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                                                                    EXHIBIT 10.2

                            STERLING COMMERCE, INC.

                             AMENDED AND RESTATED
                            1996 STOCK OPTION PLAN
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     Sterling Commerce, Inc., a Delaware corporation (the "Company"),
established the Sterling Commerce, Inc. 1996 Stock Option Plan (the "Plan"),
effective as of February 12, 1996.  The Plan was last amended and restated,
effective as of June 30, 1997.

     1.   Purpose.  The purpose of the Plan is to attract and retain the best
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available talent and encourage the highest level of performance by executive
officers, key employees, Prospective Key Employees (as defined below),
directors,  advisors and consultants, and to provide them with incentives to put
forth maximum efforts for the success of the Company's business, in order to
serve the best interests of the Company and its stockholders.  All options
granted under the Plan are intended to be nonstatutory stock options.

     2.   Definitions.  The following terms, when used in the Plan with initial
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capital letters, will have the following meanings:

          (a) "Act" means the Securities Exchange Act of 1934, as in effect from
     time to time.

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

          (c) "Code" means the Internal Revenue Code of 1986, as in effect from
     time to time.

          (d) "Common Stock" means the common stock, par value $.01 per share,
     of the Company or any security into which such common stock may be changed
     by reason of any transaction or event of the type described in Paragraph 6.

          (e) "Date of Grant" means the date specified by the Stock Option
     Committee, the Special Stock Option Committee or the Board, as applicable,
     on which a grant of Stock Options will become effective (which date will
     not be earlier than the date on which such committee or the Board takes
     action with respect thereto).

          (f) "Market Value per Share" means the fair market value per share of
     the Common Stock on the Date of Grant as determined by the Stock Option
     Committee, the Special Stock Option Committee or the Board, as applicable.

          (g) "Option Price" means the purchase price per share payable on
     exercise of a Stock Option.
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          (h) "Participant" means a person who is selected by the Stock Option
     Committee, the Special Stock Option Committee or the Board, as applicable,
     to receive Stock Options under Paragraph 5 of the Plan and who is at that
     time (i) an executive officer or other key employee or Prospective Key
     Employee of the Company or any Subsidiary, (ii) an advisor or consultant to
     the Company or any Subsidiary, or (iii) a member of the Board.

          (i) "Prospective Key Employee" means a person to whom the Company or
     any Subsidiary has extended or intends to extend an offer of employment.

          (j) "Rule 16b-3" means Rule 16b-3 under Section 16 of the Act, as such
     Rule is in effect from time to time.

          (k) "Special Stock Option Committee" means the 1996 Special Stock
     Option Committee which is a committee of the Board whose members are
     appointed by the Board from time to time. All of the members of the Special
     Stock Option Committee, which may not be less than two, are intended at all
     times to qualify as "outside directors" within the meaning of
     Section 162(m) of the Code and as "Non-Employee Directors" within the
     meaning of Rule 16b-3; provided, however, that the failure of a member of
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     such committee to so qualify shall not be deemed to invalidate any Stock
     Option granted by such committee. Although the Special Stock Option
     Committee has the authority under the Plan to make grants of Stock Options
     to any Participant, it is anticipated that the Special Stock Option
     Committee will make grants of Stock Options to those Participants who are
     executive officers of the Company and/or members of the Board, and as a
     result thereof are subject to Section 16 of the Act and the rules
     promulgated thereunder.

          (l) "Stock Option" means the right to purchase a share of Common Stock
     upon exercise of an option granted pursuant to Paragraph 5.

          (m) "Stock Option Committee" means the 1996 Stock Option Committee,
     which is a committee of the Board whose members are appointed by the Board
     from time to time. Although the Stock Option Committee has the authority
     under the Plan to make grants of Stock Options to any Participant, it is
     anticipated that the Stock Option Committee will make grants of Stock
     Options to those Participants who are neither executive officers of the
     Company nor members of the Board, and as a result thereof are not subject
     to Section 16 of the Act and the rules promulgated thereunder.

          (n) "Subsidiary" means any corporation, partnership, joint venture or
     other entity in which the Company owns or controls, directly or indirectly,
     not less than 50% of the total combined voting power or equity interests
     represented by all classes of stock issued by such corporation,
     partnership, joint venture or other entity.

     3.   Shares Available Under Plan.  The shares of Common Stock which may be
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issued under the Plan will not exceed in the aggregate 15,000,000 shares,
subject to adjustment as provided in this Paragraph 3.  Such shares may be
shares of original issuance or treasury shares or a combination of the
foregoing.

          (a) Any shares of Common Stock which are subject to Stock Options that
     are terminated unexercised, forfeited or surrendered or that expire for any
     reason will again be available for issuance under the Plan.

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          (b) If, as of the close of business on the last day of each fiscal
     quarter of the Company following the initial public offering of the Common
     Stock, the sum of (i) the total number of shares of Common Stock previously
     issued upon the exercise of Stock Options, (ii) the total number of shares
     of Common Stock then subject to outstanding Stock Options, and (iii) the
     total number of shares of Common Stock then remaining available for future
     Stock Option grants under the Plan (such sum being the "Plan Shares") is
     less than 20% of the total number of shares of Common Stock then
     outstanding computed on a fully diluted basis (such total number being the
     "Outstanding Shares"), the number of shares of Common Stock available for
     issuance under the Plan will be increased (but not decreased) so that the
     number of Plan Shares will be equal to 20% of the number of Outstanding
     Shares. For purposes of the foregoing adjustment, all outstanding Stock
     Options will be treated as fully exercised in computing the number of
     outstanding shares of Common Stock on a fully diluted basis, without regard
     to whether the Stock Options are then fully exercisable.

          (c) The shares available for issuance under the Plan also will be
     subject to adjustment as provided in Paragraph 6.

     4.   Individual Limitation on Stock Options.  The maximum aggregate number
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of shares of Common Stock with respect to which Stock Options may be granted to
any Participant during the term of the Plan will not exceed 10,000,000 shares.

     5.   Grants of Stock Options.  The Stock Option Committee, the Special
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Stock Option Committee or the Board may from time to time authorize grants to
any Participant of Stock Options upon such terms and conditions as such
committee or the Board, as applicable, may determine in accordance with the
provisions set forth below.

          (a) Each grant will specify the number of shares of Common Stock to
     which it pertains.

          (b) Each grant will specify the Option Price, which will not be less
     than 100% of the Market Value per Share on the Date of Grant.

          (c) Each grant will specify whether the Option Price will be payable
     (i) in cash or by check acceptable to the Company, (ii) by the transfer to
     the Company of shares of Common Stock owned by the Participant for at least
     six months (or, with the consent of the Stock Option Committee, the Special
     Stock Option Committee or the Board, as applicable, for less than six
     months) having an aggregate fair market value per share at the date of
     exercise equal to the aggregate Option Price, (iii) with the consent of the
     Stock Option Committee, the Special Stock Option Committee or the Board, as
     applicable, by authorizing the Company to withhold a number of shares of
     Common Stock otherwise issuable to the Participant having an aggregate fair
     market value per share on the date of exercise equal to the aggregate
     Option Price or (iv) by a combination of such methods of payment; provided,
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     however, that the payment methods described in clauses (ii) and (iii) will 
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     not be available at any time that the Company is prohibited from purchasing
     or acquiring such shares of Common Stock. Any grant may provide for
     deferred payment of the Option Price from the proceeds of sale through a
     bank or broker of some or all of the shares to which such exercise relates.

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          (d) Successive grants may be made to the same Participant whether or
     not any Stock Options previously granted to such Participant remain
     unexercised.

          (e) Each grant will specify the required period or periods (if any) of
     continuous service by the Participant with the Company or any Subsidiary
     and/or any other conditions to be satisfied before the Stock Options or
     installments thereof will become exercisable, and any grant may provide, or
     may be amended to provide, for the earlier exercise of the Stock Options in
     the event of a change in control of the Company (as defined in the stock
     option agreement evidencing such grant or in any agreement referred to in
     such stock option agreement) or in the event of any other similar
     transaction or event.

          (f) Each Stock Option granted pursuant to this Paragraph 5 may be made
     subject to such transfer restrictions as the Stock Option Committee, the
     Special Stock Option Committee or the Board, as applicable, may determine.

          (g) Each Stock Option granted to a Prospective Key Employee shall
     contain terms providing that such Stock Option (i) will automatically
     terminate if the Participant shall not have been offered and shall not have
     accepted employment with the Company or any Subsidiary within ninety (90)
     days after the Date of Grant, (ii) shall in no event be exercisable prior
     to the date on which the Participant becomes an employee of the Company or
     any Subsidiary and (iii) shall not be transferable prior to such date.

          (h) Each grant will be evidenced by a stock option agreement executed
     on behalf of the Company by the Chief Executive Officer (or another officer
     designated by the Stock Option Committee, the Special Stock Option
     Committee or the Board, as applicable) and delivered to the Participant and
     containing such further terms and provisions, consistent with the Plan, as
     such committee or the Board, as applicable, may approve.

     6.   Adjustments.  The Stock Option Committee, the Special Stock Option
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Committee or the Board may make or provide for such adjustments in the maximum
number of shares specified in Paragraph 3, in the number of shares of Common
Stock covered by outstanding Stock Options granted hereunder, in the Option
Price applicable to any such Stock Options, and/or in the kind of shares covered
thereby (including shares of another issuer), as such committee or the Board, as
applicable, in its sole discretion, exercised in good faith, may determine is
equitably required to prevent dilution or enlargement of the rights of
Participants that otherwise would result from any stock dividend, stock split,
combination of shares, recapitalization or other change in the capital structure
of the Company, merger, consolidation, spin-off, reorganization, partial or
complete liquidation, issuance of rights or warrants to purchase securities or
any other corporate transaction or event having an effect similar to any of the
foregoing.  In the event the Stock Option Committee and the Special Stock Option
Committee shall disagree (or either or both shall disagree with the Board) with
respect to the foregoing adjustments, the Board's determination will be final
and conclusive.  Any fractional shares resulting from the foregoing adjustments
will be eliminated.

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     7.   Withholding of Taxes.  To the extent that the Company is required to
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withhold federal, state, local or foreign taxes in connection with any benefit
realized by an optionee under the Plan, or is requested by an optionee to
withhold additional amounts with respect to such taxes, and the amounts
available to the Company for such withholding are insufficient, it will be a
condition to the realization of such benefit that the optionee make arrangements
satisfactory to the Company for payment of the balance of such taxes required or
requested to be withheld.  In addition, if permitted by the Stock Option
Committee, the Special Stock Option Committee or the Board, an optionee may
elect to have any withholding obligation of the Company satisfied with shares of
Common Stock that would otherwise be transferred to the optionee on exercise of
the Stock Option.

     8.   Administration of the Plan.  (a) The Plan will be administered by the
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Stock Option Committee, the Special Stock Option Committee and the Board.  For
purposes of any action taken by the Stock Option Committee, the Special Stock
Option Committee or the Board, whichever is applicable, a majority of the
members will constitute a quorum, and the action of the members present at any
meeting at which a quorum is present, or acts unanimously approved in writing,
will be the acts of the Stock Option Committee, the Special Stock Option
Committee or the Board.

          (b) The Stock Option Committee, the Special Stock Option Committee and
     the Board have the full authority and discretion to administer the Plan and
     to take any action that is necessary or advisable in connection with the
     administration of the Plan, including without limitation the authority and
     discretion to interpret and construe any provision of the Plan or of any
     agreement, notification or document evidencing the grant of a Stock Option.
     The interpretation and construction by the Stock Option Committee, the
     Special Stock Option Committee or the Board, as applicable, of any such
     provision and any determination by the Stock Option Committee, the Special
     Stock Option Committee or the Board pursuant to any provision of the Plan
     or of any such agreement, notification or document will be final and
     conclusive; provided, that in the event the Stock Option Committee and the
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     Special Stock Option Committee shall disagree (or either or both shall
     disagree with the Board) with respect to such interpretation, construction
     or determination, the Board's determination will be final and conclusive.
     No member of the Stock Option Committee, the Special Stock Option Committee
     or the Board will be liable for any such action or determination made in
     good faith.

          (c) Notwithstanding any provision of the Plan to the contrary, the
     Special Stock Option Committee will have the exclusive authority and
     discretion to take any action required or permitted to be taken under the
     provisions of Paragraph 6, Paragraph 8(a), Paragraph 8(b), Paragraph 9(a)
     and Paragraph 9(b) with respect to Stock Options granted under the Plan
     that are intended to comply with the requirements of Section 162(m) of the
     Code.

     9.   Amendments, Etc.  (a) The Stock Option Committee, the Special Stock
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Option Committee or the Board, as applicable, may, without the consent of the
optionee, amend any agreement evidencing a Stock Option granted under the Plan,
or otherwise take action, to accelerate the time or times at which the Stock
Option may be exercised, to extend the expiration date of the Stock Option, to
waive any other condition or restriction applicable to such Stock Option or to
the exercise of such Stock Option, to reduce the exercise price of such Stock
Option, to amend the definition of a change in control of the Company (if such a
definition is contained in such agreement) to expand the events that would
result in a change

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in control of the Company and to add a change in control provision to such
agreement (if such provision is not contained in such agreement) and may amend
any such agreement in any other respect with the consent of the optionee.

          (b) The Plan may be amended from time to time by the Board or any duly
     authorized committee thereof. In the event any law, or any rule or
     regulation issued or promulgated by the Internal Revenue Service, the
     Securities and Exchange Commission, the National Association of Securities
     Dealers, Inc., any stock exchange upon which the Common Stock is listed for
     trading, or any other governmental or quasi-governmental agency having
     jurisdiction over the Company, the Common Stock or the Plan, requires the
     Plan to be amended, or in the event Rule 16b-3 is amended or supplemented
     (e.g., by addition of alternative rules) or any of the rules under Section
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     16 of the Act are amended or supplemented, in either event to permit the
     Company to remove or lessen any restrictions on or with respect to Stock
     Options, the Stock Option Committee, the Special Stock Option Committee and
     the Board each reserves the right to amend the Plan to the extent of any
     such requirement, amendment or supplement, and all Stock Options then
     outstanding will be subject to such amendment.

          (c) The Plan may be terminated at any time by action of the Board.
     The termination of the Plan will not adversely affect the terms of any
     outstanding Stock Option.

          (d) The Plan will not confer upon any Participant any right with
     respect to continuance of employment or other service with the Company or
     any Subsidiary, nor will it interfere in any way with any right the Company
     or any Subsidiary would otherwise have to terminate a Participant's
     employment or other service at any time.


                                    STERLING COMMERCE, INC.



                                    By 
                                       --------------------------------- 
                                       Name:  Warner C. Blow
                                       Title: President and Chief
                                              Executive Officer

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