BMC SOFTWARE INC
1ST AMEND.TO 2000 EMPLOYEE STOCK INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.4B
<SEQUENCE>4
<FILENAME>h97489exv10w4b.txt
<DESCRIPTION>1ST AMEND.TO 2000 EMPLOYEE STOCK INCENTIVE PLAN
<TEXT>
<PAGE>
                                                                 EXHIBIT 10.4(b)

                     FIRST AMENDMENT TO BMC SOFTWARE, INC.
                       2000 EMPLOYEE STOCK INCENTIVE PLAN

         WHEREAS, BMC SOFTWARE, INC. (the "Company") has heretofore adopted the
BMC SOFTWARE, INC. 2000 EMPLOYEE STOCK INCENTIVE PLAN (the "Plan") for the
benefit of certain employees of the Company and its subsidiaries; and

         WHEREAS, the Company desires to amend the Plan in certain respects;

         NOW, THEREFORE, the Plan shall be amended as follows, effective as of
January 1, 2000:

         1. The following new Subparagraph (d) shall be added to the end of
Paragraph IV of the Plan:

                  "(d) DELEGATION OF AUTHORITY BY THE COMMITTEE. Notwithstanding
         the preceding provisions of this Paragraph IV or any other provision of
         the Plan to the contrary, the Committee may from time to time, in its
         sole discretion, delegate to the Chief Executive Officer of the Company
         the administration (or interpretation of any provision) of the Plan,
         and the right to grant Awards under the Plan, insofar as such
         administration (and interpretation) and power to grant Awards relates
         to any person who is not subject to Section 16 of the 1934 Act
         (including any successor section to the same or similar effect). Any
         such delegation may be effective only so long as the Chief Executive
         Officer of the Company is a Director, and the Committee may revoke such
         delegation at any time. The Committee may put any conditions and
         restrictions on the powers that may be exercised by the Chief Executive
         Officer of the Company upon such delegation as the Committee determines
         in its sole discretion. In the event of any conflict in a determination
         or interpretation under the Plan as between the Committee and the Chief
         Executive Officer of the Company, the determination or interpretation,
         as applicable, of the Committee shall be conclusive."

         2. As amended hereby, the Plan is specifically ratified and reaffirmed.

</TEXT>
</DOCUMENT>
