Exhibit 4.2

            AMENDED AND RESTATED 2000 SUPPLEMENTAL STOCK OPTION PLAN

                         MERCURY INTERACTIVE CORPORATION

                      (As amended through February 8, 2001)


     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 only be Nonstatutory Stock Options. Stock Purchase Rights may also
be  granted  under  the  Plan.

     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 United States 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;  or  (ii)  transfers  between  locations  of  the  Company or between the
Company,  its  Parent,  its  Subsidiaries  or  its  successor.

          (h)     "Director"  means  a  member  of the Board of Directors of the
                   --------
Company  or  of  the  board  of  directors  of  any  Parent  of  the  Company.

          (i)     "Employee" means any person, excluding Officers and Directors,
                   --------
who  is  not  a  United States citizen, employed by the Company or any Parent or
Subsidiary  of  the Company.  Neither service as a Director nor the payment of a
director's  fee by the Company shall be sufficient to constitute "employment" by
the  Company.

          (j)     "Exchange Act" means the United States Securities Exchange Act
                   ------------
of  1934,  as  amended.

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


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          (l)     "Nonstatutory  Stock  Option"  means an Option not intended to
                   ---------------------------
qualify  as  an  Incentive  Stock  Option.

          (m)     "Officer"  means  a  person  who  is an officer of the Company
                   -------
within  the  meaning  of  Section  16  of  the  Exchange  Act  and the rules and
regulations  promulgated  thereunder.

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

          (o)     "Option  Agreement"  means  a  written or electronic agreement
                   -----------------
between  the  Company  and an Optionee evidencing the terms and conditions of an
individual  Option  grant.  The  Option  Agreement  is  subject to the terms and
conditions  of  the  Plan.

          (p)     "Optioned  Stock"  means the Common Stock subject to an Option
                   ---------------
or  Stock  Purchase  Right.

          (q)     "Optionee"  means the holder of an outstanding Option or Stock
                   --------
Purchase  Right  granted  under  the  Plan.

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

          (s)     "Plan" means this Amended and Restated 2000 Supplemental Stock
                   ----
Option  Plan.

          (t)     "Restricted  Stock"  means  shares  of  Common  Stock acquired
                   -----------------
pursuant  to  a  grant  of  a  Stock  Purchase  Right.

          (u)     "Restricted  Stock  Purchase  Agreement"  means  a  written or
                   --------------------------------------
electronic  agreement  between  the Company and an Optionee evidencing the terms
and  conditions  of  an  individual  Stock Purchase Right grant.  The Restricted
Stock  Purchase  Agreement  is  subject  to the terms and conditions of the Plan

          (v)     "Share"  means  a  share  of  the Common Stock, as adjusted in
                   -----
accordance  with  Section  12  of  the  Plan.

          (w)     "Stock  Purchase Right" means a right to purchase Common Stock
                   ---------------------
pursuant  to  this  Plan.

          (x)     "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 12
            --------------------------
of  the  Plan, the total number of Shares reserved and available for issuance is
6,000,000.

     Subject  to  Section  12  of the Plan, if an Option or Stock Purchase Right
expires  or  becomes  unexercisable  without  having been exercised in full, the
unpurchased  Shares which were subject thereto shall become available for future
grant  or sale under the Plan (unless the Plan has terminated).  However, Shares
that have actually been issued under the Plan, upon exercise of either an Option
or  Stock Purchase Right, shall not be returned to the Plan and shall not become
available  for  future  distribution  under  the  Plan, except that if Shares of
Restricted  Stock  are  repurchased  by  the  Company at their original purchase
price,  such  Shares  shall  become  available  for future grant under the Plan.


<PAGE>
     4.     Administration  of  the  Plan.
            -----------------------------

          (a)     Procedure.  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 or foreign corporate law,
the  relevant  stock  exchange  and  the  Code  or any applicable local law (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  and Stock
Purchase  Rights  may  be  granted  hereunder;

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

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

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

               (vi)     to determine the terms and conditions as permitted under
local  laws,  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 or Stock Purchase Rights 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  Stock  Purchase  Right or the shares of Common Stock
relating  thereto,  based  in each case on such factors as the Administrator, in
its  sole  discretion,  shall  determine;

               (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  or  Stock Purchase Right
(subject  to  Section  15(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 or Stock
Purchase  Right  previously  granted  by  the  Administrator;


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               (xi)     to  determine  and  recommend  the  terms  of any Option
exchange  program  or  repricing  program  for  Option  or Stock Purchase Rights
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  Stock  Purchase  Rights;

               (xiii)    to  prescribe,  amend and rescind rules and regulations
relating  to  the  Plan,  including  rules and regulations relating to sub-plans
established  for  the  purpose  of  qualifying for preferred tax treatment under
foreign  tax  laws;  and

               (xiv)     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  and  Stock  Purchase  Rights.

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

          (a)     Nonstatutory  Stock  Options  and Stock Purchase Rights may be
granted only to Employees who are not Officers or Directors of the Company.  For
purposes  of  the  foregoing  sentence,  "Employees"  shall  include prospective
Employees  to  whom  Options  or Stock Purchase Rights are granted in connection
with  written  offers of employment with the Company or any Parent or Subsidiary
of  the  Company.

          (b)     Each  Option  shall be designated in the Option Agreement as a
Nonstatutory  Stock  Option.

          (c)     Nothing  in  the  Plan  or  any Option or Stock Purchase Right
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 relationship at any time, with or
without  cause.

          (d)     The  following  limitations shall apply to grants of Option or
Stock  Purchase  Rights  to  Employees:

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

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

               (iii)     The  foregoing  limitations  shall  be  adjusted
proportionately in connection with any change in the Company's capitalization as
described  in  Section  12.

               (iv)     If an Option or Stock Purchase Right 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 12), the cancelled Option or
Stock  Purchase Right shall be counted against the limit set forth in subsection
(i)  above.  For  this  purpose,  if  the  exercise  price of an Option or Stock
Purchase  Right  is reduced, such reduction will be treated as a cancellation of
the  Option  or  Stock  Purchase  Right  and  the grant of a new Option or Stock
Purchase  Right.


<PAGE>
     6.     Term  of Plan.  The term of the Plan shall be ten (10) years and six
            -------------
months,  commencing  on July 25, 2000 and terminating on January 25, 2011 unless
sooner  terminated  under  Section  15  of  the  Plan.

     7.     Term  of  Option.  The  term  of  each Option shall be stated in the
            ----------------
Option  Agreement; provided, however, that the term of each Option granted to an
Employee residing in any country other than Switzerland or the Netherlands shall
be  no  more than ten (10) years from the date of grant. The term of each Option
granted  to  an  Employee residing in Switzerland shall be no more than ten (10)
years  and six months from the date of grant. The term of each Option granted to
an Employee residing in the Netherlands shall be no more than six (6) years from
the  date  of  grant.

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

          (a)     The  per  Share exercise price under each Option shall be such
price as is determined by the Administrator; provided, however, 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 thereafter be
considered  to  be  the  date  of  such  amendment.

          (b)     The Fair Market Value shall be determined by the Administrator
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.

          (c)     The  Administrator  shall  determine  the  acceptable  form of
consideration  for  exercising  an Option, including the method of payment.  The
acceptable  form  of consideration shall be determined, as permitted under local
laws, by the Administrator 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;


<PAGE>
               (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 foreign, 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 Administrator 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 Administrator, 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,
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.  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  12  of  the  Plan.

          Exercise  of an Option in any manner shall result in a decrease in the
number  of  Shares  which  thereafter may be available, 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, such Optionee
may,  only  within  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
vested  and  not  subject  to  a  Company  repurchase option at the date of such
termination.  To  the  extent  that  Optionee was not vested or was subject to a
Company  repurchase  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  Sec-tion  22(e)(3)  of the Code), he may exercise his Option to the
extent  he  was  vested or was not subject to a Company repurchase option within
six  (6)  months  from  the date of such termination (or such other period as is


<PAGE>
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 vested or was subject to a Company repurchase option at the
date  of  such  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  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,  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 such Option was vested
and  not  subject  to  a  repurchase  option  of  the  Company  at  the  date of
termination.

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

     11.     Stock  Purchase  Rights.
             -----------------------

          (a)     Rights  to  Purchase.  Stock  Purchase  Rights  may  be issued
                  --------------------
either  alone,  in addition to, or in tandem with other awards granted under the
Plan  and/or  cash  awards  made  outside  of the Plan.  After the Administrator
determines  that  it  will  offer Stock Purchase Rights under the Plan, it shall
advise  the  offeree  in  writing or electronically of the terms, conditions and
restrictions  related  to  the  offer,  including the number of Shares that such
person  shall  be  entitled  to  purchase,  the  price  to be paid, the forms of
consideration  which  may  be  used to exercise the Stock Purchase Right and the
time  within  which  such person must accept such offer.  The terms of the offer
shall  comply  in  all  respects  with  Section  260.140.42  of  Title 10 of the
California  Code  of Regulations.  The offer shall be accepted by execution of a
Restricted Stock Purchase Agreement in the form determined by the Administrator.


<PAGE>
          (b)     Repurchase  Option.  Unless  the  Administrator  determines
                  ------------------
otherwise,  the  Restricted  Stock  Purchase Agreement shall grant the Company a
repurchase  option  exercisable upon the voluntary or involuntary termination of
the  Optionee's  service  with  the  Company  for any reason (including death or
disability).  The  purchase  price  for  Shares  repurchased  pursuant  to  the
Restricted  Stock  Purchase  Agreement  shall  be the original price paid by the
Optionee.  In  either  case,  such  purchase  price  shall  be  paid  by cash or
cancellation  of  any  indebtedness  of  the  Optionee  to  the  Company.

          (c)     Other  Provisions.  The  Restricted  Stock  Purchase Agreement
                  -----------------
shall  contain such other terms, provisions and conditions not inconsistent with
the  Plan  as  may  be  determined  by the Administrator in its sole discretion.

          (d)     Rights  as  a  Shareholder.  Once  the Stock Purchase Right is
                  --------------------------
exercised,  the  Optionee shall have rights equivalent to those of a shareholder
and  shall be a shareholder when his or her purchase is entered upon the records
of  the  duly  authorized transfer agent of the Company.  No adjustment shall be
made  for  a  dividend  or other right for which the record date is prior to the
date  the Stock Purchase Right is exercised, except as provided in Section 12 of
the  Plan.

     12.     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  or  Stock Purchase Right, and the number of shares of
Common  Stock  which  have been authorized for issuance under the Plan but as to
which  no  Options  or Stock Purchase Rights have yet been granted or which have
been  returned to the Plan upon cancellation or expiration of an Option or Stock
Purchase  Right,  as well as the price per share of Common Stock covered by each
such  outstanding  Option  or  Stock  Purchase  Right,  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
Administrator,  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
or  Stock  Purchase  Right.

          (b)     Dissolution  or  Liquidation.  In  the  event  of the proposed
                  ----------------------------
dissolution or liquidation of the Company, to the extent that an Option or Stock
Purchase  Right 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 or
Stock  Purchase  Right  shall terminate as of a date fixed by the Board and give
each Optionee the right to exercise his or her Option or Stock Purchase Right as
to  all  or  any  part  of  the Optioned Stock, including Shares as to which the
Option  or  Stock  Purchase  Right  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:


<PAGE>
               (i)     Each  outstanding Option or Stock Purchase Right shall be
assumed  or  an  equivalent  option  or  stock purchase right 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.

               (ii)     In  the  event that the successor corporation refuses to
assume  or substitute for the Option or Stock Purchase Right, the Optionee shall
have  the  right to exercise the Option or Stock Purchase Right 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 or Stock Purchase Right 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 or Stock Purchase
Right shall be fully exercisable for a period of fifteen (15) days from the date
of  such notice, and the Option or Stock Purchase Right shall terminate upon the
expiration  of  such  period.  For the purposes of this paragraph, the Option or
Stock  Purchase  Right  shall  be considered assumed if, following the merger or
sale of assets, the option or stock purchase right confers the right to purchase
or  receive,  for  each  Share  of Optioned Stock subject to the Option or Stock
Purchase  Right  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 or Stock Purchase Right, for each Share of Optioned Stock
subject  to the Option or Stock Purchase Right, 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.

     13.     Stock  Withholding  to Satisfy Withholding Tax Obligations.  At the
             ----------------------------------------------------------
discretion  of  the Administrator, Optionees may satisfy withholding obligations
as  provided  in  this  paragraph.

          (a)     For  Options  or  Stock  Purchase  Rights granted to Employees
                  --------------------------------------------------------------
whose  remuneration  is  subject  to  taxation  in  the  United States.  When an
----------------------------------------------------------------------
Optionee  incurs  tax  liability in connection with the exercise of an Option or
Stock  Purchase  Right,  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  electing to have the Company withhold from the
Shares  to  be  issued  upon exercise of the Option or Stock Purchase Right 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:

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


<PAGE>
               (ii)  once  made,  the  election  shall  be irrevocable as to the
particular Shares of the Option or Stock Purchase Right as to which the election
is  made;

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

               (iv)  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 or Stock Purchase Right is
exercised but such Optionee shall be unconditionally obligated to tender back to
the  Company  the  proper  number  of  Shares  on  the  Tax  Date.

          (b)     For  Options  or  Stock  Purchase  Rights granted to Employees
                  --------------------------------------------------------------
whose  remuneration  is subject to taxation in any country other than the United
--------------------------------------------------------------------------------
States.  Upon the disposition by an Optionee or other person of shares of Common
------
Stock  acquired  pursuant  to  the  exercise of a Nonqualified Stock Option or a
Stock  Purchase Right, the Company shall have the right to require such Optionee
or  such other person to pay by cash, or certified or cashier's check payable to
the  Company,  the  amount  of  any  taxes  which the Company may be required to
withhold  with  respect to such transactions.  The above notwithstanding, in any
case  where  a tax is required to be withheld in connection with the issuance or
transfer  of  shares of Common Stock under this Plan, the Company may reduce the
number  of such shares issued or transferred by the appropriate number of shares
to  accomplish  such  withholding.

     14.     Time  of  Granting  Options  or Stock Purchase Rights.  The date of
             -----------------------------------------------------
grant  of an Option or Stock Purchase Right shall, for all purposes, be the date
on  which  the  Board or the Administrator makes the determination granting such
Option  or  Stock Purchase Right.  Notice of the determination shall be given to
each  Employee  to whom an Option or Stock Purchase Right is so granted within a
reasonable  time  after  the  date  of  such  grant.

     15.     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 19 of the Plan: (i) changes in
the  designation of the class of persons eligible to be granted Options or Stock
Purchase  Rights; and/or (ii)  the reduction of the exercise price of any Option
or Stock Purchase Right to the then current Fair Market Value if the Fair Market
Value  of  the Common Stock covered by such Option or Stock Purchase Right shall
have  declined  since  the  date the Option or Stock Purchase Right was granted.

          (b)     Effect  of  Amendment  or  Termination.  Any such amendment or
                  --------------------------------------
termination  of  the  Plan  shall  not  affect  Options or Stock Purchase Rights
already  granted  and such Options or Stock Purchase Rights 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.


<PAGE>
     16.     Conditions  Upon  Issuance  of  Shares.  Shares shall not be issued
             --------------------------------------
pursuant  to  the  exercise  of  an  Option  or  Stock Purchase Right unless the
exercise of such Option or Stock Purchase Right and the issuance and delivery of
such  Shares  pursuant thereto shall comply with all relevant provisions of law,
including,  without  limitation,  the  United  States 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 or Stock Purchase Right,
the  Company  may  require  the  person exercising such Option or Stock Purchase
Right  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.

     17.     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.

     18.     Agreements.  Options or Stock Purchase Rights shall be evidenced by
             ----------
written or electronic Option Agreements or Restricted Stock Purchase Agreements,
as  applicable,  in  such  forms  as  the  Administrator  shall  approve.

     19.     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.


<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:           2000
                                               ID:             _________

Effective  [date],  you  have  been  granted  a Nonstatutory 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


<PAGE>
                          EXHIBIT A TO NOTICE OF GRANT

                         MERCURY INTERACTIVE CORPORATION

                             STOCK OPTION AGREEMENT

                          FOR THE AMENDED AND RESTATED
                       2000 SUPPLEMENTAL 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  2000  Supplemental  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.

     This  Option  is  a  Nonstatutory  Stock  Option.

     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,  if  allowable  by  applicable law, 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.


<PAGE>
          (b)  Method of Exercise.  This Option shall be exercisable by a signed
               ------------------
written notice which shall state the election to exercise the Option, the number
of  Shares  in  respect of which the Option is being exercised, or by such other
procedures as may be permitted by the Administrator from time to time (including
without  limitation,  electronic  exercise  methods).  Unless payment is made by
Cashless  Exercise,  the  written  notice shall be accompanied by payment of the
Exercise  Price  and  any applicable tax withholding obligation required by such
exercise.  If  payment  is  made  by  Cashless Exercise (as defined below), then
Optionee  (or  any  other  person  or  persons  exercising  the  option)  shall
concurrently  provide irrevocable instructions to a Company-designated brokerage
firm  to  effect  the  immediate  sale  of the purchased shares and remit to the
Company,  out  of the sale proceeds available on the settlement date, sufficient
funds  to  cover  the  aggregate Exercise Price payable for the purchased shares
plus  all  applicable  federal,  state,  local,  foreign  or  social  income and
employment  taxes  required  to  be  withheld  by  the Company by reason of such
exercise and to the Company to deliver the certificates for the purchased shares
directly  to  such  brokerage  firm in order to complete the sale. Except to the
extent the Cashless Exercise procedure is utilized in connection with the option
exercise,  payment  of  the  Exercise Price must accompany the written notice of
exercise  delivered to the Company in connection with the option exercise.  This
Option  shall  be deemed to be exercised upon the receipt by the Company of such
written  notice  accompanied  by  the  Exercise  Price  and  any  applicable tax
withholding  obligation  required  by  such  exercise.

      No Shares 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)     Cashless Exercise.  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 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.


<PAGE>
     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  (30) 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 the Option is vested and not subject
to  a  Company  repurchase right at the date of such termination.  To the extent
this  Option  was  not vested or was subject to a Company repurchase right which
was  not  waived  by  the  Company  at  the  date of such termination, or if the
Optionee  does  not  exercise  this  Option to the extent vested 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 exercise the Option to the
extent  Optionee  was  vested  or  was not subject to a Company repurchase right
which was not waived by the Company, but only within six months 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),.  To the extent that
the  Option was not vested or was subject to a Company repurchase right that was
not  waived  by  the Company at the date of termination, or if the Optionee does
not  exercise such Option to the extent vested within the time specified herein,
the  Option  shall  terminate.

     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  (30)  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 the Option was vested
and not subject to a repurchase right of the Company which was not waived by the
Company  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 applicable 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.


<PAGE>
     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 the
          --------------------------------
granting,  vesting,  or  exercising of a Nonstatutory Stock Option, the Optionee
may  be  treated  as  having  received  compensation income (taxable at ordinary
income  tax rates) for tax purposes in an amount equal to the excess of the then
fair  market value of the Shares over the Exercise Price.  If the Optionee is an
employee,  the Company may be required to withhold from Optionee's compensation,
or  collect from Optionee and pay to the applicable taxing authorities an amount
equal  to  a  percentage of this compensation income. The Optionee shall satisfy
any  necessary  tax  withholding  obligation arising upon the applicable taxable
event  of  this Option by one or some combination of the following methods:  (i)
by cash payment, or (ii) out of Optionee's current compensation, or (iii) in the
case  of  a  Cashless  Exercise,  the Company shall withhold such taxes from the
proceeds  of  the  sale  of  the  Shares.

THE  ABOVE  TAX  SUMMARY  IS  NECESSARILY  INCOMPLETE,  AND  THE  TAX  LAWS  AND
REGULATIONS ARE SUBJECT TO CHANGE.  OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE
EXERCISING  THIS  OPTION  OR  DISPOSING  OF  THE  SHARES.

     11.     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  the Notice of Grant.  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  laws  of  the  decedent's  distribution.

     12.     Acknowledgements.
             ----------------

          (a)     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.


<PAGE>
          (b)     Optionee acknowledges that as of the date of this Option, such
Option  and  the Plan set forth the entire understanding between the Participant
and  the  Company  regarding  the acquisition of Common Stock in the Company and
supercedes  all  prior  oral  and  written agreements pertaining to this Option.

          (c)     Optionee  acknowledges  that  in  order  to  perform  its
requirements  under  the  Plan,  the  Company  and  its  affiliates  may process
sensitive  personal  data  about  the  Optionee.  Such  data include but are not
limited  to  the  information  provided  above and any changes thereto and other
appropriate  personal and financial data about the Optionee.  Participant hereby
gives  explicit  consent to the Company to process any such personal data and/or
sensitive  personal data.  Participant also hereby gives explicit consent to the
Company  to  transfer  any  such  personal  data  and/or sensitive personal data
outside the country in which the Optionee is employed, and to the United States.
The  legal  persons  for  whom  such  personal  data  are  intended  are Mercury
Interactive  Corporation  and  E*Trade  Securities, Furman Selz, Oppenheimer and
Chase H&Q (or their successors).  Optionee has been informed of his/her right of
access  and  correction to his/her personal data by applying to Susie Fregoso or
Sari  Guaron.

          (d)     Optionee  understands  that the Company has reserved the right
to  amend  or  terminate  the  Plan at any time, and that the grant of an option
under  the  Plan  at  one  time  does not in any way obligate the Company or its
affiliates  to  grant  additional  options  in  any  future year or in any given
amount.  Optionee acknowledges and understands that the grant of this Option and
any  future Options granted under the Plan is wholly discretionary in nature and
is  not  to be considered part of any normal or expected compensation that is or
would  be  subject  to  severance, resignation, redundancy or similar pay, other
than  to  the  extent  required  by  local  law.

          (e)     Optionee  authorizes the Company or its affiliates to withhold
from  my  compensation  the  amount,  if  necessary,  to meet any applicable tax
withholding  obligation.  Optionee  agrees that the Company may require Optionee
to  enter  an  arrangement  providing  for the payment to the Company of any tax
withholding  obligation  of  the  Company or its affiliates arising by reason of
his/her  participation  in  the  Plan,  or  by  the  disposition of Common Stock
acquired  through  participation  in  the  Plan.


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

                     NOTICE OF STOCK OPTION BENEFICIARY(IES)
                     FOR THE MERCURY INTERACTIVE CORPORATION
            AMENDED AND RESTATED 2000 SUPPLEMENTAL 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 the Company 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


                                     - 18 -
<PAGE>