UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

SYBASE, INC.

(Name of Subject Company (Issuer) and Name of Filing Person (Offeror))

Common Stock, Par Value $0.001 Per Share
(including associated rights issued under the Preferred Stock Rights Agreement)
(Title of Class of Securities)
871130100
(CUSIP Number of Class of Securities)

Daniel R. Carl, Esq.
Vice President, General Counsel and Secretary
One Sybase Drive
Dublin, CA 94568
(925) 236-5000

(Name, address and telephone number of person authorized to receive notices
and communication on behalf of Filing Persons)

Copy to:

Bradley L. Finkelstein, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
Tel: (650) 493-9300

CALCULATION OF REGISTRATION FEE

Transaction Valuation*	Amount of Filing Fee**
$300,000,000	$11,790.00

     * Estimated for purposes of calculating the amount of the filing fee only, this amount is based on the purchase of 10,000,000 shares of common stock at the maximum tender offer price of $30.00 per share.

     ** The Amount of Filing Fee calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $39.30 for each $1,000,000 of the value of the transaction.

     o Check the box if any part of the filing fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: N/A	Filing Party: N/A
Form or Registration No.: N/A	Date Filed: N/A

     o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

     Check the appropriate boxes below to designate any transaction to which the statement relates:

o third party tender offer subject to Rule 14d-1.

þ issuer tender offer subject to Rule 13e-4.

o going private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

     Check the following box if the filing is a final amendment reporting the results of the tender offer:   o

INTRODUCTION

     This Tender Offer Statement on Schedule TO relates to the offer by Sybase, Inc., a Delaware corporation (“Sybase” or the “Company”), to purchase up to 10,000,000 shares of its common stock, par value $0.001 per share, including the associated rights issued under the Preferred Stock Rights Agreement, dated July 31, 2002, as amended, between the Company and the American Stock Transfer & Trust Company, as Rights Agent, at a price not greater than $30.00 nor less than $28.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 10, 2008 (the “Offer to Purchase”), a copy of which is attached hereto as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the “Letter of Transmittal”), a copy of which is attached hereto as Exhibit (a)(1)(B). This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended. The information contained in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference in response to all of the items of this Schedule TO, as more particularly described below.

Item 1. Summary Term Sheet.

     The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.

Item 2. Subject Company Information.

     (a) The name of the issuer is Sybase, Inc., a Delaware corporation, and the address of its principal executive office is One Sybase Drive, Dublin, California 94568. The telephone number of its principal executive office is (925) 236-5000.

     (b) The information set forth under “Introduction” in the Offer to Purchase is incorporated herein by reference.

     (c) The information set forth in the Offer to Purchase under Section 8 (“Price Range of the Shares”) is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

     (a) The Company is the filing person. The Company’s address and telephone number are set forth in Item 2 above. The information set forth in the Offer to Purchase under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.

Item 4. Terms of the Transaction.

     (a) The following sections of the Offer to Purchase contain a description of the material terms of the transaction and are incorporated herein by reference:

• “Summary Term Sheet”;

• “Introduction”;

• Section 1 (“Terms of the Offer”);

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• Section 2 (“Purpose of the Tender Offer; Certain Effects of the Tender Offer; Other Plans”);

• Section 3 (“Procedures for Tendering Shares”);

• Section 4 (“Withdrawal Rights”);

• Section 5 (“Purchase of Shares and Payment of Purchase Price”);

• Section 6 (“Conditional Tender of Shares”);

• Section 7 (“Conditions of the Tender Offer”);

• Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”);

• Section 14 (“Certain Material U.S. Federal Income Tax Consequences of the Offer to U.S. Holders”); and

• Section 15 (“Extension of the Tender Offer; Termination; Amendment”).

     (b) The information in the “Introduction” to the Offer to Purchase and in Section 11 of the Offer to Purchase (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

     (e) The information set forth in the Offer to Purchase under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

     (a), (b) and (c)(1)-(10) The information set forth in the Offer to Purchase under Section 2 (“Purpose of the Tender Offer; Certain Effects of the Tender Offer; Other Plans”) is incorporated herein by reference.

Item 7. Source and Amount of Funds or Other Consideration.

     (a) The information set forth in the Offer to Purchase under Section 9 (“Source and Amount of Funds”) is incorporated herein by reference.

     (b) The information set forth in the Offer to Purchase under Section 7 (“Conditions of the Tender Offer”) is incorporated herein by reference.

     (d) The information set forth in the Offer to Purchase under Section 9 (“Source and Amount of Funds”) is incorporated herein by reference.

Item 8. Interest in Securities of the Subject Company.

     (a) and (b) The information set forth in the Offer to Purchase under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.

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Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

     (a) The information set forth in the Offer to Purchase under Section 16 (“Fees and Expenses”) is incorporated herein by reference.

Item 10. Financial Statements.

     Not applicable

Item 11. Additional Information.

     (a) The information set forth in the Offer to Purchase under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”), Section 10 (“Information about Sybase, Inc.”), Section 12 (“Effects of the Tender Offer on the Market for Shares; Registration under the Exchange Act”) and Section 13 (“Legal Matters; Regulatory Approvals”) is incorporated herein by reference. To the knowledge of the Company, no material legal proceedings relating to the tender offer are pending.

     (b) The information set forth in the Offer to Purchase and the related Letter of Transmittal, copies of which are filed as Exhibits (a)(1)(A) and (a)(1)(B) hereto, respectively, as each may be amended or supplemented from time to time, is incorporated herein by reference.

Item 12. Exhibits.

(a)(1)(A)*	Offer to Purchase dated March 10, 2008.
(a)(1)(B)*	Letter of Transmittal.
(a)(1)(C)*	Notice of Guaranteed Delivery.
(a)(1)(D)*	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated March 10, 2008.
(a)(1)(E)*	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated March 10, 2008.
(a)(1)(F)*	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(1)(G)	Press Release, dated February 26, 2008, incorporated by reference from Exhibit 99.1 to the Company’s Report on Form 8-K dated February 26, 2008.
(a)(1)(H)*	Summary Advertisement dated March 10, 2008.
(a)(1)(I)*	Press Release, dated March 10, 2008.
(a)(2)	Not Applicable.
(a)(3)	Not Applicable.
(a)(4)	Not Applicable.
(b)	Not Applicable.
(d)(1)	Preferred Stock Rights Agreement dated as of July 31, 2002 between the Company and American Stock Transfer & Trust Co. (incorporated by reference from Exhibit 4.1 to the Company’s Report on Form 8-K filed on August 5, 2002).
(d)(2)	Amendment No. 1 dated as of February 14, 2005 to the Preferred Stock Rights Agreement dated as of July 31, 2002 between the Company and American Stock Transfer & Trust Co. (incorporated by reference to Exhibit 4.2 to the Company’s Report on Form 8-K filed on February 17, 2005).
(d)(3)	1988 Stock Option Plan and Forms of Incentive Stock Option Agreements and Nonstatutory Stock Option Agreements, as amended (incorporated by reference to the Exhibits filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 1997).

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(d)(4)	Sybase, Inc. 401(k) Plan, as amended (incorporated by reference to the Exhibits filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2005).
(d)(5)	Amendment No. 2 to the Sybase, Inc. 401(k) Plan dated December 22, 2005 (incorporated by reference to the Exhibits filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2005).
(d)(6)	Sybase, Inc. 1992 Director Stock Option Plan, as amended (incorporated by reference to the Exhibits filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2001).
(d)(7)	Sybase, Inc. 2001 Director Stock Option Plan (incorporated by reference to the Company’s Registration Statement on Form S-8 filed June 19, 2001).
(d)(8)	Sybase, Inc. 1996 Stock Plan, as amended (incorporated by reference to the Company’s Registration Statement on Form S-8 filed June 19, 2001).
(d)(9)	Form of Indemnification Agreement (incorporated by reference to the Exhibits filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2004).
(d)(10)	Form of Amended and Restated Change of Control Agreement (standard version) (incorporated by reference to the Exhibits filed with the Company’s Report on Form 8-K filed on December 20, 2007).
(d)(11)	Form of Amended and Restated Change of Control Agreement (enhanced version) (incorporated by reference to the Exhibits filed with the Company’s Report on Form 8-K filed on December 20, 2007).
(d)(12)	Amended and Restated 1991 Employee Stock Purchase Plan, as amended February 2, 2005 and Amended and Restated 1991 Foreign Subsidiary Employee Stock Purchase Plan, as amended February 2, 2005 (incorporated by reference to the Exhibits filed with the Company’s Registration Statement on Form S-8 filed on July 29, 2005).
(d)(13)	Second Amended and Restated Employment Agreement between the Company and John S. Chen dated as of December 18, 2007 (incorporated by reference to the Exhibits filed with the Company’s Report on Form 8-K filed on December 20, 2007).
(d)(14)	Amended and Restated Change of Control Agreement between the Company and John Chen dated December 18, 2007 (incorporated by reference to the Exhibits filed with the Company’s Report on Form 8-K filed on December 20, 2007).
(d)(15)	Financial Fusion, Inc. 2000 Stock Option Plan (incorporated by reference to the Exhibits filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2000).
(d)(16)	Financial Fusion, Inc. 2001 Stock Option Plan (incorporated by reference to the Exhibits filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2001).
(d)(17)	iAnywhere Solutions, Inc. Stock Option Plan (incorporated by reference to the Exhibits filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2001).
(d)(18)	Form of Notice of Grant and Restricted Stock Purchase Agreement (incorporated by reference to the Exhibits filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2001).
(d)(19)	Letter dated February 5, 2008 to John S. Chen regarding 2008 compensation (incorporated by reference to the Exhibits filed with the Company’s Report on Form 8-K filed on February 8, 2008).
(d)(20)	Amended and Restated Sybase, Inc. 2003 Stock Plan (incorporated by reference to the Company’s Registration Statement on Form S-8 filed on August 9, 2007).

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(d)(21)	Letter dated February 5, 2008 to Jeffrey Ross regarding 2008 compensation (incorporated by reference to the Exhibits filed with the Company’s Report on Form 8-K filed on February 8, 2008).
(d)(22)	Letter dated February 5, 2008 to Marty Beard regarding 2008 compensation (incorporated by reference to the Exhibits filed with the Company’s Report on Form 8-K filed on February 8, 2008).
(d)(23)	Letter dated February 5, 2008 to Raj Nathan regarding 2008 compensation (incorporated by reference to the Exhibits filed with the Company’s Report on Form 8-K filed on February 8, 2008).
(d)(24)	Letter dated February 5, 2008 to Steve Capelli regarding 2008 compensation (incorporated by reference to the Exhibits filed with the Company’s Report on Form 8-K filed on February 8, 2008).
(d)(25)	Summary of Vesting Terms for 2008 Grants to Chen, Ross, Beard, Nathan and Capelli (incorporated by reference to the Exhibits filed with the Company’s Report on Form 8-K filed on February 8, 2008).
(g)	Not Applicable.
(h)	Not Applicable.

* Filed herewith.

Item 13. Information Required by Schedule 13E-3.

     Not Applicable.

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SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 10, 2008	SYBASE, INC.
	By:	/s/ Daniel R. Carl
		Name: Daniel R. Carl
		Title: Vice President, General Counsel and Secretary

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Exhibit Index

(a)(1)(A)*	Offer to Purchase dated March 10, 2008.
(a)(1)(B)*	Letter of Transmittal.
(a)(1)(C)*	Notice of Guaranteed Delivery.
(a)(1)(D)*	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated March 10, 2008.
(a)(1)(E)*	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated March 10, 2008.
(a)(1)(F)*	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(1)(G)	Press Release, dated February 26, 2008, incorporated by reference from Exhibit 99.1 to the Company’s Report on Form 8-K dated February 26, 2008.
(a)(1)(H)*	Summary Advertisement dated March 10, 2008.
(a)(1)(I)*	Press Release, dated March 10, 2008.
(a)(2)	Not Applicable.
(a)(3)	Not Applicable.
(a)(4)	Not Applicable.
(b)	Not Applicable.
(d)(1)	Preferred Stock Rights Agreement dated as of July 31, 2002 between the Company and American Stock Transfer & Trust Co. (incorporated by reference from Exhibit 4.1 to the Company’s Report on Form 8-K filed on August 5, 2002).
(d)(2)	Amendment No. 1 dated as of February 14, 2005 to the Preferred Stock Rights Agreement dated as of July 31, 2002 between the Company and American Stock Transfer & Trust Co. (incorporated by reference to Exhibit 4.2 to the Company’s Report on Form 8-K filed on February 17, 2005).
(d)(3)	1988 Stock Option Plan and Forms of Incentive Stock Option Agreements and Nonstatutory Stock Option Agreements, as amended (incorporated by reference to the Exhibits filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 1997).
(d)(4)	Sybase, Inc. 401(k) Plan, as amended (incorporated by reference to the Exhibits filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2005).
(d)(5)	Amendment No. 2 to the Sybase, Inc. 401(k) Plan dated December 22, 2005 (incorporated by reference to the Exhibits filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2005).
(d)(6)	Sybase, Inc. 1992 Director Stock Option Plan, as amended (incorporated by reference to the Exhibits filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2001).
(d)(7)	Sybase, Inc. 2001 Director Stock Option Plan (incorporated by reference to the Company’s Registration Statement on Form S-8 filed June 19, 2001).
(d)(8)	Sybase, Inc. 1996 Stock Plan, as amended (incorporated by reference to the Company’s Registration Statement on Form S-8 filed June 19, 2001).
(d)(9)	Form of Indemnification Agreement (incorporated by reference to the Exhibits filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2004).
(d)(10)	Form of Amended and Restated Change of Control Agreement (standard version) (incorporated by reference to the Exhibits filed with the Company’s Report on Form 8-K filed on December 20, 2007).
(d)(11)	Form of Amended and Restated Change of Control Agreement (enhanced version) (incorporated by reference to the Exhibits filed with the Company’s Report on Form 8-K filed on December 20, 2007).

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(d)(12)	Amended and Restated 1991 Employee Stock Purchase Plan, as amended February 2, 2005 and Amended and Restated 1991 Foreign Subsidiary Employee Stock Purchase Plan, as amended February 2, 2005 (incorporated by reference to the Exhibits filed with the Company’s Registration Statement on Form S-8 filed on July 29, 2005).
(d)(13)	Second Amended and Restated Employment Agreement between the Company and John S. Chen dated as of December 18, 2007 (incorporated by reference to the Exhibits filed with the Company’s Report on Form 8-K filed on December 20, 2007).
(d)(14)	Amended and Restated Change of Control Agreement between the Company and John Chen dated December 18, 2007 (incorporated by reference to the Exhibits filed with the Company’s Report on Form 8-K filed on December 20, 2007).
(d)(15)	Financial Fusion, Inc. 2000 Stock Option Plan (incorporated by reference to the Exhibits filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2000).
(d)(16)	Financial Fusion, Inc. 2001 Stock Option Plan (incorporated by reference to the Exhibits filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2001).
(d)(17)	iAnywhere Solutions, Inc. Stock Option Plan (incorporated by reference to the Exhibits filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2001).
(d)(18)	Form of Notice of Grant and Restricted Stock Purchase Agreement (incorporated by reference to the Exhibits filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2001).
(d)(19)	Letter dated February 5, 2008 to John S. Chen regarding 2008 compensation (incorporated by reference to the Exhibits filed with the Company’s Report on Form 8-K filed on February 8, 2008).
(d)(20)	Amended and Restated Sybase, Inc. 2003 Stock Plan (incorporated by reference to the Company’s Registration Statement on Form S-8 filed on August 9, 2007).
(d)(21)	Letter dated February 5, 2008 to Jeffrey Ross regarding 2008 compensation (incorporated by reference to the Exhibits filed with the Company’s Report on Form 8-K filed on February 8, 2008).
(d)(22)	Letter dated February 5, 2008 to Marty Beard regarding 2008 compensation (incorporated by reference to the Exhibits filed with the Company’s Report on Form 8-K filed on February 8, 2008).
(d)(23)	Letter dated February 5, 2008 to Raj Nathan regarding 2008 compensation (incorporated by reference to the Exhibits filed with the Company’s Report on Form 8-K filed on February 8, 2008).
(d)(24)	Letter dated February 5, 2008 to Steve Capelli regarding 2008 compensation (incorporated by reference to the Exhibits filed with the Company’s Report on Form 8-K filed on February 8, 2008).
(d)(25)	Summary of Vesting Terms for 2008 Grants to Chen, Ross, Beard, Nathan and Capelli (incorporated by reference to the Exhibits filed with the Company’s Report on Form 8-K filed on February 8, 2008).
(g)	Not Applicable.
(h)	Not Applicable.

* Filed herewith.

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