Exhibit 4(a).2  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 159 to the Amended and Restated License
Agreement for the Use and Marketing of
Programming Materials dated May 31, 1996, as
amended (the 1996 Agreement) between International Business Machines
Corporation (IBM) and Dassault Systemes, S.A. (DS)   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. (DS), a French société anonyme.  Whereas,
DS is the OWNER of 3D/2D Computer Aided Design/Computer Aided Manufacturing/Computer
Aided Engineering/Product Integrated Management software programs marketed
under various trademarks.  DSs
wholly-owned Affiliate MatrixOne, Inc. is the developer and owner of
Product Integrated Management solution software programs, marketed under the
trademark ENOVIA MatrixOne.  IBM
therefore wishes to be able to include the ENOVIA MatrixOne products into its
offering and to start building its experience in the sale and marketing of the
ENOVIA MatrixOne products with selected accounts.  Whereas,
pursuant to Amendment 157, DS and IBM have agreed to add the ENOVIA MatrixOne products
into the 1996 Agreement in order to enable IBM to market ENOVIA MatrixOne software
programs as part of the PLM Vision to certain selected accounts.  Whereas,
the parties have added ENOVIA MatrixOne products to the 1996 Agreement by
Amendment 157 and they now wish to amend the 1996 Agreement for the purposes of
making the changes associated with the foregoing.  Whereas,
the parties wish to make available the 3DLive products for CATIA and ENOVIA.  Now
therefore, the parties agree as follows:  1.  Definitions  a)  The following definitions shall be added to
the Section of the 1996 Agreement entitled Definitions.  ENOVIA MatrixOne Products shall mean those Licensed Programs
identified in Attachment XXVII and all future releases of such Licensed
Programs, which are owned or licensed by DSs Affiliate MatrixOne, Inc.  Authorized Remote Usermeans individual
Users of an entity conducting business with an IBM ENOVIA MatrixOne sublicensee
remotely through the Internet, such as a supplier or customer.  Client-side Softwareshall mean any
ENOVIA MatrixOne Product or intellectual property that is downloaded in a Users
(as defined below) browser which allows access or usage of the ENOVIA MatrixOne
Products functionality, and includes plug-ins or other software components
which are intended to be stored on the Users computer.  ENOVIA MatrixOne Schemashall meana repository containing unique
MatrixOne business definitions and business objects in a single relational
database management system (RDBMS) instance that is installed on a supported
platform.  User(s) or Named
User(s)shall mean those individuals authorized by an ENOVIA
MatrixOne sublicensee with a unique user name and password to use the ENOVIA
MatrixOne Products, and includes Authorized Remote Users in accordance with the
licensing terms applicable to ENOVIA MatrixOne Products.  1


User Interfacemeans the graphical interface used
by the IBM ENOVIA MatrixOne Products delivered to Users.   2.0  Licenses  The
following paragraph is added as article (W) to the Licenses Section of
the 1996 Agreement:  DS
hereby grants the following rights and licenses:  IBM and
its licensed Subsidiaries have the rights to grant to its and their
sublicensees of ENOVIA MatrixOne Licensed Programs the right to grant to
sublicensees Authorized Remote Users, without charge, a license to access the
Client-side Software and the User Interface of the IBM ENOVIA MatrixOne Products
remotely via the internet for the sole purpose of enabling such Authorized
Remote User to conduct business with the sublicensee, but not for the purpose
of hosting, modifying or otherwise using or maintaining the ENOVIA MatrixOne Products.  Authorized Remote Users may be located in any
country and are not restricted to the country in which the license was
acquired.   3.0  Add a new Section C.18 ENOVIA MatrixOne  C.18.1
The ENOVIA MatrixOne Products shall be subject to the CATIA V5 terms set forth
in the 1996 Agreement.  C.18.2
For the ENOVIA MatrixOne Products in the Jointly Covered accounts, and
notwithstanding anything to the contrary in the 1996 Agreement, DS shall be
responsible for the following:  a)  delivery of the ENOVIA
MatrixOne Products to end users as more fully defined in the Document of
Understanding relating to the Fulfillment of ENOVIA MatrixOne Products (Fulfillment
DOU) attached as Appendix A to this Amendment;  b) provision of level 1 technical support to all end users,
in addition to the other maintenance and support obligations set forth in the
1996 Agreement;  c) consistent with the principles set forth in 1996 Agreement
, participate with IBM and have a leadership role in pre-sales marketing activities
including opportunity identification and qualification, conduct of customer
meetings and product demonstrations, responding to customer requests for
proposals, and other pre-sales activities, consistent with the roles and
responsibilities of the parties with respect to the ENOVIA MatrixOne Products
as set forth in the Mode of Operations Document of Understanding for Marketing
of DS PLM Products in the Joint Coverage Model(Marketing MOO), attached as
Appendix B to this Amendment.  C.18.3 IBM agrees to send the royalty reports due DS for the ENOVIA
MatrixOne Products directly to MatrixOne, Inc., attention Chief Financial
Officer. IBM also agrees to remit all royalty payments due DS for the ENOVIA
MatrixOne Products directly to MatrixOne, Inc. at an account to be
separately provided to IBM.  C.18.4 The ALC for ENOVIA MatrixOne Products will be
calculated as[***]of PLC, and not the ALC table set forth in the 1996
Agreement.  C.18.5 In addition to the other terms in the 1996 Agreement,
the ENOVIA MatrixOne Products will be licensed to end users with the following
terms:  a)  The maximum number
of Users that may use or access the ENOVIA MatrixOne Programs may not exceed
the level of authorizations purchased. 
Further, the number of individuals authorized as Users at any time may
not exceed the level of authorizations purchased by the end user.  b) ENOVIA MatrixOne
Platform  System License provides the right to use on a single computer
enclosure and the right to access a single MatrixOne Schema, for production
purposes.  2


c) ENOVIA MatrixOne
Platform for File Collaboration  System License provides the right to
use on a single computer enclosure operating as a file server to store authored
files that will be managed by a single MatrixOne Schema, for production
purposes.  d)ENOVIA
MatrixOne Platform - Development System Licenseprovides the right to use for an ENOVIA MatrixOne development and test
environment, separate from a production environment, on a single computer
enclosure for a single RDBMS instance for the purposes of and limited to
development, testing, staging, and/or training on ENOVIA MatrixOne Products only. Development and testing in an
enterprise resource planning (ERP) integration environment requires an
additional license (MatrixOne Platform [ERP] Development System License) be
purchased. .  Development and testing on all other 3rd party
products requires an additional ENOVIA
MatrixOne Platform - Development System License be purchased.  e) IBM ENOVIA MatrixOne
Application Development Kit Licenseprovides the right to use for development purposes
using the IBM ENOVIA MatrixOne
application programming interface with either an IBM ENOVIA MatrixOne Platform  Development Server License or an IBM ENOVIA MatrixOne Platform 
Production Server License, but one license may not be shared between the two.  f) ENOVIA MatrixOne Adaplet
Development Toolkit License provides the right to usefor
development purposes using the MatrixOne Adaplet programming interface with
either an ENOVIA MatrixOne
Platform  Development Server License or an ENOVIA MatrixOne Platform  Production Server License, but one
license may not be shared between the two.  g) IBM or its auditors may verify end user compliance with
the license terms, with an obligation by the end user to pay any additional
charges due based on their use and deployment of ENOVIA MatrixOne Products.  It is understood that controls do not exist within the ENOVIA
MatrixOne Products to prevent unauthorized copying.  As a result, IBM shall have a royalty
obligation to DS only for sublicenses specifically granted and revenue received  C.18.6 Attachment XXVII ENOVIA MatrixOne Products Attachment is added
with the following ENOVIA MatrixOne Products.  Joint
  
  IBMCoverage
  
  CoverageModel
  
  ModelPLC
  
  PLCProduct ID
  
  Product Name
  
  Royalty
  
  Royalty5672-AES
  
  MatrixOne Aerospace and
  Defense Accelerator for Program Management Solution
  
  [***]
  
  [***]5672-ARS
  
  MatrixOne Apparel
  Accelerator for Design and Development Solution
  
  [***]
  
  [***]5672-AUS
  
  MatrixOne Automotive
  Accelerator for Program Management (APQP) Solution
  
  [***]
  
  [***]5672-DAD
  
  MatrixOne Designer
  Central for AutoCAD
  
  [***]
  
  [***]5672-DC4
  
  MatrixOne Designer
  Central for CATIA V4
  
  [***]
  
  [***]5672-DC5
  
  MatrixOne Designer
  Central for CATIA V5*
  
  [***]
  
  [***]5672-DCE
  
  MatrixOne Designer
  Central for Cadence Allegro PCB Editor
  
  [***]
  
  [***]5672-DCH
  
  MatrixOne Designer
  Central for Cadence Allegro Design Entry HDL
  
  [***]
  
  [***]5672-DCP
  
  MatrixOne Designer
  Central for Cadence Project Manager
  
  [***]
  
  [***]  3


5672-DIV
  
  MatrixOne Designer
  Central for Inventor
  
  [***]
  
  [***]5672-DMD
  
  MatrixOne Designer
  Central for Mentor Graphics Design Manager
  
  [***]
  
  [***]5672-DMS
  
  MatrixOne Designer
  Central for Microstation
  
  [***]
  
  [***]5672-DPI
  
  MatrixOne Designer
  Central for Pro/I
  
  [***]
  
  [***]5672-DPO
  
  MatrixOne Designer
  Central for Pro/E
  
  [***]
  
  [***]5672-DSG
  
  MatrixOne Designer
  Central for Solid Edge
  
  [***]
  
  [***]5672-DSW
  
  MatrixOne Designer
  Central for SolidWorks
  
  [***]
  
  [***]5672-DUG
  
  MatrixOne Designer
  Central for Unigraphics
  
  [***]
  
  [***]5672-DVB
  
  MatrixOne Designer
  Central for Expedition (VeriBest)
  
  [***]
  
  [***]5672-DZD
  
  MatrixOne Designer
  Central for Zuken Board Designer
  
  [***]
  
  [***]5672-DZP
  
  MatrixOne Designer
  Central for Zuken Board Producer
  
  [***]
  
  [***]5672-DZS
  
  MatrixOne Designer
  Central for Zuken System Designer
  
  [***]
  
  [***]5672-GCS
  
  MatrixOne Global Supplier Collaboration Solution
  
  [***]
  
  [***]5672-GSS
  
  MatrixOne Global
  Sourcing Solution
  
  [***]
  
  [***]5672-MRS
  
  MatrixOne Medical
  Device Accelerator for Regulatory Compliance Solution
  
  [***]
  
  [***]5672-SDS
  
  MatrixOne Semiconductor
  Accelerator for Design to Manufacturing Solution
  
  [***]
  
  [***]5672-SIS
  
  MatrixOne Semiconductor
  Accelerator for IP Management Solution
  
  [***]
  
  [***]5672-SPS
  
  MatrixOne Semiconductor
  Accelerator for Enterprise Project Management Solution
  
  [***]
  
  [***]5672-STS
  
  MatrixOne Semiconductor
  Accelerator for Team Collaboration Solution
  
  [***]
  
  [***]5672-VPG
  
  MatrixOne VPLM Program
  Management Solution
  
  [***]
  
  [***]5672-VXS
  
  MatrixOne VPLM Enterprise X-BOM Management Solution
  
  [***]
  
  [***]5672-AAD
  
  MatrixOne AutoCAD
  Integration
  
  [***]
  
  [***]5674-ADT
  
  MatrixOne Adaplet
  Development Kit
  
  [***]
  
  [***]5674-ADV
  
  MatrixOne Application
  Development Kit
  
  [***]
  
  [***]5672-AEF
  
  MatrixOne Application
  Exchange Framework
  
  [***]
  
  [***]5672-AER
  
  MatrixOne Aerospace and
  Defense Accelerator for Program Management
  
  [***]
  
  [***]  4


5672-AK2
  
  MatrixOne Autonomy K2
  Integration
  
  [***]
  
  [***]5672-APR
  
  MatrixOne Apparel
  Accelerator for Design and Development
  
  [***]
  
  [***]5672-AUT
  
  MatrixOne Automotive
  Accelerator for Program Management (APQP)
  
  [***]
  
  [***]5672-BMM
  
  MatrixOne Business
  Metrics Module
  
  [***]
  
  [***]5672-C2D
  
  MatrixOne Cimmetry
  Autovue Professional w/ Integration (2D)
  
  [***]
  
  [***]5672-C3D
  
  MatrixOne Cimmetry
  Autovue Professional w/ Integration (3D)
  
  [***]
  
  [***]5672-CDH
  
  MatrixOne Cadence
  Allegro Design Entry HDL Integration
  
  [***]
  
  [***]5672-CDM
  
  MatrixOne Cadence
  Project Manager Integration
  
  [***]
  
  [***]5672-CDP
  
  MatrixOne Cadence
  Allegro PCB Editor Integration
  
  [***]
  
  [***]5672-CLC
  
  MatrixOne ClearCase
  Integration
  
  [***]
  
  [***]5672-CST
  
  MatrixOne Cost
  Analytics Module
  
  [***]
  
  [***]5672-CT4
  
  MatrixOne CATIA V4
  Integration
  
  [***]
  
  [***]5672-CT5
  
  MatrixOne CATIA V5
  Integration*
  
  [***]
  
  [***]5672-DEC
  
  MatrixOne Designer
  Central
  
  [***]
  
  [***]5672-DEV
  
  MatrixOne Designer
  Central for Visualization
  
  [***]
  
  [***]5674-DTE
  
  MatrixOne Platform for
  Development and Test
  
  [***]
  
  [***]5672-ENG
  
  MatrixOne Engineering
  Central
  
  [***]
  
  [***]5674-FCS
  
  MatrixOne Platform for
  File Collaboration
  
  [***]
  
  [***]5672-INV
  
  MatrixOne Inventor
  Integration
  
  [***]
  
  [***]5674-JDD
  
  MatrixOne JD Edwards
  Direct Integration
  
  [***]
  
  [***]5674-JDE
  
  MatrixOne JD Edwards
  EnterpriseOne Integration
  
  [***]
  
  [***]5672-LIB
  
  MatrixOne Library
  Central
  
  [***]
  
  [***]5672-MCC
  
  MatrixOne Materials
  Compliance Central
  
  [***]
  
  [***]5674-MCN
  
  MatrixOne Materials
  Compliance Central Compliance Connect Spreadsheet
  
  [***]
  
  [***]5672-MCR
  
  MatrixOne Microstation
  Integration
  
  [***]
  
  [***]5672-MED
  
  MatrixOne Medical
  Device Accelerator for Regulatory Compliance
  
  [***]
  
  [***]  5


5672-MFG
  
  MatrixOne Manufacturing
  Bill-of-Material Module
  
  [***]
  
  [***]5672-MGM
  
  MatrixOne Mentor
  Graphics Design Manager Integration
  
  [***]
  
  [***]5672-MSF
  
  MatrixOne Microsoft
  Desktop Integration
  
  [***]
  
  [***]5672-MSU
  
  MatrixOne Materials
  Compliance Central Supplier Portal
  
  [***]
  
  [***]5674-ORM
  
  MatrixOne Oracle
  Manufacturing Integration
  
  [***]
  
  [***]5672-PLF
  
  MatrixOne Platform
  
  [***]
  
  [***]5674-PLF
  
  MatrixOne Platform
  
  [***]
  
  [***]5672-PRD
  
  MatrixOne Product
  Central
  
  [***]
  
  [***]5672-PRG
  
  MatrixOne Program
  Central
  
  [***]
  
  [***]5672-PRI
  
  MatrixOne Pro/I
  Integration
  
  [***]
  
  [***]5672-PRO
  
  MatrixOne Pro/E
  Integration
  
  [***]
  
  [***]5674-QAM
  
  MatrixOne QAD MFG/PRO
  Integration
  
  [***]
  
  [***]5674-SAM
  
  MatrixOne SAP
  Integration
  
  [***]
  
  [***]5672-SCD
  
  MatrixOne Semiconductor
  Accelerator
  
  [***]
  
  [***]5672-SLE
  
  MatrixOne Solid Edge
  Integration
  
  [***]
  
  [***]5672-SLW
  
  MatrixOne SolidWorks
  Integration
  
  [***]
  
  [***]5672-SPC
  
  MatrixOne Specification
  Central
  
  [***]
  
  [***]5672-SRC
  
  MatrixOne Sourcing
  Central
  
  [***]
  
  [***]5672-SUP
  
  MatrixOne Supplier
  Central
  
  [***]
  
  [***]5672-TEA
  
  MatrixOne Team Central
  
  [***]
  
  [***]5672-UGR
  
  MatrixOne Unigraphics
  Integration
  
  [***]
  
  [***]5672-VEB
  
  MatrixOne Expedition
  (VeriBest) Integration
  
  [***]
  
  [***]5672-VPR
  
  MatrixOne VPLM Program
  Management Integration
  
  [***]
  
  [***]5672-VXB
  
  MatrixOne VPLM
  Enterprise X-BOM Management Integration
  
  [***]
  
  [***]5672-ZBD
  
  MatrixOne Zuken Board
  Designer Integration
  
  [***]
  
  [***]5672-ZBP
  
  MatrixOne Zuken Board
  Producer Integration
  
  [***]
  
  [***]  6


5672-ZSD
  
  MatrixOne Zuken System Designer Integration
  
  [***]
  
  [***]  3.0 Indemnification  The
parties agree that the Indemnification term added as item No. 5.0 in
Amendment 125 for the DELMIA Products, is amended  to apply to all DS Brands when under the
Jointly Covered model, currently DELMIA and ENOVIA MatrixOne, and now reads as
follows (change noted in italics):  Each
party agrees to comply, and do all things necessary to comply, with all
applicable export laws and controls with respect to its obligations regarding
the sale and fulfillment of the DELMIA and ENOVIA MatrixOne
Products, and shall indemnify the other party from and against any claim
arising from its failure to comply with all applicable export regulations and
controls, in accordance with the Section of the 1996 License Agreement
entitled Indemnification.  4.0
Royalties  The
parties agree to a change in the royalties due to DS on the revenue received by
IBM from non-Named Accounts in countries that have transitioned to DS.  Item 10.4 of Amendment 157 is changed to read
as follows (change noted in italics):  10.4       Effective on the country transition date
per Exhibit 4, IBM will pay DS a royalty of[***]of the country PLC revenue andrecurring
revenue streams recognized by IBM from accounts other than Named Accounts.  5.0 Add a new Section C.19 3DLive  C.19.1
The 3DLive Products shall be subject to the CATIA V5 terms set forth in the
1996 Agreement, except as follows: a) the ALC royalty is[***]of the PLC royalty,
and there is no tiered ALC royalty; b) YLC royalty shall be as set forth in the 3DLive
product table and not calculated in accordance with the contractual formula for
determining YLC royalty.  C.19.2 Attachment  XXVIII 3DLive Products
is added with the following 3DLive Products:  PID
  
  Product Name, US List Price,
  
  PLC Royalty
  
  YLC Royalty5677-LIV
  
  ENOVIA
  - 3DLive Configuration,
  
  [***]
  
  [***]5677-LIC
  
  CATIA
  - 3DLive Configuration,
  
  [***]
  
  [***]5677-LFT
  
  CATIA
  - Live FT&A Review Product
  
  [***]
  
  [***]5677-LCV
  
  ENOVIA
  - Live Collaborative Review Product
  
  [***]
  
  [***]  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 DS as nearly as possible in accordance with
applicable law(s).  7


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:  8