SCHEDULE 14A
                                 (RULE 14A-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT
                  (PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
                      THE SECURITIES EXCHANGE ACT OF 1934)

Filed by the Registrant  |X|
Filed by a party other than the Registrant  |_|

Check the appropriate box:
|_|  Preliminary Proxy Statement
|_|  Confidential, For Use of the Commission Only (as permitted by
     Rule 14a-6(e)-2)
|_|  Definitive Proxy Statement
|_|  Definitive Additional Materials
|X|  Soliciting Material Pursuant to ss.240.14a-12

                             MERCATOR SOFTWARE, INC.
--------------------------------------------------------------------------------
                  (Name of Registrant Specified in Its Charter)

--------------------------------------------------------------------------------
      (Name of Person(s) Filing Proxy Statement, if Other Than Registrant)

Payment of Filing Fee (Check the appropriate box):
|X|  No fee required
|_|  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

(1)  Title of each class of securities to which transaction applies:

(2)  Aggregate number of securities to which transaction applies:

(3)  Per unit price or other underlying value of transaction computed pursuant
     to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
     calculated and state how it was determined):

(4)  Proposed maximum aggregate value of transaction:

(5)  Total fee paid:

|_| Fee paid previously by written preliminary materials:
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
    0-11(a)(2) and identify filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
    or the Form or Schedule and the date of its filing.

(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing party:
(4) Date filed:



                                EXPLANATORY NOTE

     Mercator Software, Inc., a Delaware corporation ("Mercator"), is filing the
materials contained in this Schedule 14A with the Securities and Exchange
Commission on March 31, 2003 in connection with the solicitation of proxies for
electing the board of directors of Mercator at the 2003 annual meeting of
Mercator's stockholders.

                           [From the Desk of Roy King]

Dear Colleagues:

     I am writing to update you on the latest developments concerning the
proposal to buy the Company from SSH/Broken Arrow, a dissident stockholder.

     Mercator's Board of Directors, after reviewing SSH's unsolicited hostile
proposal and consulting with its financial and legal advisors, unanimously
rejected the un-financed and highly conditional proposal from SSH received on
March 31, 2003.

     A press release announcing our decision was issued this morning and is
attached for your information. Feel free to share this press release with
colleagues, partners and customers. Please continue to refer all inquiries
regarding the SSH matter either to Ken Hall, our Executive Vice President and
Chief Financial Officer at ext.1375, or Jonathan Cohen, Vice President,
Corporate Communications at ext. 1214.

     In the face of this distraction, let's sharpen our focus on executing our
strategy, serving our customers and partners, and making this Company
successful.

All the best,
/s/
Roy C. King
Chairman & CEO

                             ADDITIONAL INFORMATION

     On March 27, 2003, Mercator filed a preliminary proxy statement with the
Securities and Exchange Commission relating to Mercator's solicitation of
proxies from the stockholders of Mercator with respect to the Mercator 2003
annual meeting of stockholders. Mercator will file with the Commission, and will
furnish to Mercator's stockholders, a definitive proxy statement and may file
other proxy solicitation materials. MERCATOR ADVISES SECURITY HOLDERS TO READ
ITS PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION.

     Mercator's proxy statement and other relevant documents will be available
for free at www.sec.gov. You may also obtain a free copy of Mercator's
definitive proxy statement, when it becomes available, by writing to Mercator at
45 Danbury Road, Wilton, CT 06897 or at www.mercator.com. Detailed information
regarding the names, affiliation and interests of individuals who may be deemed
participants in the solicitation of proxies of Mercator's stockholders is
provided below and is available in the soliciting materials on Schedule 14A
filed by Mercator with the SEC.

                                      -2-


     Mercator and the directors and certain of the executive officers of
Mercator may be deemed to be participants in the solicitation of proxies in
respect of electing the board of directors of Mercator at the 2003 annual
meeting of stockholders of Mercator. Those executive officers and directors of
Mercator are: Roy C. King, Jill M. Donohoe, David L. Goret, Kenneth J. Hall,
Mark W. Register, James P. Schadt, Constance F. Galley, Ernest E. Keet, Michael
E. Lehman, Dennis G. Sisco and Mark C. Stevens. Additional information with
respect to the beneficial ownership of those executive officers and directors of
Mercator common stock is set forth in the preliminary proxy statement filed by
Mercator with the Commission on March 27, 2003.

                                      -3-