Exhibit 4.1

                   AMENDED AND RESTATED 1999 STOCK OPTION PLAN


                         MERCURY INTERACTIVE CORPORATION

                              AMENDED AND RESTATED
                             1999 STOCK OPTION PLAN

                            (Effective May 24, 2000)


     1.     Purposes of the Plan.  The purposes of this Stock Option Plan are to
            --------------------
attract  and  retain  the  best available personnel for positions of substantial
responsibility,  to  provide  additional  incentive  to  such individuals of the
Company  and  to promote the success of the Company's business.  Options granted
hereunder  may  be either Incentive Stock Options or Nonstatutory Stock Options,
at  the  discretion  of  the  Administrator and as reflected in the terms of the
written  option  agreement.

     2.     Definitions.  As used herein, the following definitions shall apply:
            -----------

          (a)     "Administrator"  means  the  Committee,  if  one  has  been
                   -------------
appointed,  or  the  Board  of  Directors  of  the  Company,  if no Committee is
appointed.

          (b)     "Board" means the Board of Directors of the Company.  A member
                   -----
of  the  Board  shall  be  referred  to  hereinafter  as  a  "Director."

          (c)     "Code"  means  the  Internal Revenue Code of 1986, as amended.
                   ----

          (d)     "Committee"  means  the  Committee  appointed  by the Board of
                   ---------
Directors  in  accordance with paragraph (a) of Section 4 of the Plan, if one is
appointed.

          (e)     "Common  Stock"  means  the  Common  Stock  of  the  Company.
                   -------------

          (f)     "Company"  means  Mercury Interactive Corporation,  a Delaware
                   -------
corporation.

          (g)     "Continuous  Status  as an Employee" means that the employment
                   ----------------------------------
or  consulting relationship is not interrupted or terminated by the Company, any
Parent or Subsidiary.  Continuous Status as an Employee  shall not be considered
interrupted  in  the  case  of:  (i)  any  leave  of  absence  approved  by  the
Administrator,  including  sick  leave,  military  leave,  or any other personal
leave; provided, however, that for purposes of Incentive Stock Options, any such
leave  may  not exceed ninety (90) days, unless reemployment upon the expiration
of  such leave is guaranteed by contract (including certain Company policies) or
statute;  or  (ii)  transfers  between  locations  of the Company or between the
Company,  its  Parent,  its  Subsidiaries  or  its  successor.

          (h)     "Employee" means any person, including officers and directors,
                   --------
employed by the Company or any Parent or Subsidiary of the Company.  The payment
of  a  director's  fee  by  the  Company  shall  not be sufficient to constitute
"employment"  by  the  Company.

          (i)     "Exchange  Act"  means the Securities Exchange Act of 1934, as
                   -------------
amended.

          (j)     "Incentive  Stock Option" means any Option intended to qualify
                   -----------------------
as  an  incentive  stock  option  within the meaning of Section 422 of the Code.


                                      - 1 -
<PAGE>
          (k)     "Nonstatutory  Stock  Option"  means an Option not intended to
                   ---------------------------
qualify  as  an  Incentive  Stock  Option.

          (l)     "Option"  means  a  stock option granted pursuant to the Plan.
                   ------

          (m)     "Optioned  Stock" means the Common Stock subject to an Option.
                   ---------------

          (n)     "Optionee"  means  an  Employee  who  receives  an  Option.
                   --------

          (o)     "Parent"  means  a  "parent  corporation",  whether  now  or
                   ------
hereafter  existing,  as  defined  in  Section  424(e)  of  the  Code.

          (p)     "Plan"  means  this  1999  Stock  Option  Plan.
                   ----

          (q)     "Share"  means  a  share  of  the Common Stock, as adjusted in
                   -----
accordance  with  Section  11  of  the  Plan.

          (r)     "Subsidiary"  means a "subsidiary corporation", whether now or
                   ----------
hereafter  existing,  as  defined  in  Section  424(f)  of  the  Code.

     3.     Stock  Subject to the Plan.  Subject to the provisions to Section 11
            --------------------------
of  the  Plan, the total number of Shares reserved and available for issuance is
the  number  equal  to the sum of (i) 2,300,000 and (ii) on the first day of any
fiscal  year,  the  number  equal  to  4%  of  the  sum  of the number of Shares
outstanding  as  of  the  last  business day preceding the first day of such new
fiscal  year  plus  the  number of shares subject to outstanding and unexercised
options (the "Percentage Increase"). The Percentage Increase shall be determined
annually  on the first day of each new fiscal year of the Company beginning with
fiscal  year  2000  and  ending  with  (and  including)  fiscal  year  2003.
Notwithstanding  the  preceding sentence, the maximum annual Percentage Increase
which  may  be  allocated  to  Incentive Stock Options in any single fiscal year
shall  be  1,900,000  Shares, for a maximum aggregate number of 9,900,000 Shares
allocable  to  Incentive  Stock  Options  under  the  Plan.

     Subject  to  Section  11 of the Plan, if any Shares that have been optioned
under  an Option cease to be subject to such Option (other than through exercise
of  the  Option),  or  if any Option granted hereunder is forfeited, or any such
award  otherwise  terminates  prior  to  the  issuance  of  Common  Stock to the
participant,  the  Shares  that  were  subject  to  such  Option  shall again be
available  for  distribution  in  connection with future Option grants under the
Plan.  Shares that have actually been issued under the Plan, upon exercise of an
Option,  shall  not  in  any  event be returned to the Plan and shall not become
available  for  future  distribution  under  the  Plan.

     4.     Administration  of  the  Plan.
            -----------------------------

          (a)     Procedure.
                  ---------

               (i)     Multiple  Administrative  Bodies.  The  Plan  may  be
                       --------------------------------
administered by different bodies with respect to Directors, Officers who are not
Directors,  and  Employees  who  are  neither  Directors  nor  Officers.


                                      - 2 -
<PAGE>
               (ii)     Administration  With  Respect  to Directors and Officers
                        --------------------------------------------------------
Subject  to  Section 16(b).  With respect to Option grants made to Employees who
--------------------------
are also Officers or Directors subject to Section 16(b) of the Exchange Act, the
Plan  shall  be  administered  by (A) the Board, if the Board may administer the
Plan  in  compliance  with  the  rules  governing a plan transaction intended to
qualify  as  an  exempt  transaction  under Rule 16b-3 and/or in accordance with
Section 162(m) of the Code, or (B) a Committee (or Committees) designated by the
Board  to  administer  the  Plan, which Committee shall be constituted to comply
with  the  rules  governing  a plan transaction intended to qualify as an exempt
transaction  under  Rule  16b-3  and/or in accordance with Section 162(m) of the
Code.  Once  appointed, such Committee shall continue to serve in its designated
capacity until otherwise directed by the Board.  From time to time, as the Board
deems  appropriate (and for the purposes of satisfying Rule 16b-3 and/or Section
162(m)),  it  may  increase  the  size  of  the Committee and appoint additional
members, remove members (with or without cause) and substitute new members, fill
vacancies  (however  caused),  and  remove  all  members  of  the  Committee and
thereafter  directly  administer  the  Plan  .

               (iii)     Administration  With  Respect  to  Other Persons.  With
                         ------------------------------------------------
respect  to  Option  grants  made  to  Employees  who  are neither Directors nor
Officers  of the Company, the Plan shall be administered by (A) the Board or (B)
a  committee  designated  by  the Board, which committee shall be constituted in
such  a  manner  as  to  satisfy  the  legal  requirements  relating  to  the
administration  of  stock  option  plans,  if  any,  of state corporate law, the
relevant stock exchange and the Code  (the "Applicable Rules").  Once appointed,
such  Committee  shall serve in its designated capacity until otherwise directed
by  the  Board.  The  Board  may  increase the size of the Committee and appoint
additional  members,  remove  members (with or without cause) and substitute new
members,  fill  vacancies  (however  caused),  and  remove  all  members  of the
Committee  and  thereafter  directly  administer  the  Plan,  all  to the extent
permitted  by  the  Applicable  Rules.

          (b)     Powers of the Administrator.  Subject to the provisions of the
                  ---------------------------
Plan,  and  in the case of a Committee, subject to the specific duties delegated
by  the  Board to such Committee, the Administrator shall have the authority, in
its  discretion:

               (i)      to determine  the Fair Market Value of the Common Stock,
in  accordance  with  Section  8(b)  of  the  Plan;

               (ii)     to  select  the Employees to whom Options may be granted
hereunder;

               (iii)    to  determine  whether  and  to what extent Options are
granted  hereunder;

               (iv)     to  determine the number of shares of Common Stock to be
covered  by  each  Option  granted  hereunder;

               (v)      to approve forms of agreement for use under the Plan;

               (vi)     to  determine the terms and conditions, not inconsistent
with  the  terms  of  the  Plan, of any award granted hereunder.  Such terms and
conditions  include,  but  are  not  limited to, the exercise price, the time or
times  when  Options  may  be  exercised  (which  may  be  based  on performance
criteria),  any  vesting  acceleration or waiver of forfeiture restrictions, and
any restriction or limitation regarding any Option or the shares of Common Stock
relating  thereto,  based  in each case on such factors as the Administrator, in
its  sole  discretion,  shall  determine;


                                      - 3 -
<PAGE>
               (vii)     to  construe  and  interpret  the terms of the Plan and
awards  granted  pursuant  to  the  Plan;

               (viii)    to  prescribe, amend and rescind rules and regulations
relating  to  the  Plan;

               (ix)      to  modify  or  amend  each  Option (subject to Section
14(b) of the Plan);

               (x)     to  authorize  any  person  to  execute  on behalf of the
Company  any  instrument  required  to  effect the grant of an Option previously
granted  by  the  Administrator;

               (xi)     to  determine  and  recommend  the  terms  of any Option
exchange  program  or  repricing program for Options granted under the Plan, and
subject  to  prior  stockholder  approval,  to  institute and implement any such
program;

               (xii)     to  determine  the terms and restrictions applicable to
Options;  and

               (xiii)     to  make  all other determinations deemed necessary or
advisable  for  administering  the  Plan.

          (c)     Effect  of  Administrator's  Decision.  The  Administrator's
                  -------------------------------------
decisions,  determinations and interpretations shall be final and binding on all
Optionees  and  any  other  holders  of  Options.

     5.     Eligibility.
            -----------

          (a)     Nonstatutory Stock Options and Incentive Stock Options  may be
granted  to  only  to  Employees.

          (b)     Each  Option  shall  be  designated  in  the  written  option
agreement  as  either  an Incentive Stock Option or a Nonstatutory Stock Option.
However,  notwithstanding  such  designations, to the  extent that the aggregate
Fair  Market  Value  of  the  Shares with respect to which Options designated as
Incentive  Stock  Options  are  exercisable  for  the first time by any Optionee
during any calendar year (under all plans of the Company) exceeds $100,000, such
Options  shall  be  treated  as  Nonstatutory  Stock  Options.

          (c)     For  purposes  of  Section  5(b),  Options shall be taken into
account  in  the  order in which they were granted, and the Fair Market Value of
the  Shares  shall  be determined as of the time the Option with respect to such
Shares  is  granted.

          (d)     Nothing  in  the  Plan  or  any Option granted hereunder shall
confer  upon  any Optionee any right with respect to continuation of  employment
or  consulting  relationship with the Company, nor shall it interfere in any way
with  the Optionee's right or the Company's right to terminate his employment or
consulting  relation-ship  at  any  time,  with  or  without  cause.

          (e)     The  following limitations shall apply to grants of Options to
Employees:

               (i)  No  Employee  shall  be  granted,  in any fiscal year of the
Company,  Options  to  purchase  more  than  1,000,000  Shares.

               (ii)  In  connection  with  his  or  her  initial  employment, an
Employee may be granted Options to purchase up to an additional 2,000,000 Shares
which  shall  not  count  against  the  limit set forth in subsection (i) above.


                                      - 4 -
<PAGE>
               (iii) The foregoing limitations shall be adjusted proportionately
in  connection  with  any change in the Company's capitalization as described in
Section  11.

               (iv)  If  an  Option  is cancelled in the same fiscal year of the
Company  in  which  it  was granted (other than in connection with a transaction
described  in  Section  11),  the  cancelled Option shall be counted against the
limit set forth in subsection (i) above. For this purpose, if the exercise price
of an Option is reduced, such reduction will be treated as a cancellation of the
Option  and  the  grant  of  a  new  Option."

     6.     Term  of  Plan.  The  term  of  the  Plan  shall  be ten (10) years,
            --------------
commencing  on  August 31, 1999 and terminating on August 31, 2009 unless sooner
terminated  under  Section  13  of  the  Plan.

     7.     Term  of  Option.  The term of each Option shall be no more than ten
            ----------------
(10)  years  from the date of grant.  However, in the case of an Incentive Stock
Option  granted  to  an  Optionee who, at the time the Incentive Stock Option is
granted,  owns  stock  representing  more  than ten  percent (10%) of the voting
power  of  all  classes of stock of the Company or any Parent or Subsidiary, the
term of the Incentive Stock Option shall be no more than five (5) years from the
date  of  grant.

     8.     Exercise  Price  and  Consideration.
            -----------------------------------

          (a)     The  per Share exercise price  under each Option shall be such
price as  is  determined  by  the  Board,  subject  to  the  following:

                    (i)     In  the  case  of  an  Incentive  Stock  Option

                         (A)     granted  to an Employee who, at the time of the
grant  of  such  Incentive  Stock  Option, owns stock representing more than ten
percent  (10%) of the voting power of all classes of stock of the Company or any
Parent or Subsidiary, the per Share exercise price shall be no less than 110% of
the  Fair  Market  Value  per  Share  on  the  date  of  grant.

                         (B)     granted to any Employee, the per Share exercise
price  shall be no less than 100% of the Fair Market Value per Share on the date
of  grant.

                              (ii)     In  the  case  of  a  Nonstatutory  Stock
Option  the  per  Share  exercise  price  shall be no less than 100% of the Fair
Market  Value  per  Share  on  the  date  of  grant.

For  purposes  of  this  Section 8(a), in the event that an Option is amended to
reduce the exercise price, the date of grant of such Option shall there-after be
considered  to  be  the  date  of  such  amendment.

          (b)     The Fair Market Value shall be determined by the Board in good
faith;  provided,  however,  that  where there is a public market for the Common
Stock,  the  Fair  Market Value per Share shall be the mean of the bid and asked
prices  (or  the  closing  price  per share if the Common Stock is listed on the
National  Association  of  Securities  Dealers  Automated  Quotation  ("NASDAQ")
National  Market  System) of the Common Stock for the date of grant, as reported
in the Wall Street Journal (or, if not so reported, as otherwise reported by the
NASDAQ  System) or, in the event the Common Stock is listed on a stock exchange,
the  Fair  Market Value per Share shall be the closing price on such exchange on
the  date  of  grant  of  the  Option,  as  reported in the Wall Street Journal.


                                      - 5 -
<PAGE>
          (c)     The  Administrator  shall  determine  the  acceptable  form of
consideration for exercising an Option, including the method of payment.  In the
case  of  an  Incentive  Stock  Option,  the  Administrator  shall determine the
acceptable  form  of consideration at the time of grant.  Such consideration may
consist  entirely  of:

               (i)      cash;

               (ii)     check;

               (iii)    promissory  note;

               (iv)     other  Shares  which  (A) in the case of Shares acquired
upon  exercise  of  an option, have been owned by the Optionee for more than six
months  on  the date of surrender, and (B) have a Fair Market Value on the date
of  surrender  equal  to  the aggregate exercise price of the Shares as to which
said  Option  shall  be  exercised;

               (v)     delivery  of a properly executed exercise notice together
with  such  other  documentation  as  the  Administrator  and  the  broker,  if
applicable,  shall  require  to effect an exercise of the Option and delivery to
the Company of the sale or loan  proceeds required to pay the exercise price and
any  tax  withholding  resulting  from  such  exercise;

               (vi)     any  combination of the foregoing methods of payment; or

               (vii)     such other consideration  and method of payment for the
issuance  of  Shares  to  the  extent  permitted  by  applicable  laws.

          (d)     Prior to  issuance  of  the Shares upon exercise of an Option,
the Optionee shall pay or make  adequate  provision  for  any  federal  or state
withholding  obligations  of  the  Company,  if  applicable.

     9.     Exercise  of  Option.
            --------------------

          (a)     Procedure  for  Exercise;  Rights as a Stockholder. Any Option
                  --------------------------------------------------
granted  hereunder  shall be exercisable at such times and under such conditions
as determined by the Board at the time of grant, including performance  criteria
with  respect  to  the  Company and/or the Optionee, and as shall be permissible
under  the  terms  of  the  Plan.

          An  Option  may  not  be  exercised  for  a  fraction  of  a  Share.

          An  Option shall be deemed to be exercised when written notice of such
exercise  has  been  given  to  the  Company in accordance with the terms of the
Option  by  the  person entitled to exercise the Option and full payment for the
Shares  with  respect  to which the Option is exercised has been received by the
Company.  Full  payment  may,  as  authorized  by  the  Board,  consist  of  any
consideration  and  method  of payment allowable under Section 8(c) of the Plan.
Until  the  issuance  (as evidenced by the appropriate entry on the books of the
Company  or  of  a  duly  authorized transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any
other  rights  as  a stockholder shall exist with respect to the Optioned Stock,


                                      - 6 -
<PAGE>
notwithstanding  the  exercise of the Option.  The Company shall issue (or cause
to be issued) such stock certificate as promptly as practicable upon exercise of
the  Option.  In  the event that the exercise of an Option is treated in part as
the  exercise  of  an  Incentive  Stock  Option and in part as the exercise of a
Nonstatutory  Stock  Option  pursuant to Section 5(b), the Company shall issue a
separate  stock  certificate  evidencing  the  Shares  treated  as acquired upon
exercise  of  an  Incentive  Stock  Option  and  a  separate  stock  certificate
evidencing  the Shares treated as acquired upon exercise of a Nonstatutory Stock
Option,  and  shall  identify  each  such  certificate  accordingly in its stock
transfer  records.  No adjustment will be made for a dividend or other right for
which  the  record  date  is  prior to the date the stock certificate is issued,
except  as  provided  in  Section  11  of  the  Plan.

          Exercise  of an Option in any manner shall result in a decrease in the
number  of  Shares  which thereafter may be avail-able, both for purposes of the
Plan  and  for  sale  under  the Option, by the number of Shares as to which the
Option  is  exercised.

          (b)     Termination  of  Status  as  an  Employee.  In  the  event  of
                  -----------------------------------------
termination of an Optionee's Continuous Status as an Employee  with the Company,
such  Optionee  may,  but  only  within  thirty (30) days after the date of such
termination  (or  such  other  period  as is set out by the Administrator in the
Option  Agreement, but in no event later than the expiration date of the term of
such  Option  as  set forth in the Option Agreement), exercise the Option to the
extent  that  Optionee  was  entitled  to  exercise  it  at  the  date  of  such
termination.  To  the  extent  that  Optionee  was  not entitled to exercise the
Option  at  the  date of such termination, or if Optionee does not exercise such
Option  to  the  extent so entitled within the time specified herein, the Option
shall  terminate.

          (c)     Disability  of  Optionee.  Notwithstanding  the  provisions of
                  ------------------------
Section  9(b)  above,  in  the  event of termination of an Optionee's Continuous
Status  as  an  Employee  as  a result of his total and permanent disability (as
defined  in  Section  22(e)(3)  of the Code), he may  exercise his Option to the
extent  he  was  entitled to exercise it at the date of such termination  within
six  (6)  months  from  the date of such termination (or such other period as is
specified in the grant, but in no event later than the date of expiration of the
term  of  such Option as set forth in the Option Agreement).  To the extent that
the Optionee was not entitled to exercise the Option at the date of termination,
or  does  not  exercise  such Option (to the extent exercisable) within the time
specified  herein,  the  Option  shall  terminate.

          (d)     Death  of Optionee.  Notwithstanding the provisions of Section
                  ------------------
9(b)  above,  in  the  event  of  the  death  of  an  Optionee:

               (i)     during  the term of the Option, who is at the time of his
death an Employee of the Company and who shall have been in Continuous Status as
an  Employee since the date of grant of the Option, the Option may be exercised,
at  any  time  within six (6) months following the date of death ((or such other
period  as  is  specified  in  the grant, but in no event later than the date of
expiration  of the term of such Option as set forth in the Option Agreement), by
the  Optionee's  estate  or  by  a person who acquired the right to exercise the
Option  by  bequest  or inheritance, by the Optionee's estate or by a person who
acquired  the  right to exercise the Option by bequest or inheritance, as to all
of  the  Optioned  Stock, including Shares as to which it would not otherwise be
exercisable,  and  such  Shares  shall  be  fully  vested and not subject to any
repurchase  option;  or

               (ii)     during the post-termination exercise period specified in
the  grant  with  respect to terminations under Section 9(b) above,  at any time
within  six  (6)  months following the date of death (or such other period as is
determined  by  the  Administrator,  but  in  no  event  later  than the date of
expiration  of the term of such Option as set forth in the Option Agreement), by
the  Optionee's  estate  or  by  a person who acquired the right to exercise the
Option  by  bequest  or  inheritance,  but  only  to  the extent of the right to
exercise  that  had  accrued  at  the  date  of  termination.


                                      - 7 -
<PAGE>
     10.     Non-Transferability  of  Options. Except as otherwise designated by
             --------------------------------
the  Administrator,  an Option may not be sold, pledged, assigned, hypothecated,
transferred,  or  disposed of in any manner other than by will or by the laws of
descent  or  distribution  and  may  be  exercised,  during  the lifetime of the
Optionee,  only  by  the  Optionee.

     11.     Adjustments  Upon  Changes  in Capitalization, Dissolution, Merger,
             -------------------------------------------------------------------
             Asset Sale or Change of Control.
             -------------------------------

          (a)     Changes  in Capitalization.  Subject to any required action by
                  --------------------------
the stockholders of the Company, the number of shares of Common Stock covered by
each  outstanding  Option,  and  the number of shares of Common Stock which have
been  authorized for issuance under the Plan but as to which no Options have yet
been  granted  or  which  have  been  returned  to the Plan upon cancellation or
expiration  of an Option, as well as the price per share of Common Stock covered
by  each  such  outstanding  Option,  shall  be proportionately adjusted for any
increase  or  decrease  in the number of issued shares of Common Stock resulting
from  a  stock  split,  reverse  stock  split,  stock  dividend,  combination or
reclassification  of  the Common Stock, or any other increase or decrease in the
number  of  issued  shares  of  Common  Stock  effected  without  receipt  of
consideration  by  the  Company;  provided,  however,  that  conversion  of  any
convertible securities of the Company shall not be deemed to have been "effected
without  receipt  of consideration." Such adjustment shall be made by the Board,
whose  determination  in  that  respect  shall be final, binding and conclusive.
Except  as  expressly  provided  herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the  number  or  price  of  shares  of  Common  Stock  subject  to  an  Option.

          (b)     Dissolution  or  Liquidation.  In  the  event  of the proposed
                  ----------------------------
dissolution  or liquidation of the Company, to the extent that an Option has not
been  previously  exercised,  it  will  terminate  immediately  prior  to  the
consummation  of  such  proposed  action.  The Board may, in the exercise of its
sole discretion in such instances, declare that any Option shall terminate as of
a  date  fixed  by the Board and give each Optionee the right to exercise his or
her  Option  as to all or any part of the Optioned Stock, including Shares as to
which  the  Option  would  not  otherwise  be  exercisable.

          (c)     Merger or Asset Sale.  In the event of a merger of the Company
                  --------------------
with  or into another corporation or the sale of substantially all of the assets
of  the  Company:

               (i)     Each outstanding Option shall be assumed or an equivalent
option substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation.  Any Shares subject to a repurchase option of the Company
shall  be  exchanged  for  the  consideration  (whether  stock,  cash,  or other
securities  or  property) received in the merger or asset sale by the holders of
the Common Stock for the successor corporation or a parent or subsidiary of such
successor  corporation  for  each  Share  held  on  the  effective  date  of the
transaction  and  such  consideration  shall,  in  the case of securities of the
successor  corporation,  be subject to a repurchase option with terms consistent
to  the  Company's repurchase option and in the case of any other property shall
be  subject to vesting according to the schedule for the lapse of the repurchase
option.


                                      - 8 -
<PAGE>
               (ii)     In  the  event that the successor corporation refuses to
assume  or  substitute  for  the  Option,  the  Optionee shall have the right to
exercise  the  Option  as  to  all of the Optioned Stock, including Shares as to
which  it  would  not  otherwise  be exercisable, and such Shares shall be fully
vested  and  not  subject  to  any  repurchase  option.  In  the  event that the
successor  corporation  fails  to assume the restricted stock purchase agreement
pursuant  to  which  the  Optionee  purchased  unvested  Shares,  the  Company's
repurchase  option  shall  lapse  and  the  shares shall be fully vested.  If an
Option  is  exercisable  in lieu of assumption or substitution in the event of a
merger  or  sale of assets, the Administrator shall notify the Optionee that the
Option  shall  be  fully  exercisable for a period of fifteen (15) days from the
date  of such notice, and the Option shall terminate upon the expiration of such
period.  For  the  purposes  of  this  paragraph, the Option shall be considered
assumed if, following the merger or sale of assets, the option confers the right
to  purchase  or receive, for each Share of Optioned Stock subject to the Option
immediately  prior  to  the merger or sale of assets, the consideration (whether
stock,  cash, or other securities or property) received in the merger or sale of
assets  by  holders of Common Stock for each Share held on the effective date of
the transaction (and if holders were offered a choice of consideration, the type
of consideration chosen by the holders of a majority of the outstanding Shares);
provided,  however, that if such consideration received in the merger or sale of
assets  was  not solely Common Stock of the successor corporation or its Parent,
the  Administrator  may,  with the consent of the successor corporation, provide
for  the  consideration to be received upon the exercise of the Option, for each
Share  of Optioned Stock subject to the Option, to be solely common stock of the
successor  corporation or its Parent equal in Fair Market Value to the per share
consideration  received  by  holders  of  Common  Stock in the merger or sale of
assets.

     12.     Stock  Withholding to Satisfy Withholding Tax  Obligations.  At the
             ----------------------------------------------------------
discretion  of  the Administrator, Optionees may satisfy withholding obligations
as  provided  in  this  paragraph.  When  an  Optionee  incurs  tax liability in
connection with the exercise of an Option, which tax liability is subject to tax
withholding  under applicable tax laws, and the Optionee is obligated to pay the
Company  an  amount  required  to  be  withheld  under  applicable tax laws, the
Optionee  may  satisfy  the  withholding tax obligation by elect-ing to have the
Company  withhold  from the Shares to be issued upon exercise of the Option that
number  of  Shares having a Fair Market Value equal to the amount required to be
withheld.  The  Fair  Market  Value  of  the  Shares  to  be  withheld  shall be
determined  on the date that the amount of tax to be withheld is determined (the
"Tax  Date").

     All elections by an Optionee to have Shares withheld for this purpose shall
be  made  in  writing  in  a  form  acceptable to the Administrator and shall be
subject  to  the  following  restrictions:

     (a)  the  election  must  be  made  on or prior to the applicable Tax Date;

     (b)  once  made,  the  election  shall be irrevocable  as to the particular
Shares  of  the  Option  as  to  which  the  election  is  made;

     (c)  all  elections  shall  be subject to the consent of the Administrator;

     (d)  if  the  Optionee  is  subject to Rule 16b-3, the election must comply
with  the  applicable  provisions  of  Rule  16b-3  and shall be subject to such
additional  conditions  or restrictions as may be required thereunder to qualify
for  the  maximum  exemption from Section 16 of the Exchange Act with respect to
Plan  transactions.

     In  the  event  the election to have Shares withheld is made by an Optionee
and the Tax Date is deferred under Section 83 of the Code because no election is
filed  under  Section  83(b)  of  the  Code, the Optionee shall receive the full
number of Shares with respect to which the Option is exercised but such Optionee
shall  be  unconditionally  obligated  to tender  back to the Company the proper
number  of  Shares  on  the  Tax  Date.


                                      - 9 -
<PAGE>
     13.     Time  of  Granting  Options.  The date of grant of an Option shall,
             ---------------------------
for  all  purposes,  be  the  date  on  which  the Board makes the determination
granting  such  Option.  Notice  of  the  determination  shall  be given to each
Employee  to  whom  an  Option  is so granted within a reasonable time after the
date  of  such  grant.

     14.     Amendment  and  Termination  of  the  Plan.
             ------------------------------------------

(a)     Amendment  and  Termination.  The  Board may amend or terminate the Plan
        ---------------------------
from  time  to  time  in such respects as the Board may deem advisable; provided
that  the  following  changes  shall require approval of the stockholders of the
Company  in  the  manner  described  in  Section 18 of the Plan (i) revisions or
amendments  to  increase  the  number of Shares in the Share Pool (other than in
connection with an adjustment under Section 11 of the Plan); (ii) changes in the
designation of the class of persons eligible to be granted Options  and/or (iii)
the  reduction  of  the  exercise  price  of any Option to the then current Fair
Market Value if the Fair Market Value of the Common Stock covered by such Option
shall  have  declined  since  the  date  the  Option  was  granted.

          (b)     Effect  of  Amendment  or  Termination.  Any such amendment or
                  --------------------------------------
termination  of  the  Plan  shall  not  affect  Options already granted and such
Options  shall  remain  in  full  force  and effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the Optionee and
the Board, which agreement must be in writing and signed by the Optionee and the
Company.

     15.     Conditions  Upon  Issuance  of  Shares.  Shares shall not be issued
             --------------------------------------
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance  and  delivery  of  such  Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933,  as  amended,  the  Exchange  Act,  the  rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the Shares may
then  be listed, and shall be further subject to the approval of counsel for the
Company  with  respect  to  such  compliance.

          As  a  condition to the exercise of an Option, the Company may require
the  person  exercising  such Option to represent and warrant at the time of any
such  exercise  that  the  Shares  are  being  purchased only for investment and
without  any  present  intention  to  sell  or distribute such Shares if, in the
opinion  of counsel for the Company, such a representation is required by any of
the  aforementioned  relevant  provisions  of  law.

     16.     Reservation  of Shares.  The Company, during the term of this Plan,
             ----------------------
will  at  all times reserve and keep available such number of Shares as shall be
sufficient  to  satisfy  the  requirements  of  the  Plan.  The inability of the
Company  to obtain authority from any regulatory body having jurisdiction, which
authority  is  deemed  by  the  Company's  counsel to be necessary to the lawful
issuance  and  sale  of  any  Shares hereunder, shall relieve the Company of any
liability  in  respect  of  the failure to issue or sell such Shares as to which
such  requisite  authority  shall  not  have  been  obtained.

     17.     Option  Agreement.  Options  shall  be  evidenced by written option
             -----------------
agreements  in  such  form  as  the  Board  shall  approve.


                                     - 10 -
<PAGE>
     18.     Stockholder Approval. Any required stockholder approval obtained at
             --------------------
a  duly  held  stockholders' meeting, may be obtained by the affirmative vote of
the  holders  of  a majority of the outstanding Shares of the Company present or
represented  and  entitled  to  vote  thereon.


                                     - 11 -
<PAGE>
                                                        MERCURY INTERACTIVE CORP
                                                        1325  BORREGAS  AVENUE
                                                        SUNNYVALE, CA 94089
                                                        (408) 822-5324

              NOTICE OF GRANT OF STOCK OPTIONS AND OPTION AGREEMENT

     [NAME OF OPTIONEE]                       OPTION NUMBER:  0000_____
     [ADDRESS]                                PLAN:           1999
                                              ID:             _________

Effective  [date],  you  have  been  granted  a(n) Incentive Stock Option to buy
[number of shares] shares of Mercury Interactive Corporation (the Company) stock
at  $  [price]  per  share.

The  total  option  price  of  the  shares granted  is  $[total price].

Shares  in each period will become fully vested on the date shown.

Shares               Vest Type     Full Vest               Expiration

[number of shares]   Annually      __/__/__          [10 years from Grant Date]
[number of shares]   Monthly       __/__/__          [10 years from Grant Date]
[number of shares]   Monthly       __/__/__          [10 years from Grant Date]
[number of shares]   Monthly       __/__/__          [10 years from Grant Date]


By  your  signature and the Company's signature below, you and the Company agree
that these options are granted under and governed by the terms and conditions of
the  Company's Stock Option Plan as amended, the Option Agreement and the Notice
of  Beneficiary,  all  of  which  are attached and made a part of this document.



Mercury Interactive Corporation                  Date


______________________________                   Date
Signature  of  Optionee


                                     - 12 -
<PAGE>
                          EXHIBIT A TO NOTICE OF GRANT
                          ----------------------------

                             STOCK OPTION AGREEMENT

                     FOR THE MERCURY INTERACTIVE CORPORATION
                   AMENDED AND RESTATED 1999 STOCK OPTION PLAN

     1.  Grant  of  Option.  Mercury  Interactive  Corporation,  a  Delaware
         -----------------
corporation  ("the Company"), has granted to the Optionee named in the Notice of
Grant  (the  "Optionee"), an option (the "Option") to purchase a total number of
shares  of  Common Stock (the "Shares") set forth in the Notice of Grant, at the
exercise  price  per  share  set  forth  in  the  Notice of Grant (the "Exercise
Price"), and in all respects subject to the terms, definitions and provisions of
the  Amended  and  Restated  1999  Stock Option Plan (the "Plan") adopted by the
Company,  which  is  incorporated herein by reference.  Unless otherwise defined
herein,  the  terms  defined  in  the  Plan shall have the same defined meanings
herein.

     If designated an Incentive Stock Option, this Option is intended to qualify
as  an  Incentive  Stock  Option  as  defined  in  Section  422  of  the  Code.

     2.  Exercise  of  Option.  This Option shall be exercisable during its term
         ---------------------
in  accordance  with  the  provisions  of  Section  9  of  the  Plan as follows:

          (a)  Right  to  Exercise.
               --------------------

               (i)  Subject  to  subsections  2  (a) (ii), (iii) and (iv) below,
this  Option  shall  be  exercisable cumulatively, as set forth in the Notice of
Grant;  provided,  however,  that  the  vesting schedule shall temporarily cease
during  any  period  of  time  that  the  Optionee's employment is subject to an
approved  leave  of  absence  in  excess  of  thirty  (30)  days and recommences
thereafter.  This  Option may be exercised in whole or in part at any time as to
Shares  which have not yet vested under the vesting schedule; provided, however,
that  the Optionee shall execute as a condition to such exercise of this Option,
the  Restricted  Stock  Purchase  Agreement  attached  hereto  as  Exhibit  A.

               (ii)  This Option may not be exercised for a fraction of a share.

               (iii)  In  the  event  of  Optionee's  death, disability or other
termination  of  employment,  the  exercisability  of  the Option is governed by
Sections  5,  6  and 7 below, subject to the limitations contained in subsection
2(a)(iv).

               (iv)  In  no event may this Option be exercised after the date of
expiration  of  the  term  of  this  Option  as  set  forth  in Section 9 below.

          (b)  Method  of Exercise.  This Option shall be exercisable by written
notice  which  shall  state  the  election to exercise the Option, the number of
Shares  in  respect  of  which  the  Option  is  being exercised, and such other
representations  and  agreements  with respect to such Shares of Common Stock as
may  be  required  by  the Company pursuant to the provisions of the Plan.  Such
written  notice shall be signed by the Optionee and shall be delivered in person
or  by certified mail to the Secretary of the Company.  The written notice shall
be accompanied by payment of the Exercise Price.  This Option shall be deemed to
be  exercised upon the receipt by the Company of such written notice accompanied
by  the  Exercise  Price.


                                     - 13 -
<PAGE>
     No  share  will be issued pursuant to the exercise of an Option unless such
issuance  and such exercise shall comply with all relevant provisions of law and
the requirements of any stock exchange upon which the Shares may then be listed.
Assuming such compliance, for income tax purposes the Shares shall be considered
transferred  to  the  Optionee on the date on which the Option is exercised with
respect  to  such  Shares.

     3.  Method  of  Payment.
         -------------------

          (a)     FORMS  OF  CONSIDERATION  AUTHORIZED.  Payment of the Exercise
Price  shall  consist  of:  (i)  cash;  (ii) check; (iii) by means of a Cashless
Exercise,  as  defined  in  this Section 3(b); or (iv) by any combination of the
foregoing.

          (b)     A  "CASHLESS  EXERCISE"  means  the  assignment  in  a  form
acceptable to the Company of the proceeds of a sale or loan with respect to some
or  all of the shares of Stock acquired upon the exercise of the Option pursuant
to  a  program  or  procedure  approved  by  the  Company  (including,  without
limitation, through an exercise complying with the provisions of Regulation T as
promulgated  from  time to time by the Board of Governors of the Federal Reserve
System).  The  Company  reserves,  at  any  and  all  times,  the  right, in the
Company's  sole  and absolute discretion, to decline to approve or terminate any
such  program  or  procedure.

     4.  Restrictions  on Exercise.  This Option may not be exercised until such
         -------------------------
time as the Plan has been approved by the stockholders of the company, or if the
issuance  of  such  Shares  upon  such  exercise  or  the  method  of payment of
consideration  for  such  shares  would constitute a violation of any applicable
federal or state securities or other law or regulation, including any rule under
Part  207  of  Title  12  of the Code of Federal Regulations ("Regulation G") as
promulgated  by  the  Federal  Reserve Board.  As a condition to the exercise of
this  Option,  the  Company  may require Optionee to make any representation and
warranty  to the Company as may be required by any applicable law or regulation.

     5.  Termination  of  Status as an Employee.  In the event of termination of
         ---------------------------------------
Optionee's  Continuous  Status as an Employee, the Optionee may, but only within
thirty  days  after the date of such termination (but in no event later than the
date  of expiration of the term of this Option as set forth in Section 9 below),
exercise  this Option to the extent exercisable at the date of such termination.
To  the  extent this Option was not exercisable at the date of such termination,
or  if  the  Optionee  does  not  exercise this Option within the time specified
herein,  the  Option  shall  terminate.

     6.  Disability  of  Optionee.  Notwithstanding  the provisions of Section 5
         -------------------------
above,  in  the  event  of  termination  of  Optionee's  Continuous Status as an
Employee as a result of Optionee's total and permanent disability (as defined in
Section  22  (e)  (3) of the Code), the Optionee may, but only within six months
days  from the date of termination of employment (but in no event later than the
date  of expiration of the term of this Option as set forth in Section 9 below),
exercise  this Option to the extent exercisable at the date of such termination.
To the extent that the Option was not exercisable at the date of termination, or
if  the Optionee does not exercise such Option within the time specified herein,
the  Option  shall  terminate.


                                     - 14 -
<PAGE>
     7.  Death  of  Optionee.  In  the  event  of  the  death  of  Optionee:
         -------------------

               (a)  during  the term of this Option and while an Employee of the
Company  and  having  been in continuous status as an Employee since the date of
grant of the Option, the Option may be exercised in full even as to shares which
otherwise  would  not  have been vested, at any time within six months following
the date of death (but in no event later than the date of expiration of the term
of  this  Option  as set forth in Section 9 below), by Optionee's estate or by a
person  who  acquired  the  right  to  exercise;  or

          (b)  within thirty days after the termination of Optionee's Continuous
Status  as  an  Employee,  the  Option  may be exercised, at any time within six
months  following  the  date  of  death  (but in no event later than the date of
expiration  of  the  term  of  this  Option as set forth in Section 9 below), by
Optionee's  estate  or by a person who acquired the right to exercise the Option
by  bequest or inheritance, but only to the extent of the right to exercise what
had  accrued  at  the  date  of  termination.

     8.  Non-Transferability of Option; Successors and Assigns.  This Option may
         ------------------------------------------------------
not  be  transferred  in  any  manner  otherwise  than by will or by the laws of
descent  or  distribution  and  may be exercised during the lifetime of Optionee
only  by  him.  The  terms  of  this Option shall be binding upon the executors,
administrators,  heirs,  successors  and  assigns  of  the  Optionee.

     9.  Term  of  Option.  This  Option may not be exercised more than ten (10)
         -----------------
years  (five  years if Optionee owns, immediately before this Option is granted,
stock  representing  more  than 10 percent of the total combined voting power of
all  classes  of  stock  of the Company or of any Parent or Subsidiary) from the
date  of  grant  of  this  Option, and may be exercised during such term only in
accordance  with  the  Plan  and  the  terms  of  this  Option.

     10.  Taxation  Upon  Exercise  of  Option.  Optionee understands that, upon
          ------------------------------------
exercising  a Nonstatutory Stock Option, he or she will recognize income for tax
purposes  in  an amount equal to the excess of the then fair market value of the
Shares  over  the  Exercise  Price, and that if the Optionee is an employee, the
Company  will  be  required  to withhold federal and state taxes from Optionee's
compensation,  or  collect  withholding  taxes  from  Optionee  at  the  time of
exercise.  Optionee understands that if the Option qualifies as an ISO, upon the
exercise  of  the  Option,  the  excess, if any, of the fair market value of the
Shares  on  the  date  of exercise over the Exercise Price will be treated as an
adjustment  to  the  alternative  minimum  tax  for federal tax purposes and may
subject  the  Optionee  to  the alternative minimum tax in the year of exercise.
Optionee  acknowledges  that he or she has been given the opportunity to consult
and  is  relying solely on tax and legal counsel of his or her own choosing with
regard  to  the  exercise  of  his  or  her  Option.

     11.  Notice  of  Disqualifying  Disposition  of  ISO Shares.  If the Option
          -------------------------------------------------------
granted  to  Optionee  herein  is  an  ISO,  and  if Optionee sells or otherwise
disposes of any of the Shares acquired pursuant to ISO on or before the later of
(1)  the  date two years after the Date of Grant, or (2) the date one year after
the  date  of  exercise, Optionee hereby agrees to notify the Company in writing
                         -------------------------------------------------------
within  30  days  after  the date of any such disposition.  Optionee agrees that
---------------------------------------------------------
Optionee  may  be  subject  to  income  tax  withholding  by  the Company on the
compensation  income  recognized  by  the Optionee from the early disposition by
payment  in  cash or out of the current earnings paid to the Optionee.  Optionee
understands  that if he disposes of such shares at any time after the expiration
of  such  two-year  and  one-year holding periods, any gain on such sale will be
taxed  as  long-term  capital  gain.


                                     - 15 -
<PAGE>
     12.  Section  83  (b)  Election  For  Alternative Minimum Tax for Incentive
          ----------------------------------------------------------------------
Stock  Options.  Optionee  hereby  acknowledges  that Optionee has been informed
--------------
that  if  he or she exercises an incentive stock option as to "unvested shares,"
unless  an  83  (b)  election is filed by the Optionee with the Internal Revenue
Service  within  30  days  of  the  purchase of the Shares, the Optionee will be
         ----------------
required  to include (for alternative minimum tax purposes only) an amount equal
to  the  excess,  if  any of the fair market value of the Shares at the time the
shares  vest  over  the  Exercise  Price  for  such  shares.  For  this purpose,
"unvested" shares include shares purchased by certain persons who are subject to
Section  16  of  the  Securities Exchange Act of 1934 and shares as to which the
Company  retains  a  right  to repurchase unvested shares at the Optionee's cost
upon  the  Optionee's  termination  of employment with the Company.  Optionee is
encouraged  and  advised to consult tax advisors in connection with the purchase
of  the  Shares  as  to  the  advisability of filing an election for alternative
minimum  tax  purposes  under  Section  83  (b).  OPTIONEE  HEREBY  ASSUMES  ALL
RESPONSIBILITY FOR FILING SUCH ELECTION AND PAYING ANY TAXES RESULTING FROM SUCH
ELECTION  OR  THE  VESTING  LAPSE  OF  SUCH  SHARES.

     13.     Designation  of  Beneficiary.  The Employee shall have the right to
             ----------------------------
appoint any individual or legal entity in writing, on Exhibit B to the Notice of
Grant,  as  his  or  her  beneficiary  to  receive any Option (to the extent not
previously  exercised  or  forfeited)  under  this Agreement upon the Employee's
death.  Such  designation under this Agreement may be revoked by the Employee at
any time and a new beneficiary may be appointed by the Employee by execution and
submission  to  the  Stock Administration Department of the Company of a revised
Exhibit  B  to  this  Agreement.  In  order  to  be  effective, a designation of
beneficiary  must  be completed by the Employee on Exhibit B and received by the
Stock  Administration  Department  of  the  Company,  prior  to  the date of the
Employee's death. In the absence of such designation, the Employee's beneficiary
shall  be  the  person designated under the Employee's will or as defined by the
applicable  state  laws  of  the  decedent's  distribution.

     OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES SUBJECT TO THIS
OPTION  IS  EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT
THROUGH  THE  ACT  OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES
HEREUNDER).  OPTIONEE  FURTHER  ACKNOWLEDGES  AND  AGREES  THAT  NOTHING IN THIS
AGREEMENT,  NOR  IN THE COMPANY'S STOCK OPTION PLAN WHICH IS INCORPORATED HEREIN
BY  REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION
OF  EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH HIS OR HER
RIGHT  OR  THE  COMPANY'S  RIGHT TO TERMINATE HIS OR HER EMPLOYMENT AT ANY TIME,
WITH  OR  WITHOUT  CAUSE.


                                     - 16 -
<PAGE>
                          EXHIBIT B TO NOTICE OF GRANT
                          ----------------------------

                     NOTICE OF STOCK OPTION BENEFICIARY(IES)
                     FOR THE MERCURY INTERACTIVE CORPORATION
                   AMENDED AND RESTATED 1999 STOCK OPTION PLAN

     If  I shall cease to be an Employee of Mercury Interactive Corporation (the
"Company"), or of a Parent or a Subsidiary of the Company by reason of my death,
or  if  I  shall  die  after I have terminated my employment with the Company, a
Parent  or a Subsidiary, but, prior to the expiration of the Option (as provided
in  the  Notice  of  Grant  and  Stock Option Agreement), then all rights to the
Option  granted  under  the  Notice  of  Grant and Stock Option Agreement that I
hereby hold upon my death, to the extent not previously terminated or forfeited,
shall be transferred in the manner provided for in the Plan and the Agreement to
the following beneficiary(ies) as well as the obligation to make the payments of
the  exercise price of such stock options due to Mercury Interactive Corporation
upon  the  exercise  of  any  such  options:

NAME  OF  BENEFICIARY  (Please  print):

     ______________________________________________________
     (First)               (Middle)               (Last)

____________________________     __________________________________________
(Relationship)
                                 __________________________________________

_________________                __________________________________________
% for Beneficiary                              (Address)

NAME  OF  BENEFICIARY  (Please  print):

     ______________________________________________________
     (First)               (Middle)               (Last)

____________________________     __________________________________________
(Relationship)
                                 __________________________________________

_________________                __________________________________________
% for Beneficiary                              (Address)

Unless  otherwise  specified in writing above, the rights to my Options shall be
divided  equally  among  all  of  the  above  named  beneficiaries.

Employee's  Social  Security  Number:  _____________________________________

Employee's  Address:          ______________________________________________

                              ______________________________________________

I  UNDERSTAND  THAT  THIS DESIGNATION OF BENEFICIARY(IES) SHALL REMAIN IN EFFECT
UNLESS  TERMINATED  IN  WRITING  BY  ME.

Dated:  __________________          ____________________________________
                                           Signature of Employee


                                     - 17 -
<PAGE>