MILBERG WEISS BERSHAD

HYNES & LERACH LLP

WILLIAM S. LERACH (68581)

PATRICK J. COUGHLIN (111070)

RANDI D. BANDMAN (145212)

HENRY ROSEN (156963)

600 West Broadway, Suite 1800

San Diego, CA 92101

Telephone: 619/231-1058

- and -

LENA C. CHANG (156280)

355 South Grand Avenue

Suite 4170

Los Angeles, CA 90071

Telephone: 213/617-9007

[Proposed] Chair of the Executive Committee for Plaintiffs

BARRACK, RODOS & BACINE

STEPHEN R. BASSER (121590)

600 West Broadway, Suite 1700

San Diego, CA 92101

Telephone: 619/230-0800

BERNSTEIN LITOWITZ BERGER &

GROSSMANN LLP

JEFFREY A. KLAFTER

VINCENT R. CAPPUCCI

1285 Avenue of the Americas

33rd Floor

New York, NY 10019

Telephone: 212/554-1400

KAUFMAN, MALCHMAN, KIRBY

& SQUIRE, LLP

JEFFREY H. SQUIRE

IRA M. PRESS

919 Third Avenue, 11th Floor

New York, NY 10022

Telephone: 212/371-6600

[Proposed] Executive Committee for Plaintiffs

ALAN FRIEDMAN, On Behalf of Himself and

All Others Similarly Situated,

Plaintiff,

vs.

SYBASE, INC., et al.,

Defendants.

___________________________________

No. C-98-0252-CAL

CLASS ACTION

DATE: May 1, 1998

TIME: 9:30 a.m.

COURTROOM: The Honorable

Charles A. Legge

I, RANDI D. BANDMAN, declare:

1. I am an attorney duly licensed to practice law. I am a partner in the law firm of Milberg Weiss Bershad Hynes & Lerach LLP, counsel for Movants -- the Sybase Plaintiffs' Group.

2. I make this declaration in support of the Sybase Plaintiffs' Group's Motion to be Appointed Lead Plaintiffs Pursuant to §21D(a)(3)(B) of the Securities Exchange Act of 1934 and for Approval of Lead Plaintiffs' Choice of Lead Counsel. I have personal knowledge of the facts stated in this declaration and, if called as a witness, could competently testify to them.

3. Attached hereto are true and correct copies of the following documents:

Exhibit 1: Chart of Movants' Purchases, Sales and Losses for Sybase, Inc. stock;

Exhibit 2: Relevant excerpts of §21D of the Securities Exchange Act of 1934 (15 U.S.C. §78u-4);

Exhibit 3: Notice published in Friedman v. Sybase, Inc., C-98-0252-CAL, on January 23, 1998;

Exhibit 4: Order re Appointment of Lead Plaintiff and Lead Counsel, In re Diamond Multimedia Systems, Inc. Sec. Litig., No. 96-2644-SBA (N.D. Cal. Jan. 13, 1997);

Exhibit 5: Order re Motion to Appoint Lead Plaintiff, City Nominees Ltd. v. Macromedia, Inc., Lead No. C-97-3521-SC (N.D. Cal. Jan. 23, 1998);

Exhibit 6: Order Granting Plaintiffs' Motion for Appointment of Lead Plaintiff and Lead Counsel, In re Read-Rite Corp. Sec. Litig., No. C-97-20059-RMW (N.D. Cal. May 23, 1997);

Exhibit 7: Order Granting Plaintiffs Group's Motion for Appointment of Lead Plaintiffs, Malin v. IVAX Corporation, et al., No. 96-1843-CIV-MORENO (S.D. Fla. Nov. 1, 1996);

Exhibit 8: Order Granting Joint Motion for Lead Plaintiffs and Lead Counsel, Zuckerman v. Foxmeyer Health Corp., No. 3:96-CV-2258-T (N.D. Tex. Mar. 28, 1997);

Exhibit 9: Order, Chan v. Orthologic Corp., No. CIV 96-1514 PHX RCB (D. Ariz. Dec. 19, 1996);

Exhibit 10: Order Granting Plaintiffs' Motion to be Appointed Lead Plaintiffs, Powers v. Eichen, Civ. No. 96-1431-B(AJB) (S.D. Cal. Nov. 15, 1996);

Exhibit 11: Movants' Signed Certifications Pursuant to Federal Securities Laws;

Exhibit 12: Firm Resume of Milberg Weiss Bershad Hynes & Lerach LLP;

Exhibit 13: Firm Resume of Barrack Rodos & Bacine;

Exhibit 14: Firm Resume of Bernstein Litowitz Berger & Grossmann, LLP; and

Exhibit 15: Firm Resume of Kaufman, Malchman, Kirby & Squire, LLP.

I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. If called as a witness, I could and would competently testify thereto. Executed this 23rd day of March, 1998, at San Diego, California.

___________________________________

RANDI D. BANDMAN

SYBASE2\ML00245.DEC

I, the undersigned, declare:

1. That declarant is and was, at all times herein mentioned, a citizen of the United States and a resident of the County of San Diego, over the age of 18 years, and not a party to or interested in the within action; that declarant's business address is 600 West Broadway, Suite 1800, San Diego, California 92101.

2. That on March 23, 1998, declarant served the DECLARATION OF RANDI D. BANDMAN IN SUPPORT OF THE SYBASE PLAINTIFFS' GROUP'S MOTION TO BE APPOINTED LEAD PLAINTIFFS PURSUANT TO §21D(a)(3)(B) OF THE SECURITIES EXCHANGE ACT OF 1934 AND FOR APPROVAL OF LEAD PLAINTIFFS' CHOICE OF LEAD COUNSEL by depositing a true copy thereof in a United States mailbox at San Diego, California in a sealed envelope with postage thereon fully prepaid and addressed to the parties listed on the attached Service List and that this document was forwarded to the following designated Internet site at:

http://securities.milberg.com

3. That there is a regular communication by mail between the place of mailing and the places so addressed.

I declare under penalty of perjury that the foregoing is true and correct. Executed this 23rd day of March, 1998, at San Diego, California.

______________________________

SUSAN MILLER