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                                                                   Exhibit 10.19


                            COMPUTRON SOFTWARE, INC.

                AMENDMENT NO. ONE TO THE 1995 STOCK OPTION PLAN


     Pursuant to Section IV(A) of Article Four of the Computron Software, 
Inc. 1995 Stock Option Plan, as amended and restated as of May, 1997 (the 
"Plan"), the Board of Directors of Computron Software, Inc. (the "Company") 
hereby adopts the following amendment to the Plan (the "Amendment") effective 
as of January 29, 1998:

          1.   The second sentence of Section III(C) of Article One of the 
Plan is amended in its entirety to read as follows:

     "The Board may also at any time terminate the functions of the Primary 
     Committee or any Secondary Committee and assume all powers and 
     authorities of any such committee."

          2.   Section III(E) of Article One of the Plan is amended by adding 
the following to the end thereof:

     "To the maximum extent permitted by applicable law and the Certificate 
     of Incorporation and By-Laws of the Corporation and to the extent not 
     covered by insurance, each officer and member or former member of the 
     Primary Committee, the Secondary Committee and the Board shall be 
     indemnified and held harmless by the Corporation against any cost or 
     expense (including reasonable fees of counsel reasonably acceptable to 
     the Corporation) or liability (including any sum paid in settlement of a 
     claim with the approval of the Corporation), and advanced amounts 
     necessary to pay the foregoing at the earliest time and to the fullest 
     extent permitted, arising out of any act or omission to act in 
     connection with the Plan, except to the extent arising out of such 
     officer's, member's or former member's own fraud or bad faith. Such 
     indemnification shall be in addition to any rights of indemnification 
     the officers, directors or members or former officers, directors or 
     members may have under applicable law or under the Certificate of 
     Incorporation or By-Laws of the Corporation. Notwithstanding anything 
     else herein, this indemnification will not apply to the actions or 
     determinations made by an individual with regard to options granted to 
     him under the Plan."

          3.   Section III of Article One of the Plan is amended by adding 
the following new subsection G to the end thereof:

     "G.  To the extent applicable, the Plan shall be limited, construed and 
     interpreted in a manner so as to comply with Section 162(m) of the Code 
     and the applicable requirements of Rule 16b-3; however, noncompliance 
     with Section 162(m) of the Code and Rule 16b-3 shall have no impact on 
     the effectiveness of an award under the Plan."


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          4.   Section I(A)(1) of Article Two of the Plan is amended by 
adding the following sentence at the end thereof:

     "To the extent that the grant of an option is intended to comply with the
     exception for performance-based compensation under Section 162(m) of the 
     Code, the exercise price per share shall not be less than one hundred 
     percent (100%) of the Fair Market Value per share of Common Stock on the 
     option grant date."

          5.   Section I(C)(1)(iv) of Article Two of the Plan is amended by 
adding the following sentence at the end thereof:

     "Should a termination of Service be a termination of Service without 
     Misconduct within ninety (90) days after the occurrence of an event 
     which would constitute grounds for a termination of Service by the 
     Corporation for Misconduct, then all outstanding options held by the 
     Optionee at the time of occurrence of such event shall be deemed to have 
     terminated and expired upon the occurrence of such event."

          6.   Section I(C) of Article Two of the Plan is amended by adding 
the following new subsection I(C)(3) to the end thereof:

     "3.  Notwithstanding anything else in this Plan to the contrary, in the 
     event (i) a Participant's termination of Service occurs not more than 
     three (3) months after the exercise of an option or stock appreciation 
     right, or (ii) a Participant engages in any `competitive activity' as 
     determined by the Plan Administrator in its sole discretion after the 
     exercise of an option or stock appreciation right, the Plan 
     Administrator may, in its sole discretion, require the Participant to 
     pay the Corporation an amount in cash, for each share with respect to 
     which the option or stock appreciation right was exercised, equal to the 
     difference between: (i) the Fair Market Value of the Common Stock on the 
     date of such termination, and (ii) the applicable exercise price.

          7.   The second sentence of Section I(F) of Article Two of the Plan 
is amended in its entirety to read as follows:

     "Notwithstanding the foregoing, the Plan Administrator may determine at 
     the time of grant or thereafter that an option (other than an Incentive 
     Option) that is otherwise not transferable pursuant to this Section I of 
     Article Two, is transferable in whole or in part and in such 
     circumstances and under such conditions, as specified by the Plan 
     Administrator."

          8.   The first sentence of Section IV(A) of Article Four of the 
Plan is amended in its entirety to read as follows:


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     "The Board shall have complete and exclusive power and authority to 
     amend or modify the Plan in any or all respects; provided, however, that
     no such amendment may be made that would require the approval of the 
     stockholders of the Corporation under Rule 16b-3, Section 162(m) of the 
     Code or, with respect to Incentive Options, Section 422 of the Code, or 
     under the rules of any exchange or system on which the Corporation's 
     securities are listed or traded at the request of the Corporation, unless
     any such amendment is subject to such stockholder approval."

          9.   Section B of the Appendix to the Plan is amended in its 
entirety to read as follows:

          "AUTOMATIC OPTION GRANT PROGRAM EFFECTIVE DATE shall mean August 
     24, 1995."

          10.  Section P of the Appendix to the Plan is amended by the adding 
the words "or any Parent or Subsidiary" immediately following the word 
"Corporation" in each instance such word appears.

          11.  Section Q of the Appendix to the Plan is amended by adding the 
following sentence to the end thereof:

     "A Participant shall be deemed to be terminated for Misconduct if the 
     Participant, following his termination of Service, engages in any 
     `competitive activity' with the Corporation or any Parent or Subsidiary, 
     as determined by the Plan Administrator in its sole discretion."

          12.  Section Y of the Appendix to the Plan is amended in its 
entirety to read as follows:

          "PLAN EFFECTIVE DATE shall mean August 24, 1995."

          13.  Section AA of the Appendix to the Plan is amended in its 
entirety to read as follows:

          "PRIMARY COMMITTEE shall mean a committee of the Board appointed 
     from time to time by the Board, which committee shall be intended to 
     consist of two (2) or more non-employee directors, each of whom shall 
     be, to the extent required by Rule 16b-3 and Section 162(m) of the Code, 
     a `non-employee director' as defined in Rule 16b-3 and an `outside 
     director' as defined under Section 162(m) of the Code. To the extent 
     that no Primary Committee exists which has authority to administer the 
     Discretionary Option Grant Program, the functions of the Primary 
     Committee shall be exercised by the Board. If for any reason the 
     appointed Primary Committee does not comply with requirements of Rule 
     16b-3 or Section


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     162(m) of the Code, such noncompliance shall not affect the validity of 
     the awards, grants, interpretations or other actions of the Primary 
     Committee."

          14.  Section JJ of the Appendix to the Plan is amended in its 
entirety to read as follows:

          "10% STOCKHOLDER shall mean the owner of stock (as determined under 
     Code Section 424(d)) possessing more than ten percent (10%) of the total 
     combined voting power of all classes of stock of the Corporation (or any 
     Parent or Subsidiary)."

          IN WITNESS WHEREOF, the Company has caused this Amendment to be 
adopted by action of its Board of Directors, and this instrument to be 
executed by the undersigned member of the Board of Directors, duly authorized 
this 29th day of January, 1998.


                                       COMPUTRON SOFTWARE, INC.


                                       /s/ John A. Rade
                                       ------------------------------
                                       By:    John A. Rade
                                       Title: President & CEO


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