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

[Additional counsel appear on signature page.]

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA


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.

COURT: The Honorable Charles A. Legge

[CORRECTED] THE SYBASE PLAINTIFFS' GROUP'S NOTICE OF MOTION AND 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;

AND MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT THEREOF

TABLE OF CONTENTS

I. INTRODUCTION

II. PROCEDURAL BACKGROUND

III. SUMMARY OF ACTIONS

IV. ARGUMENT

V. CONCLUSION

TO: ALL PARTIES AND THEIR COUNSEL OF RECORD

PLEASE TAKE NOTICE that on May 1, 1998, at 9:30 a.m., or as soon thereafter as the matter may be heard, before the Honorable Charles A. Legge, Courtroom No. 10, located at 450 Golden Gate Avenue, San Francisco, California, plaintiffs in the Friedman, Strauch, Adelglass, Reid, Markle, Harad and Timashov actions and the other members of the class identified in Exhibit 1 to the Declaration of Randi D. Bandman ("Bandman Decl.") filed concurrently herewith (collectively "Movants", "Proposed Lead Plaintiffs" or the "Sybase Plaintiffs' Group"), who purchased or otherwise acquired securities of Sybase, Inc. ("Sybase" or the "Company") between April 17, 1997 and January 21, 1998, and have collectively suffered losses of approximately $1,469,594 will, and hereby do move this Court for an order granting 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 (the "Motion") in the consolidated actions.(1)

This Motion is brought pursuant to §21D of the Securities Exchange Act of 1934 (the "Exchange Act") on the grounds that Movants have timely filed and are the "most adequate plaintiffs." In addition, Movants seek the Court's approval of their selection of the law firms of Milberg Weiss Bershad Hynes & Lerach LLP ("Milberg Weiss"), Barrack Rodos & Bacine ("Barrack Rodos"), Bernstein Litowitz Berger & Grossmann, LLP ("Bernstein Litowitz"), and Kaufman, Malchman, Kirby & Squire, LLP ("Kaufman Malchman"), to represent Lead Plaintiffs and the Class pursuant to §21D(a)(3)(B)(v), 15 U.S.C. §78u-4(a)(3)(B)(v). These four firms shall constitute an Executive Committee chaired by Milberg Weiss.

This Motion is based on this Notice of Motion and Motion, the accompanying Memorandum of Points and Authorities In Support of The Motion, the Declaration of Randi D. Bandman, the pleadings and other files herein, and such other written or oral argument as may be permitted by the Court.

MEMORANDUM OF POINTS AND AUTHORITIES

I. INTRODUCTION

Movants submit this memorandum of points and authorities in support of their motion, pursuant to §21D(a)(3) of the Exchange Act, as added by the Private Securities Litigation Reform Act of 1995 ("PSLRA"), for: (a) appointment of the Sybase Plaintiffs' Group to serve as Lead Plaintiffs; (b) approval of the Sybase Plaintiffs' Group's selection of Milberg Weiss, Barrack Rodos, Bernstein Litowitz and Kaufman Malchman to represent Lead Plaintiffs and the class. These four firms shall constitute an Executive Committee chaired by Milberg Weiss.

Section 21D of the Exchange Act sets forth the procedure for the selection of lead plaintiffs to oversee class actions brought under the federal securities laws.(2) Specifically, §21D(a)(3)(A)(i) provides that, within 20 days after the date on which a class action is filed under the PSLRA,

15 U.S.C. §78u-4(a)(3)(A)(i).

Under this section of the Exchange Act, the court "shall" appoint the "most adequate plaintiff" to serve as lead plaintiff and shall presume that plaintiff is the person, or group of persons, that:

15 U.S.C. §78u-4(a)(3)(B)(iii)(I).

The Sybase Plaintiffs' Group constitutes persons who purchased or otherwise acquired Sybase securities between April 17, 1997 and January 21, 1998 (the proposed "Class Period").(3) By virtue of the Sybase Plaintiffs' Group's collective losses of over $1.4 million, it has the largest financial interest in the relief sought by the class. See Chart of Movants' Purchases, Sales and Losses, Bandman Decl., Ex. 1. Movants also seek the Court's approval of the Proposed Lead Plaintiffs' choice of Milberg Weiss, Barrack Rodos, Bernstein Litowitz and Kaufman Malchman as counsel for Lead Plaintiffs and the class. These four firms shall constitute an Executive Committee chaired by Milberg Weiss. These highly experienced and nationally recognized firms will zealously advance the interests of Movants and the class in this massive and complex litigation.

II. PROCEDURAL BACKGROUND

Presently pending in this district are twenty one related securities class action lawsuits:

Abbreviated Case Name                                Case Number                  Date Filed 
1. Friedman v. Sybase, Inc., et al. ("Friedman")     C-98-0252-CAL                 01/22/98
Plaintiff: Alan Friedman
2. Strauch, et al. v. Hoffman, et al. ("Strauch")    C-98-0253-CAL                 01/22/98
Plaintiffs: Seymour Strauch and Baruch Strauch
3. Adelglass v. Sybase, Inc., et al. ("Adelglass")   C-08-0268-CAL                 01/23/98
 Plaintiff: Evan Adelglass
4. Reid, et al. v. Sybase, Inc., et al. ("Reid")    C-98-0739-CAL                 01/23/98
 Plaintiffs: Bruce Reid, Miriam Werczberger,
 Peter Billis and David Lers
5. Markle v. Sybase, Inc., et al. ("Markle")       C-98-0740-CAL                 01/26/98
 Plaintiff: Daniel E. Markle
6. Draper, et al. v. Sybase, Inc., et al.("Draper")C-98-0277-CAL                 01/26/98
Plaintiffs: Donald Draper and Edith Draper
7. Sinnreich, et al. v. Kertzman, Inc., et al.     C-98-00281-CAL                01/26/98
   ("Sinnreich") 
Plaintiffs: Simon Sinnreich and Ben Gross
8. Weiss v. Sybase, Inc., et al. ("Weiss")         C-98-0288-CAL                01/26/98
 Plaintiff: Robert Weiss
9. Harad, et al. v. Sybase, Inc., et al. ("Harad")C-98-0741-CAL                 1/27/98
 Plaintiffs: Charles A. Harad and Barry Sugar
10. Steif v. Kertzman, et al. ("Steif")           C-98-00334-CAL                1/28/98
 Plaintiff: Barry Steif
11. Goetcheus, et al. v. Sybase, Inc., et al.     C-98-0742-CAL                 1/28/98
("Goetcheus")
 Plaintiffs: John Goetcheus and Marion Finkel
12. Timashov v. Sybase, Inc., et al. ("Timashov")C-98-0335-CAL                   1/28/98
 Plaintiff: Gregory Timashov
13. Green and Silberman v. Sybase, Inc., et al   C-98-0348-CAL                  1/29/98
 ("Green") 
Plaintiffs: Dr. Gerald Green and Max Silberman
14. Katz v. Sybase, Inc., et al. ("Katz")       C-98-0371-CAL                  1/30/98
Plaintiff: Moise Katz
15. Feldberger v. Sybase, Inc., et al.          C-98-0743-CAL                    1/30/98
("Feldberger")
Plaintiff: Rivka Feldberger
16. Levin v. Sybase, Inc., et al. ("Levin")    C-98-0414-CAL                     2/4/98
 Plaintiff: Mark A. Levin
17. Montgomery v. Sybase, Inc., et al          C-98-0436-CAL                     2/5/98
("Montgomery") Plaintiff: John A. Montgomery
18. Kumar v. Sybase, Inc., et al. ("Kumar")    C-98-00483-VRW                    2/6/98
Plaintiff: Alok Kumar
19. Du v. Sybase, Inc., et al. ("Du")          C-98-20154-RMW                   2/19/98

Plaintiff: Charles Du

20. Adllirad v. Sybase, Inc., et al.           C-98-0519-CAL                    2/9/98
 ("Adllirad") Plaintiff: Tony Adllirad
21. Feldman v. Sybase, Inc., et al.            C-98-1008-SBA                    3/13/98
("Feldman") Plaintiff: Benjamin Feldman

The plaintiffs in each of these actions allege violations of the Exchange Act and Rule 10b-5 promulgated thereunder, on behalf of purchasers of Sybase common stock during the Class Period.(4)

Friedman -- the first of these actions -- was filed on January 22, 1998 in the United States District Court for the Northern District of California. Thereafter, on January 23, 1998, and pursuant to §21D(a)(3)(A)(i) of the Exchange Act, the plaintiffs published the required early notice to class members on the Business Wire. See Bandman Decl., Ex. 3. In that notice, plaintiffs advised all purchasers of Sybase common stock during the Class Period of the existence of this lawsuit and the nature of the defendants' alleged fraudulent statements which caused the price of Sybase's stock to be artificially inflated. See Bandman Decl., Ex. 3.

The Exchange Act, as amended by the PSLRA, requires early notice to advise class members of their right to move the court to be appointed lead plaintiff within 60 days of publication. Movants have filed this motion prior to the expiration of the 60 day period from the publication of the Friedman notice.(5)

III. SUMMARY OF ACTIONS

Each of these 21 related securities fraud class actions allege that Sybase, a developer of higher performance software products, and certain of its officers and directors(6) inflated the price of Sybase common stock during the Class Period by making false and misleading statements about Sybase's current and prospective earnings and revenues, while defendants sold over $6 million of Sybase stock.

During the first three quarters of fiscal year 1997, Sybase overstated its revenues, net income and earnings per share by falsely reporting $65 million of sales revenues. ¶¶32, 34. During this time, defendants filed with the Securities and Exchange Commission ("SEC") quarterly financial statements showing millions of dollars of revenue that simply did not exist. ¶¶21-22, 26-27, 30-31. This enabled Sybase to report earnings per share of $.05, $.06 and $.07 in the first, second and third fiscal 1997 quarters, respectively. ¶35. In addition to issuing false financial statements which overstated Sybase's reported results, defendants made false statements about Sybase's on-going business, prospects and finances.

After Sybase insiders had completed their selling binge for total proceeds of over $6 million, defendants were confronted by their auditors. ¶4. On January 2, 1998, defendants disclosed that, at best, it would report earnings per share of $.02 for the fourth quarter 1997. ¶¶5, 32. This initial disclosure caused Sybase's stock to decline by approximately 25% to $9-15/16 per share. Id.

Then, on January 21, 1998, Sybase admitted that all of the Company's 1997 revenue growth in Asia had been obtained by means of accounting fraud and that Sybase would report a loss "substantially" beyond that even hinted at on January 2, 1998. Id. In fact, Sybase revealed that it would be restating its results for each of the previous three quarters of fiscal 1997. Id. Sybase stock fell again to as low as $7-1/8 per share, a drop of more than 65% from its Class Period high of $23-1/2 per share. Id.

IV. ARGUMENT

The "most adequate plaintiff" provision of the PSLRA provides that a court

15 U.S.C. §78u-4(a)(3)(B)(i) (emphasis added). Moreover, the Exchange Act, as amended by the PSLRA, requires a court to adopt a rebuttable presumption:

* * *

15 U.S.C. §78u-4(a)(3)(B)(iii)(I) (emphasis added).

Thus, the statutory language explicitly provides that a "member or members" of the class or a "person or group of persons" may combine to constitute "the largest financial interest" and thereby jointly serve as the "most adequate plaintiff." See In re Diamond Multimedia Systems, Inc. Sec. Litig., No. C-96-2644-SBA, Order re Appointment of Lead Plaintiff and Lead Counsel, at 2-4 (N.D. Cal. Jan. 13, 1997) (proposed lead plaintiffs can pool together their shares to form the largest financial interest). Bandman Decl., Ex. 4.(7)

During the Class Period, the Sybase Plaintiffs' Group collectively purchased no fewer than 267,824 shares of Sybase stock at prices artificially inflated by defendants' materially false and misleading statements. As a result, the Sybase Plaintiffs' Group has collectively suffered losses in excess of $1.4 million. See Chart of Movants' Purchases, Sales and Losses, Bandman Decl., Ex. 1.(8) The Sybase Plaintiffs' Group possesses the largest financial interest in the outcome of this litigation and, therefore, is presumed to be the most adequate group of plaintiffs. 15 U.S.C. §78u-4(a)(3)(B)(iii)(bb).(9)

Each of the Movants is qualified to represent the putative class. Each of them has signed and filed a sworn certification as required under the PSLRA, and is willing to serve as a representative party. See Movants' Signed Certifications, Bandman Decl., Ex. 11. In addition, each has selected and retained a law firm that is highly experienced in prosecuting securities class actions such as this to represent them. See firm resumes of Milberg Weiss, Barrack Rodos, Bernstein Litowitz and Kaufman Malchman, Bandman Decl., Exs. 12-15. Accordingly, the Proposed Lead Plaintiffs satisfy the prerequisites for appointment as lead plaintiffs pursuant to §21D(a)(3)(B).

2. The Proposed Lead Plaintiffs Are Qualified Under Rule 23

Section 21D(a)(3)(B)(iii)(I)(cc) of the Exchange Act further provides that, in addition to possessing the largest financial interest in the outcome of the litigation, the lead plaintiffs must also "otherwise satisf[y] the requirements of Rule 23 of the Federal Rules of Civil Procedure." With respect to the qualifications of the class representative, Rule 23(a) requires that the claims be typical of the claims of the class and that the representative will fairly and adequately protect the interests of the class.

As detailed below, each of the Proposed Lead Plaintiffs satisfies the typicality and adequacy requirements of Rule 23(a), thereby further justifying the appointment of the Proposed Lead Plaintiffs.

The typicality requirement of Rule 23(a)(3) is satisfied when the named plaintiffs have: (a) suffered the same injuries as the absent class members; (b) as a result of the same course of conduct by defendants; and (c) their claims are based on the same legal issues. Epstein v. MCA, Inc., 50 F.3d 644, 668 (9th Cir. 1995), rev'd on other grounds sub nom. Matsushita Elec. Indus. Co. v. Epstein, 511 U.S. 367 (1996); Hanon v. Dataproducts Corp., 976 F.2d 497, 508 (9th Cir. 1992); In re Cirrus Logic Sec. Litig., 155 F.R.D. 654, 657 (N.D. Cal. 1994); A&J Deutscher Family Fund v. Bullard, [1986-1987 Transfer Binder] Fed. Sec. L. Rep. (CCH) ¶92,938, at 94,579 (C.D. Cal. 1986); Schwartz v. Harp, 108 F.R.D. 279, 282 (C.D. Cal. 1985); Shields v. Smith, [1992 Transfer Binder] Fed. Sec. L. Rep. (CCH) ¶97,001, at 94,376 (N.D. Cal. 1992); In re Activision Sec. Litig., 621 F. Supp. 415 (N.D. Cal. 1985). The questions of law and fact common to the members of the class which predominate over questions which may affect individual class members include the following:

(a) Whether the federal securities laws were violated by defendants;

(b) Whether defendants omitted and/or misrepresented material facts;

(c) Whether defendants knew, had reason to know or recklessly disregarded that their statements were false and misleading or failed to have a reasonable basis for those statements;

(d) Whether the price of Sybase stock was artificially inflated during the Class Period; and

(e) The extent of damage sustained by class members and the appropriate measure of damages.

There is a well-defined community of interest in the questions of law and fact involved in this case, of which the Proposed Lead Plaintiffs are a part. Thus, the claims asserted by the Proposed Lead Plaintiffs are typical of the claims of the members of the proposed class. The Proposed Lead Plaintiffs and members of the class allege that the defendants violated the Exchange Act by publicly disseminating materially false and misleading statements about Sybase and issued false financial statements during the Class Period. Each of the Proposed Lead Plaintiffs, as did all of the members of the proposed class, acquired Sybase stock or options at prices artificially inflated by defendants' fraudulent misrepresentations and omissions and were damaged thereby. Because the claims asserted by the Proposed Lead Plaintiffs are based on the same legal theories and arise "from the same event or course of conduct giving rise to the claims of other class members," typicality is satisfied. In re United Energy Corp. Solar Power Modules Tax Shelter Inv. Sec. Litig., 122 F.R.D. 251, 256 (C.D. Cal. 1988); accord Blackie v. Barrack, 524 F.2d 891, 902-03 & n.19 (9th Cir. 1975); see also generally Shump v. Balka, 574 F.2d 1341, 1344 (10th Cir. 1978); American Employers' Ins. Co. v. King Resources Co., 545 F.2d 1265, 1269 (10th Cir. 1976).

b. The Proposed Lead Plaintiffs Will Fairly And Adequately Represent The Interests Of The Class

The interests of the Proposed Lead Plaintiffs are clearly aligned with the members of the proposed class, and there is no evidence of any antagonism between the interests of these individuals and the proposed class members. As detailed above, the Proposed Lead Plaintiffs share substantially similar questions of law and fact with the members of the proposed class, and their claims are typical of the members of the class. Each of the Proposed Lead Plaintiffs have amply demonstrated their adequacy as class representatives by signing a certification affirming their willingness to serve as, and assume the responsibilities of, a class representative. See Bandman Decl., Ex. 11. In addition, the Proposed Lead Plaintiffs have selected firms that are highly experienced in prosecuting securities class actions such as this to represent them.

B. This Court Should Approve The Proposed Lead Plaintiffs' Choice Of Lead Counsel

The PSLRA vests authority in the lead plaintiffs to select and retain lead counsel, subject to court approval. See 15 U.S.C. §78u-4(a)(3)(B)(v). Thus, the court should not disturb the lead plaintiffs' choice of counsel unless necessary to "protect the interests of the plaintiff class." 15 U.S.C. §78u-4(a)(3) (B)(iii)(II)(aa). In these related cases, the Proposed Lead Plaintiffs have selected the law firms of Milberg Weiss, Barrack Rodos, Bernstein Litowitz and Kaufman Malchman to represent Lead Plaintiffs and the class comprised of an Executive Committee chaired by Milberg Weiss. Milberg Weiss, Barrack Rodos, Bernstein Litowitz and Kaufman Malchman, possess extensive experience in the area of securities litigation and have successfully prosecuted numerous securities fraud class actions on behalf of injured investors. See Bandman Decl., Exs. 12 - 15. Thus, the Court may be assured that, in the event the instant motion is granted, the members of the class will receive the highest caliber of legal representation available.

V. CONCLUSION

For all the foregoing reasons, the Sybase Plaintiffs' Group respectfully request that the Court: (i) appoint the Sybase Plaintiffs' Group as Lead Plaintiffs in the related actions, pursuant to §21D(a)(3)(B), and (ii) approve the Proposed Lead Plaintiffs' choice of the Executive Committee of Milberg Weiss, Barrack Rodos, Bernstein Litowitz and Kaufman Malchman, chaired by Milberg Weiss to represent Lead Plaintiffs and the class.

DATED: March 26, 1998

Respectfully submitted,

MILBERG WEISS BERSHAD

HYNES & LERACH LLP

WILLIAM S. LERACH

PATRICK J. COUGHLIN

RANDI D. BANDMAN

HENRY ROSEN

600 West Broadway, Suite 1800

San Diego, CA 92101

Telephone: 619/231-1058

MILBERG WEISS BERSHAD

HYNES & LERACH LLP

LENA C. CHANG

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

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

919 Third Avenue, 11th Floor

New York, NY 10022

Telephone: 212/371-6600

[Proposed] Executive Committee for Plaintiffs

SHALOV STONE & BONNER

LEE S. SHALOV

70 West 36th Street

Suite 1404

New York, NY 10018

Telephone: 212/268-2727

ABBEY, GARDY & SQUITIERI, LLP

JILL S. ABRAMS

212 East 39th Street

New York, NY 10016

Telephone: 212/889-3700

FARUQI & FARUQI, LLP

NADEEM FARUQI

415 Madison Avenue

21st Floor

New York, NY 10017

Telephone: 212/986-1074

BERNSTEIN LIEBHARD & LIFSHITZ

SANDY A. LIEBHARD

274 Madison Avenue

New York, NY 10016

Telephone: 212/779-1414

LAW OFFICES OF RICHARD

D. KRANICH

RICHARD D. KRANICH

120 Broadway, Suite 1016

New York, NY 10271-0074

Telephone: 212/608-8966

COHEN, MILSTEIN, HAUSFELD

& TOLL, P.L.L.C.

STEVEN J. TOLL

999 Third Avenue, Suite 3600

Seattle, WA 98104

Telephone: 206/521-0080

SPECTOR & ROSEMAN, P.C.

ELLEN GUSIKOFF STEWART

600 West Broadway, Suite 1800

San Diego, CA 92101

Telephone: 619/338-4514

WOLF POPPER LLP

PATRICIA I. AVERY

845 Third Avenue

New York, NY 10022

Telephone: 212/759-4600

SCHIFFRIN CRAIG &

BARROWAY, LLP

RICHARD S. SCHIFFRIN

ANDREW L. BARROWAY

Three Bala Plaza East

Suite 400

Bala Cynwyd, PA 19004

Telephone: 610/667-7706

LAW OFFICES OF JEFFREY

S. ABRAHAM

JEFFREY S. ABRAHAM

60 East 42nd Street

Suite 4700

New York, NY 10165

Telephone: 212/692-0555

REINHARDT & ANDERSON

RANDALL H. STEINMEYER

E-1000 First National

Bank Building

332 Minnesota Street

St. Paul, MN 55101

Telephone: 612/227-9990

Attorneys for Plaintiffs

DECLARATION OF SERVICE BY MAIL

PURSUANT TO NORTHERN DISTRICT LOCAL RULE 23-2(c)(2)

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 26, 1998, declarant served the [CORRECTED] SYBASE PLAINTIFFS' GROUP'S NOTICE OF MOTION AND 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; AND MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT THEREOF 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 26th day of March, 1998, at San Diego, California.

SUSAN MILLER

1. Concurrently with this motion, the Sybase Plaintiffs' Group have moved for consolidation of all related actions.

2. Congress added to the Exchange Act by the PSLRA. These additions are contained in §21D of the Exchange Act, 15 U.S.C. §78u-4. A copy of §21D of the Exchange Act, 15 U.S.C. §78u-4, is attached as Exhibit 2 to the Bandman Decl.

3. The complaints filed in these related actions assert two different class period starting dates. The earlier class period starting date is April 17, 1997 and the later class period starting date is April 18, 1997. For purposes of this motion, the Class Period is defined as the inclusive dates between April 17, 1997 and January 21, 1998. Movants will resolve this difference in the consolidated complaint to be filed in these related actions.

4. Movants concurrently file herewith their motion to consolidate and request that the Court consolidate all of the related Sybase actions pursuant to Rule 42 of the Federal Rules of Civil Procedure.

5. Section 21D(a)(3)(A)(ii) provides that if more than one action on behalf of a class asserting substantially the same claims is filed, only plaintiffs in the first filed action are required to publish the notice.

6. The Complaints in the twenty-one related actions are substantially similar although they name various officers and directors as individual defendants. The consolidated complaint to be filed in this action will resolve these differences.

7. See also City Nominees Ltd., et al. v. Macromedia, Inc., et al., No. C-97-3521-SC, Order re Motion to Appoint Lead Plaintiff, at 5-7 (N.D. Cal. Jan. 23, 1998) (same); In re Read-Rite Corp. Sec. Litig., No. C-97-20059-RMW, Order Granting Plaintiffs' Motion for Appointment of Lead Plaintiff and Lead Counsel, at 4-5 (N.D. Cal. May 23, 1997) (same); Malin v. IVAX Corporation, et al., Case No. 96-1843-CIV-Moreno, Order Granting Malin/Ferretti/Pennsylvania Pension Fund Plaintiffs Group's Motion for Appointment as Lead Plaintiff and Order Approving Lead Plaintiffs' Choice of Counsel, at 4-8 (S.D. Fla. Nov. 1, 1996) (holding the plaintiff group with the largest number of shares is the most adequate plaintiff under the PSLRA); Zuckerman v. Foxmeyer Health Corp., et al., No. 3:96-CV-2258-T, Order Granting Motion to Withdraw Motion and Granting Joint Motion for Appointment of Lead Plaintiffs and Lead Counsel, at 5 (N.D. Tex. Mar. 28, 1997) (eleven individual plaintiffs with the largest financial interest collectively appointed lead plaintiff); Chan, et al. v. Orthologic Corp., et al., No. Civ. 96-1514 PHX RCB, Order, at 13 (D. Ariz. Dec. 19, 1996) (plaintiffs from five separate actions collectively appointed lead plaintiff); Powers, et al. v. Eichen, et al., Civ. No. 96-1431-B(AJB), Order Granting Plaintiffs' Motion to be Appointed Lead Plaintiffs Pursuant to §21D(a)(3)(B) of the Securities Exchange Act of 1934 and for Appointment of Lead Plaintiffs' Lead Counsel, at 1 (S.D. Cal. Nov. 15, 1996) (nine individual plaintiffs collectively appointed lead plaintiff). Bandman Decl., Exs. 5-10.

8. The chart provides a summary of each of the Movants' transactions in Sybase stock during the Class Period, including the losses suffered by each Movant. For Sybase stock that was held at the end of the Class Period, the loss is calculated to be the difference between the purchase price and the 90 day average as provided by the PSLRA.

9. Class members who have filed a complaint or made a motion pursuant to Exchange Act §21D(a)(3)(B) are eligible to be appointed lead plaintiff.