Exhibit 4(a)4

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Amendment 156
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
and
Dassault Systemes, S.A.

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, each a "party" and collectively the "parties".

Whereas,
OWNER is the owner of 3D/2D Computer Aided Design/Computer Aided Manufacturing/Computer Aided Engineering/Product Integrated Management software programs marketed under various
trademarks.

Whereas,
IBM is providing certain licenses and services to Ford for certain OWNER Licensed Programs in connection with the IBM-Ford CATIA and ENOVIA Global License Agreement
("GLA"), and the parties have previously amended this Agreement to address specific requirements from Ford associated with the GLA.

Whereas,
Ford wishes to extend the GLA and enhance the business relationship model with the parties.

Whereas,
Ford, IBM and OWNER have jointly worked to identify roles and responsibilities to meet Ford requirements.

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:

The
following is added to Section C.17 Ford Motor Company Program.

C.17.7 In
response to Ford requirements, the parties agree to the following:





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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:
Dassault Systemes, S.A.                          |                                            | Agreed to:
International Business Machines Corporation   
|----------------------------------------------------------- | ------------------------------------------ | ---------------------------------------------------------
|By:                                                         | /s/THIBAULT DE TERSANTAuthorized Signature |                                                          
|Name: Thibault de Tersant                                   |                                            | Name: R. A. Arco                                         
|Title: Chief Financial Officer and Executive Vice President |                                            | Title: Director, PLM Product Mgmt. & WW Technical Support
|Date: November 22, 2006                                     |                                            | Date: November 12, 2006                                  

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