Exhibit 99.2

January 31, 2006

Marty Beard
SVP, Corporate Development & Marketing
Sybase, Inc.
One Sybase Drive
Dublin, CA 94568
(Delivered by hand)

Dear Marty:

This is to inform you of your 2006 Executive Compensation as approved by the Sybase, Inc. Compensation Committee.

1. Cash Compensation (effective January 1, 2006)

• Annual base salary: $342,585 (paid semi-monthly at $14,274.38)

• Incentive Bonus Plan target: $212,403 (% of your TTE )

• Total target earnings (TTE): $554,988

Your incentive bonus target will be based on Sybase, Inc. overall company performance as follows:

• 50% on Sybase revenue of $879 M

• 50% on Sybase profit before taxes (PBT) of $194.3 M

Payment of annual incentive bonus will be based on following:

a) Sybase revenue:

• 70% at 93% of target performance

• 100% at 100%

• 3 for 1 after 100% (e.g. 130% at 110%)

• Not to exceed 400% of target bonus

b) Sybase PBT

• 80% at 80% of target performance

• 100% at 100%

• 3 for 1 after 100% (e.g. 130% at 110%)

• Not to exceed 300% of target bonus

Marty Beard
January 31, 2006
Page 2

2. Long-Term Incentives

a) Sybase Performance-based Restricted Stock : (Attachment A)

• 12,580 shares (3-year performance period)

b) Sybase Restricted Stock:

• 5,032 shares (3-year cliff vest)

c) Time Vested Stock Appreciation Rights (SARs) to be settled in Sybase Stock per attached information: (Attachment B)

• 27,966 stock appreciation rights (4-year service vest)

I also want to take this opportunity to thank you for your contributions in 2005. I look forward to your support and contributions in 2006.

Sincerely,

/s/ John S. Chen

John S. Chen
Chairman, CEO and President

cc: HR File