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                                                                    EXHIBIT 99.2

                             SAP AKTIENGESELLSCHAFT
             SYSTEME, ANWENDUNGEN, PRODUKTE IN DER DATENVERARBEITUNG

Supplement to the Invitation to the 14th Annual General Meeting of
Shareholders and Special Meeting of Preference Shareholders
Rosengarten, Mannheim, May 3, 2001

This supplement describes certain United States federal income tax consequences
of the conversion of preference shares into ordinary shares. This supplement
should be read together with the Invitation to the 14th Annual General Meeting
of Shareholders and Special Meeting of Preference Shareholders.

United States Federal Income Taxes

The following discussion of United States federal income tax consequences of the
conversion of preference shares into ordinary shares applies only to a
beneficial owner of preference shares that (i) is an individual that is a
citizen or resident of the United States for federal income tax purposes or is a
corporation organized under the laws of the United States or any political
subdivision thereof and (ii) does not own and has not owned at any time within
the last five years (and is not deemed for U.S. tax purposes to own or have
owned at any time within the last five years) 10% or more of the total combined
value or voting power of the Company's stock. This discussion is based, in part,
on representations of the depositary, and assumes that each obligation of the
deposit agreement and any related agreements will be performed in accordance
with its terms.

The Company anticipates that the conversion of the preference shares into
ordinary shares will be treated as a nontaxable "recapitalization" of the
Company for United States federal income tax purposes. If the conversion is so
treated, then a U.S. holder of preference shares will not recognize gain or loss
on the conversion and such holder's adjusted federal income tax basis and
holding period in the preference shares will become the holder's tax basis and
holding period in the ordinary shares received on the conversion.

United States persons that would hold, either directly or under the applicable
ownership attribution rules, 10% or more of the total combined voting power of
the Company's shares following the conversion of the non-voting preference
shares to ordinary voting shares should consult their tax advisors regarding
whether they may be subject, following the conversion, to U.S. tax rules that
would generally require that they include in income currently their share of the
Company's "subpart F income" whether or not such income is distributed by the
Company. For these purposes the Company's subpart F income would include certain
interest, dividends and royalties (other than certain royalties derived in the
active conduct of a trade or business).



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