transaction or
series of related transactions in which 100% of the then outstanding voting
stock is sold or otherwise transferred, or the sale of substantially all of the
assets of the Company, any or all outstanding Options shall, notwithstanding any
contrary terms of the written agreement governing such Option, accelerate and
become exercisable in full at least ten days prior to (and shall expire on) the
consummation of such dissolution, liquidation, merger or sale of stock or sale
of assets on such conditions as the Board shall determine unless the successor
corporation assumes the outstanding Options or substitutes substantially
equivalent options.

    11.  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.

    12.  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 discontinuance 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 under
the Exchange Act (or any other applicable law or regulation), the Company shall
obtain shareholder approval of any Plan amendment in such a manner and to such a
degree as required.

         (b)  EFFECT OF AMENDMENT OR TERMINATION.  Any such amendment or
termination of the Plan shall not affect Options already granted and such
Options shall remain in


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full force and effect as if this Plan had not been amended or terminated, unless
mutually agreed otherwise between the Optionee and the Board, which agreement
must be in writing and signed by the Optionee and the Company.

    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
upon which the Shares may then be listed, 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 the Shares available
for issuance pursuant to this Plan 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.  SHAREHOLDER APPROVAL.  The Plan shall be subject to approval by the
shareholders of the Company prior to the Effective Date.