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EXHIBIT 99.6
We hereby consent to the use in the Registration Statement of webMethods, Inc.
on Form S-4 and in the Proxy Statement/Prospectus of webMethods Inc. and Active
Software, Inc., which is part of the Registration Statement, of our opinion
dated May 20, 2000 appearing as Annex B to such Proxy Statement/Prospectus, to
the description therein of such opinion and to the references therein to our
name. In giving the foregoing consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended (the "Securities Act"), or the rules and regulations
promulgated thereunder, nor do we admit that we are experts with respect to any
part of such Registration Statement within the meaning of the term "experts" as
used in the Securities Act or the rules and regulations promulgated thereunder.
MORGAN STANLEY & CO.
INCORPORATED
By: /s/ COLE R. BADER
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Cole R. Bader
Vice President
New York, New York
June 15, 2000
