Exhibit
4.11  WHENEVER
CONFIDENTIAL INFORMATION IS OMITTED HEREIN (SUCH OMISSIONS ARE DENOTED BY AN
ASTERISK), SUCH CONFIDENTIAL INFORMATION HAS BEEN SUBMITTED SEPARATELY TO THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.  AMENDMENT NO. 1 and WAIVER NO. 1 to CREDIT AGREEMENT  AMENDMENT NO. 1
and WAIVER NO. 1 (this Amendment), dated as of March 26, 2002, to the
Credit Agreement, dated as of November 5, 2001, by and between META GROUP,
INC., a Delaware corporation (the Borrower) and THE BANK OF NEW YORK
(the Bank) (as amended, the Credit Agreement).  RECITALS  A.            Capitalized terms used herein which
are defined in the Credit Agreement shall have the meanings therein defined.  B.            The Borrower has requested that the
Bank (i) waive violations of certain covenants which have occurred prior to the
date hereof, and (ii) amend certain financial covenants for the fiscal year of
the Borrower ending on December 31, 2002, and, subject to the terms and
conditions set forth herein, the Bank is willing to agree to the foregoing.  In consideration
of the covenants, conditions and agreements hereinafter set forth, and for
other good and valuable consideration, the receipt and adequacy of which are
acknowledged, it is agreed as follows:  I.              Amendments  1.             Section
1.1 of the Credit Agreement is amended to add the following new definition
thereto:  Quarterly Net Income:  For each fiscal quarter of the Borrower, the
net income of the Borrower and its Subsidiaries for such fiscal quarter
determined on a consolidated basis in accordance with GAAP as of the end of
such fiscal quarter.  2.             Section
4.1 of the Credit Agreement is amended and restated in its entirety, as
follows:  
   4.1.          Subsidiaries;
Capitalization.  As of the Effective Date,
the only Subsidiaries of the Borrower are those listed on Schedule 4.1,
and the authorized, issued and outstanding Capital Stock of the Borrower and
each such Subsidiary is as set forth on Schedule 4.1.  As of the Effective Date, except as set
forth on Schedule 4.1, (i) the shares of, or partnership or other interests in,
each Subsidiary of the Borrower are owned beneficially and of record by the
Borrower or another Subsidiary of the Borrower, are free and clear of all
Liens, and are duly authorized, validly issued, fully paid and nonassessable,
(ii) except as set forth on Schedule 4.1, none of its Subsidiaries has issued
any securities convertible into, or options or warrants for, any common or
preferred equity securities thereof, (iii) there are no agreements, voting
trusts or understandings binding upon the Borrower or any of its Subsidiaries
with respect to the voting securities of the Borrower or any of its
Subsidiaries or affecting in any manner the sale, pledge, assignment or other
disposition thereof, including any right of first refusal, option, redemption,
call or other right with respect thereto, whether similar or dissimilar to any
of the foregoing.  3.             Section
7.11 of the Credit Agreement is amended and restated in its entirety, as
follows:  7.11.        Financial
Covenants  (a)           Leverage Ratio.  The Borrower shall maintain as of the last
day of each fiscal quarter ending during the periods set forth below, a
Leverage Ratio of not more than the ratios set forth below:  Period
  
  RatioMarch 31, 2002
  
  *June 30, 2002
  
  *September 30, 2002
  
  *December 31, 2002 and each fiscal quarter end
  thereafter
  
  *  (b)           Fixed Charge Coverage Ratio.  The Borrower shall maintain as of the last
day of each fiscal quarter ending during the periods set forth below, a Fixed
Charge Coverage Ratio of not less than the ratios set forth below:  2 
   Period
  
  RatioMarch 31, 2002
  
  *June 30, 2002
  
  *September 30, 2002
  
  *December 31, 2002 and each fiscal quarter end
  thereafter
  
  *  (c)           Minimum EBITDA.EBITDA for each four fiscal quarter
period of the Borrower ending during the periods set forth below shall not be
less than the amounts set forth below:  Period
  
  AmountMarch 31, 2002
  
  *June 30, 2002
  
  *September 30, 2002
  
  *December 31, 2002 and each fiscal quarter end
  thereafter
  
  *  (d)           Minimum Quarterly Net Income.  Quarterly Net Income for each fiscal quarter
period of the Borrower ending during the periods set forth below shall not be
less than the amounts set forth below:  Period
  
  AmountMarch 31, 2002
  
  *June 30, 2002
  
  *September 30, 2002
  
  *December 31, 2002 and each fiscal quarter end
  thereafter
  
  *  II.            Waivers  1.             Compliance with the
provisions of Section 7.11(a) of the Credit Agreement is irrevocably waived
with respect to the fiscal quarter ended on December 31, 2001.  3 
   2.             Compliance with the
provisions of Section 7.11(b) of the Credit Agreement is irrevocably waived
with respect to the fiscal quarter ended on December 31, 2001.  III.           Miscellaneous  1.             (a) The waiver provisions contained in Part II of this
Amendment shall be deemed effective as of December 31, 2001, and (b) the
remaining provisions of this Amendment shall be deemed effective as of the date
of this Amendment, in each case upon receipt by the Bank of (i) counterparts of
this Amendment, duly executed by the Borrower, (ii) payment by the Borrower of
a $25,000 fee to the Bank, and (iii) payment of all of the Banks expenses
(including the reasonable fees and disbursements of Special Counsel) in
connection herewith.  2.             In order to induce the Bank to execute this Amendment,
the Borrower hereby (i) certifies that, immediately after giving effect to this
Amendment, all representations and warranties contained in the Credit Agreement
are true and correct in all material respects as of the date hereof, and that,
except for the events that are waived herein, no Default or Event of Default
exists under the Credit Agreement, (ii) reaffirms and admits the validity and
enforceability of the Loan Documents and its obligations thereunder, and (iii)
agrees and admits that it has no valid defenses to or offsets against any of
its obligations under the Loan Documents as of the date hereof.  3.             In all other respects, the Credit Agreement and the
other Loan Documents shall remain in full force and effect, and no waiver
contained herein with respect to any certain time period or any certain Section
of the Credit Agreement shall be deemed to be a waiver with respect to any
other time period or any other Section of the Credit Agreement.  4.             This Amendment may be executed in any number of
counterparts, each of which shall be an original and all of which shall
constitute one agreement.  It shall not
be necessary in making proof of this Amendment to produce or account for more
than one counterpart containing the signature of the party to be charged.  5.             This Amendment is being delivered in and is intended to
be performed in the State of New York and shall be construed and is enforceable
in accordance with, and shall be governed by, the internal laws of the State of
New York without regard to principles of conflict of laws.  6.             This Amendment shall be subject to such conditions and
limitations as are specified herein, and the rights of the parties under the
Credit Agreement and the other Loan Documents shall be otherwise unaffected.  4 
   IN WITNESS
WHEREOF, the parties have caused this Amendment to be duly executed as of the
date first written above.  META GROUP, INC.By:
  /s/ John A. PiontkowskiName:
  John A. PiontkowskiTitle:
  Chief Financial OfficerTHE BANK OF NEW YORKBy:
  /s/ Mark J. SicinskiMark J.
  Sicinski,Vice President  5 
   Schedule 4.1   1.MG
(Bermuda) Ltd. 2.META
Group Australia Holdings PTY. Limited 3.Cenntinum PTE LTD. 4.1422722
Ontario Inc. 5.Meta
Group AG 6.Meta
Group France S.A.  Authorized,
  issued and outstanding Capital Stock
  of the Borrower and each such SubsidiaryBorrower/Subsdiary
  
  Issued and
  outstanding Capital StockMG (Bermuda) Ltd.META Group Australia
  Holdings PTY. LimitedCenntinum PTE LTD.1422722 Ontario Inc.Meta Group AGMeta Group France S.A.  Description of
securities convertible into, or options or warrants for, any common or
preferred equity securities of its Subsidiaries:  45,742 Stock
Options in Meta Group AG.  6