Exhibit 4(a).6  Any text removed pursuant to the Companys
  confidentialtreatment has been separately submitted with the
  U.S. Securitiesand Exchange Commission and is marked [***]
  herein.    Amendment 163 to the Amended and Restated License
Agreement for the Use and Marketing of
Programming Materials dated May 31, 1996 (the 1996
Agreement) between International Business Machines
Corporation (IBM) and Dassault Systemes, S.A. (OWNER)  This
Amendment (Amendment) is entered into by and between International Business
Machines Corporation (IBM), incorporated under the laws of the State of New
York and Dassault Systemes, S.A. (OWNER), a French société anonyme.  Whereas,
OWNER is the owner of 3D/2D Computer Aided Design/Computer Aided
Manufacturing/Computer Aided Engineeering/Product Integrated Management
software programs marketed under various trademarks.  Whereas,
the parties have added Business Process Accelerator products to the 1996
Agreement by Amendment 161.  Whereas, the parties wish to amend the 1996 Agreement for the
purposes of making the changes associated with the foregoing.  Now
therefore, the parties agree as follows:  1.0  Add a new Section C.20 Business Process
Accelerator Products  C.20.1 The Business Process Accelerator  (BPA) Products shall be subject to the
CATIA V5 terms set forth in the 1996 Agreement as amended, except that the ALC
for BPA Products will be calculated as [***] of PLC, and not the ALC table set
forth in the 1996 Agreement.  The
responsibilities of the parties shall be as set forth in Amendment 161.  C.20.2  Attachment XXX  Business Process Accelerator  Products Attachment, is added with the
following BPA Products:  -----------      IBM
  
  
  
  PLC
  RELATED ROYALTYPROGRAM
  
  
  
  STD
  
  ADD-ON
  
  SHAREABLENUMBER
  
  PRODUCT NAME
  
  CONFIG.
  
  PRODUCT
  
  PRODUCTBPA for Industry Business ProcessCA9
  
  CATIA V5 Automotive
  Extensions / Vehicle Architecture - Safety
  
  
  
  
  
  [***]CL9
  
  CATIA V5 Automotive
  Extensions / Vehicle Architecture - Configuration
  
  [***]CM9
  
  CATIA V5 Automotive
  Extensions / Vehicle Architecture - Manikin
  
  
  
  
  
  [***]CO9
  
  CATIA V5 Automotive
  Extensions / Vehicle Architecture  Overall Vehicle Architecture
  
  
  
  
  
  [***]CV9
  
  CATIA V5 Automotive
  Extensions / Vehicle Architecture - Vision
  
  
  
  
  
  [***]CW9
  
  CATIA V5 Automotive
  Extensions / Vehicle Architecture - Wiper
  
  
  
  
  
  [***]FP9
  
  Flexible PCB Automation
  
  
  
  
  
  [***]SL9
  
  Progressive Die Strip
  Layout Design
  
  
  
  
  
  [***]BPA
  for Systems EngineeringCD9
  
  Composite Document
  Generation
  
  
  
  
  
  [***]CS9
  
  Collaborative Systems
  Lifecycle Management & Traceability
  
  
  
  
  
  [***]  1


RM9
  
  Requirements Management
  
  
  
  
  
  [***]RX9
  
  Requirements XML
  Edition
  
  
  
  
  
  [***]SD9
  
  Dysfunctional
  Analysis & Simulation
  
  
  
  
  
  [***]BPA
  for Collaborative Business ProcessAS9
  
  Aerospace Supplier
  Collaborative Hub
  
  
  
  
  
  [***]CX9
  
  SmartDX Client
  
  
  
  
  
  [***]SP9
  
  SmartProject
  
  
  
  
  
  [***]SX9
  
  SmartDX
  
  
  
  
  
  [***]BPA
  for Interoperability & AdministrationLM9
  
  Concurrent
  Design & Large Assembly Management
  
  
  
  
  
  [***]PS9
  
  Product Structure
  Synchronization for VPM V4
  
  
  
  
  
  [***]SS9
  
  ENOVIA Smarteam/SAP
  Adaptor
  
  
  
  
  
  [***]  Other
than the changes indicated above, it is understood that all other terms of the
1996 Agreement including all Attachments and Exhibits thereto remain in full
force and effect.  If any
provision of this Amendment or the 1996 Agreement (as amended) shall be held to
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby, and such provision shall be deemed to be restated to reflect the
original intentions of IBM and OWNER as nearly as possible in accordance with
applicable law(s).  The
parties agree that any reproduction of this Amendment by reliable means (such
as facsimile or photocopy) will be considered an original of this Amendment.  Agreed
  to:
  
  Agreed
  to:Dassault
  Systemes, S.A.
  
  International
  Business Machines CorporationBy:
  
  
  By:Name:
  
  
  Name:
  R. A.
  ArcoTitle:
  
  
  Title:
  Director,
  PLM Product Mgmt. & WorldwideTechnical SupportDate:
  
  
  Date:  2