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

BERMAN, DeVALERIO, PEASE

& TABACCO

JOSEPH J. TABACCO, JR. (75484)

NICOLE LAVALLEE (165755)

425 California Street

Suite 2025

San Francisco, CA 94104

Telephone: 415/433-3200

Co-Lead Counsel for Plaintiffs

[Additional counsel appear on signature page.]

In re SYBASE INC. II SECURITIES LITIGATION

__________________________________________

This Document Relates To:

ALL ACTIONS.

__________________________________________

Master File No. C-98-0252-CAL

CLASS ACTION

DATE: September 4, 1998

TIME: 2:00 p.m.

DEPT.: 10

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, Co-Lead Counsel for Plaintiffs I make this declaration in support of Plaintiffs' Memorandum of Law in Support of their Opposition to Defendants' Motion to Dismiss.

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

Exhibit A: In re Baesa Sec. Litig., Consolidated Second Amended Class Action Complaint, Master File No. 96 Civ. 7435 (JSR);

Exhibit B: Nicholas D. Kristof, "Japanese Premier Resigns As Voters Rebuke His Party," New York Times, July 13, 1998;

Exhibit C: Letter to the Honorable Arthur Levitt, Chairman, Securities & Exchange Commission from Phil Gramm and Alfonse M. D'Amato, dated March 24, 1998; and Chairman Arthur Levitt's response, dated March 24, 1998; and

Exhibit D: Brent Berti v. VideoLan Tech., C.A. No. 3:97-CV-296-H, Memorandum Opinion (W.D. Ky. June 10, 1998).

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. If called as a witness, I could and would competently testify thereto. Executed this 30th day of July, 1998, at San Diego, California.

___________________________________________

RANDI D. BANDMAN

SYBASE2\PLC04334.DEC

I, the undersigned, declare:

1. That declarant is and was, at all times herein mentioned, 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 July 30, 1998, declarant served the DECLARATION OF RANDI D. BANDMAN IN SUPPORT OF PLAINTIFFS' MEMORANDUM OF LAW IN SUPPORT OF THEIR OPPOSITION TO DEFENDANTS' MOTION TO DISMISS 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 30th day of July, 1998, at San Diego, California.

_________________________________________

PILAR COLINA