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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)


Superior Consultant Holdings Corporation
(Name of Issuer)


Common Stock, par value $0.01
(Title of Class of Securities)


868146101
(CUSIP Number)


Susan M. Synor
Superior Consultant Holdings Corporation
5225 Auto Club Drive
Dearborn, Michigan 48126
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


December 17, 2004
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.12d-1(g), check the following box. o

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities and Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

TABLE OF CONTENTS


Item 4 — Purpose of Transaction
Item 5 — Interest in Securities of the Issuer
Item 6 — Contracts, arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 7 — Materials to be Filed as Exhibits
Signature

CUSIP No. 868146101 Page 2 of 6 Pages

1. NAME OF REPORTING PERSON
Ronald V. Aprahamian I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) o

(b) o

3. SEC USE ONLY

4. SOURCE OF FUNDS
N/A

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH

7. SOLE VOTING POWER
885,148

8. SHARED VOTING POWER
3,000

9. SOLE DISPOSITIVE POWER
885,148

10. SHARED DISPOSITIVE POWER
3,000

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
888,148

12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%

14. TYPE OF REPORTING PERSON
IN


CUSIP No. 868146101		Page 3 of 6 Pages

The undersigned hereby amends his Schedule 13D filed March 31, 2003 (the “Schedule 13D”), relating to the Common Stock of Superior Consultant Holdings Corporation. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning as set forth in the Schedule 13D. The purpose of this Amendment No. 1 is to report that the Reporting Person has entered into a Tender and Voting Agreement in connection with an Agreement and Plan of Merger entered into by Superior Consultant Holdings Corporation (as described below).

Item 4 – Purpose of Transaction

On December 17, 2004, Superior Consultant Holdings Corporation, a Delaware corporation (“Superior”), Affiliated Computer Services, Inc., a Delaware corporation (“ACS”), and ACS Merger Corporation, a Delaware corporation and wholly owned subsidiary of ACS (“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, subject to satisfaction or waiver of the conditions therein, Superior will merge with and into ACS (the “Merger”). Under the terms of the Merger Agreement, ACS will commence a tender offer for all outstanding shares of Superior common stock (the “Offer”) for a cash purchase price of $8.50 per share. The expiration date of the Offer is 12:00 midnight, Eastern time, on the date that is 20 Business Days after the date the Offer is commenced, although the offer may be extended under certain conditions. Following the conclusion of the Offer, subject to the satisfaction or waiver of the conditions in the Merger Agreement, the Merger will be consummated. Upon consummation of the Merger, the remaining holders of issued and outstanding shares of common stock of Superior (other than stockholders who exercise appraisal rights to the extent available under Delaware law), will receive $8.50 in cash for each share of Superior common stock.

In addition, each option and warrant to acquire Superior common stock outstanding immediately prior to the consummation of the Merger will, upon consummation of the Merger, be cancelled and will receive cash in an amount equal to the excess, if any, of $8.50 and the exercise price per share under such option or warrant, multiplied by the number of shares obtainable under such option or warrant.

On December 17, 2004, Superior, ACS and Merger Sub entered into a Tender and Voting Agreement with the Reporting Person. Under the Tender and Voting Agreement, the Reporting Person agreed to tender any and all currently owned and subsequently acquired shares to ACS pursuant to the Offer and vote all of such Reporting Person’s shares in favor of adoption of the Merger Agreement and against any competing transaction, any action, proposal or agreement that would result in the breach of any covenant, obligation, agreement, representation or warranty of Superior under the Merger Agreement or of Reporting Person in the Tender and Voting Agreement against any action, agreement, transaction (other than the Merger Agreement or the transactions contemplated thereby) or proposal (including any Acquisition Proposal, other than a Superior Proposal (as each such term is defined in the Merger Agreement)) that could reasonably be expected to result in any of the conditions to the Offer or to the Company’s obligations under


CUSIP No. 868146101		Page 4 of 6 Pages

the Merger Agreement not being fulfilled or that is intended, or could reasonably be expected, to impede, interfere, delay, discourage or adversely affect the Merger Agreement, the Offer, the Merger or the Tender and Voting Agreement.

On December 17, 2004, Superior issued a press release announcing the signing of the Merger Agreement. On December 23, 2004, ACS filed its Schedule TO and Superior filed its Schedule 14d-9.

Copies of the Merger Agreement, form of Tender and Voting Agreement and Press Release are incorporated herein by reference. The foregoing summary of the Merger Agreement, Tender and Voting Agreement and the Press Release does not purport to be complete and is qualified in its entirety by reference to the provisions of such agreements and press release.

Item 5 – Interest in Securities of the Issuer

Item 5 is supplemented as follows:

(a) As of November 30, 2004, there were 10,551,530 shares of Common Stock issued and outstanding. Based on such information, as of the date hereof, the Reporting Person beneficially owns 888,148 shares which represents approximately 8.4% of the outstanding shares of Common Stock. The number of shares beneficially owned by the Reporting Person includes shares issuable upon exercise of options currently exercisable or exercisable within 60 days from November 30, 2004 in the amount of 44,000 shares.

(b) The Reporting Person possesses sole voting power and sole dispositive power with respect to 885,148 shares and shares voting power and dispositive power with respect to 3,000 shares with his mother, Ms. Polly Mary Aprahamian, for which he serves as a trustee under a trust established for her benefit.

Item 6 – Contracts, arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Item 4 is hereby incorporated by reference

Item 7 – Materials to be Filed as Exhibits

Item 7 is amended as follows:

(1) Form of Tender and Voting Agreement by and among Superior Consultant Holdings Corporation, Affiliated Computer Services, Inc., ACS Merger Corp. and the Reporting Person (incorporated by reference to Exhibit 99 (D)(2) to Schedule TO filed with the Securities and Exchange Commission on December 23, 2004).


CUSIP No. 868146101		Page 5 of 6 Pages

(2) Agreement and Plan of Merger, dated as of December 17, 2004 by and among Superior Consultant Holdings Corporation, Affiliated Computer Services, Inc., and ACS Merger Corp. (incorporated by reference to Exhibit 2 to Form 8-K filed with the Securities and Exchange Commission on December 21, 2004).

(3) Press Release, dated December 17, 2004, issued by Superior Consultant Holdings Corporation, announcing the Agreement and Plan of Merger (incorporated by reference to Exhibit 99 to Form 8-K filed with the Securities and Exchange Commission on December 21, 2004).


CUSIP No. 868146101		Page 6 of 6 Pages

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 28, 2004

/s/Ronald V. Aprahamian
Ronald V. Aprahamian

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CUSIP No. 868146101					Page 2 of 6 Pages

	1.	NAME OF REPORTING PERSON Ronald V. Aprahamian			I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
		(a)	o
		(b)	o

	3.	SEC USE ONLY

	4.	SOURCE OF FUNDS N/A

	5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

	6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
			7.	SOLE VOTING POWER 885,148

			8.	SHARED VOTING POWER 3,000

			9.	SOLE DISPOSITIVE POWER 885,148

			10.	SHARED DISPOSITIVE POWER 3,000

	11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 888,148

	12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

	13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.4%

	14.	TYPE OF REPORTING PERSON IN

(2)		Agreement and Plan of Merger, dated as of December 17, 2004 by and among Superior Consultant Holdings Corporation, Affiliated Computer Services, Inc., and ACS Merger Corp. (incorporated by reference to Exhibit 2 to Form 8-K filed with the Securities and Exchange Commission on December 21, 2004).

(3)		Press Release, dated December 17, 2004, issued by Superior Consultant Holdings Corporation, announcing the Agreement and Plan of Merger (incorporated by reference to Exhibit 99 to Form 8-K filed with the Securities and Exchange Commission on December 21, 2004).