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                                                                  EXHIBIT 10.7.2

                        PAREXEL INTERNATIONAL CORPORATION

                                 Amendment No. 1
                                       to
                            2001 STOCK INCENTIVE PLAN

The 2001 Stock Incentive Plan (the "Plan") of PAREXEL International Corporation
is hereby amended as follows (capitalized terms used herein and not defined
herein shall have the respective meaning ascribed to such terms in the Plan):

Section 5(f) shall be amended and restated in its entirety to read as follows:

          "(f) Payment Upon Exercise. Common Stock purchased upon the exercise
          of an Option granted under the Plan shall be paid for as follows:

               (1)  in cash or by check, payable to the order of the Company;

               (2)  except as the Board may, in its sole discretion, otherwise
                    provide in an option agreement, by (i) delivery of an
                    irrevocable and unconditional undertaking by a creditworthy
                    broker to deliver promptly to the Company sufficient funds
                    to pay the exercise price and any required tax withholding
                    or (ii) delivery by the Participant to the Company of a copy
                    of irrevocable and unconditional instructions to a
                    creditworthy broker to deliver promptly to the Company cash
                    or a check sufficient to pay the exercise price and any
                    required tax withholding;

               (3)  by delivery of shares of Common Stock owned by the
                    Participant valued at their Fair Market Value, provided (i)
                    such method of payment is then permitted under applicable
                    law and (ii) such Common Stock, if acquired directly from
                    the Company was owned by the Participant at least six months
                    prior to such delivery;

               (4)  to the extent permitted by the Board, in its sole discretion
                    by (i) delivery of a promissory note of the Participant to
                    the Company on terms determined by the Board, or (ii)
                    payment of such other lawful consideration as the Board may
                    determine; or

               (5)  by any combination of the above permitted forms of payment.

          A holder of an option who is a participant in a deferred compensation
     plan established by the Company may elect, with the permission of the
     Committee and in accordance with such rules as may be established by the
     Committee from time to time, to defer the receipt of any shares of Common
     Stock issuable upon the exercise of an Option, provided that such election
     is irrevocable and that such election is made at least a specified number
     of days prior to the exercise of the Option which

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     number of days shall be determined by the Committee. The optionee's account
     under such deferred compensation plan shall be credited with a number of
     shares of Common Stock equal to the number of shares so deferred."

Except as aforesaid, the Plan shall remain in full force and effect.

               Adopted by the Board of Directors on July 1, 2003.


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