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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report:

April 21, 2004
(Date of earliest event reported)

SYBASE, INC.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		0-19395 (Commission File Number)		94-2951005 (I.R.S. Employer Identification Number)

One Sybase Drive
Dublin, CA 94568
(Address of principal executive offices)

Registrant’s telephone number, including area code: (925) 236-5000

TABLE OF CONTENTS


	Item 7. Financial Statements and Exhibits
	Item 12. Results of Operations and Financial Condition
SIGNATURE
EXHIBIT INDEX
Exhibit 99.1

Item 7. Financial Statements and Exhibits


Exhibit No.		Description
99.1		Press Release of Sybase, Inc. issued April 21, 2004

Item 12. Results of Operations and Financial Condition

(a) On April 21, 2004, Sybase, Inc. issued a press release announcing its results for the three months ended March 31, 2004 (“Q1 2004 Release “), a copy of which is furnished as Exhibit 99.1 and incorporated herein by reference. As part of the Q1 2004 Release, Sybase presented certain unaudited financial information, including the following:

(1) Reconciliation to Pro Forma Condensed Consolidated Statements of Operations for the three months ended March 31, 2004 and March 31, 2003

(2) Reconciliation of GAAP-based EPS to Pro Forma EPS for the twelve months ended December 31, 2004

(3) Condensed Consolidated Balance Sheets for the three months ended March 31, 2004, and the twelve months ended December 31, 2003

(4) Condensed Consolidated Statements of Income for the three months ended March 31, 2004 and March 31, 2003

(5) Condensed Consolidated Statements of Income Pro Forma without purchase accounting, cost of restructure, and stock compensation expense for the three months ended March 31, 2004 and March 31, 2003

(6) Consolidated Statement of Operations by Segment for the three months ended March 31, 2004

(7) Consolidated Statement of Operations by Segment Pro Forma without purchase accounting, cost of restructure, and stock compensation expense for the three months ended March 31, 2004

(8) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2004 and March 31, 2003

(b) On the same date, the Company orally disclosed certain of the above-referenced pro forma and GAAP financial guidance for the first quarter and full year 2004 during a webcast and conference call meeting all of the following requirements:

(1) The information was provided as part of a presentation that was complementary to and occurred within 48 hours of publication of the Q1 2004 Release;

(2) The presentation was broadly accessible to the public by dial-in conference call and webcast;

(3) The financial and other statistical information contained in the presentation was available on our external website together with information required under Section 244.100 of Regulation G at the time of the conference call and webcast; and

(4) The presentation was announced by widely disseminated press release that included instructions as to when and how to access the presentation and the location on our website where the information would be available.


	SYBASE, INC.
Date: April 26, 2004	By:	/s/ TERESA D. CHUH
		Name:	Teresa D. Chuh
		Title:	Vice President and Associate General Counsel

Table of Contents

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(1)		Reconciliation to Pro Forma Condensed Consolidated Statements of Operations for the three months ended March 31, 2004 and March 31, 2003

(2)		Reconciliation of GAAP-based EPS to Pro Forma EPS for the twelve months ended December 31, 2004

(3)		Condensed Consolidated Balance Sheets for the three months ended March 31, 2004, and the twelve months ended December 31, 2003

(4)		Condensed Consolidated Statements of Income for the three months ended March 31, 2004 and March 31, 2003

(5)		Condensed Consolidated Statements of Income Pro Forma without purchase accounting, cost of restructure, and stock compensation expense for the three months ended March 31, 2004 and March 31, 2003

(6)		Consolidated Statement of Operations by Segment for the three months ended March 31, 2004

(7)		Consolidated Statement of Operations by Segment Pro Forma without purchase accounting, cost of restructure, and stock compensation expense for the three months ended March 31, 2004

(8)		Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2004 and March 31, 2003

(1)		The information was provided as part of a presentation that was complementary to and occurred within 48 hours of publication of the Q1 2004 Release;

(2)		The presentation was broadly accessible to the public by dial-in conference call and webcast;

(3)		The financial and other statistical information contained in the presentation was available on our external website together with information required under Section 244.100 of Regulation G at the time of the conference call and webcast; and

(4)		The presentation was announced by widely disseminated press release that included instructions as to when and how to access the presentation and the location on our website where the information would be available.