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                                                                   EXHIBIT 10.03


     AMENDMENT NO. 1 TO RESTRICTED STOCK PURCHASE AGREEMENT (75,000 SHARES)


         WHEREAS, on January 24, 2000, Intuit Inc. (the "Company") and Stephen
M. Bennett ("Purchaser") entered into a Restricted Stock Purchase Agreement (the
"Agreement") with respect to 75,000 shares of common stock of the Company (the
"Shares"); and

         WHEREAS, on January 17, 2001 the Compensation Committee of the
Company's Board of Directors amended the vesting schedule under the Agreement;

         RESOLVED, that Section 5.2 of the Stock Purchase Agreement which sets
for the vesting schedule is hereby amended and restated in its entirety to read
as follows:

         5.2 Vesting Schedule. The Shares will vest over a ten-year period. On
the Effective Date all of the Shares will be Unvested Shares. Provided Purchaser
remains continuously employed with the Company through the applicable vesting
date: (a) 7,500 shares will vest on the first trading day on or following
January 24, 2001 that Purchaser would be permitted to sell the Company's common
stock in compliance with the Company's Insider Trading Policy and applicable
insider trading laws, but in no event later than the last trading day of the
following March (the "First Permitted Trading Date"); (b) the next 60,000 shares
shall vest over the next eight years as to 7,500 shares on the First Permitted
Trading Date on or after each of January 24, 2002 through 2009, respectively;
and (c) the remaining 7,500 shares shall vest on January 24, 2010. In the event
Purchaser's employment with the Company is terminated due to "INVOLUNTARY
TERMINATION," "TERMINATION WITHOUT CAUSE" or "TERMINATION FOR DEATH OR
DISABILITY," each as defined in the Employment Agreement, the vesting of the
Shares will accelerate as set forth in Section 5.3 below. In the event
Purchaser's employment with the Company is terminated due to "VOLUNTARY
TERMINATION" or "TERMINATION FOR CAUSE," the Shares will cease vesting on the
date Purchaser's employment with the Company terminates, and the Company or its
assignee(s) will have a Repurchase Option as to all Unvested Shares on such
date. Hereinafter the date on which Purchaser's employment with the Company ends
shall be referred to as the "TERMINATION DATE."

         This Amendment No. 1 is entered into effective as of January 17, 2001.

INTUIT INC.                             PURCHASER

By:  /s/ Greg Santora                   /s/ Stephen M. Bennett
---------------------------             -----------------------
Greg Santora                            Stephen M. Bennett
Chief Financial Officer