10-K/A

1
                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
                                    
                               FORM 10-K/A
                               AMENDMENT 1
                              ANNUAL REPORT
                 PURSUANT TO SECTION 13 OR 15(d) OF THE 
                     SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1995     Commission file number 1-10557

                  POLICY MANAGEMENT SYSTEMS CORPORATION
         (Exact name of registrant as specified in its charter)
 
           South Carolina                                  57-0723125  
    (State or other jurisdiction of                      (IRS Employer   
     incorporation or organization)                    Identification No.)

      One PMSC Center (P.O. Box Ten)
    Blythewood, S.C. (Columbia, S.C.)                    29016 (29202)
 (Address of principal executive offices)                 (Zip Code) 

Registrant's telephone number, including area code:       (803) 735-4000

       Securities registered pursuant to Section 12(b) of the Act:
                                  
                                                 Name of each exchange
  Title of each class                            on which registered 
  Common Stock, par value $.01 per share         New York Stock Exchange 

       Securities registered pursuant to Section 12(g) of the Act:
                                  None

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant  was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes   X    No             

     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.      X    

     The aggregate market value of the voting stock held by non-affiliates of
the registrant was $828,522,784 at March 19, 1996 based on the closing market
price of the Common Stock on such date, as reported by the New York Stock
Exchange.

     The total number of shares of the registrant's Common Stock, $.01 per
share par value, outstanding at March 19, 1996 was 19,489,871.

                   DOCUMENTS INCORPORATED BY REFERENCE

Specified sections of the registrant's 1996 Proxy Statement in connection with
its 1996 Annual Meeting of Stockholders are incorporated by reference in Part
III hereof.

2

INTRODUCTORY NOTE REGARDING THE PURPOSE OF THIS AMENDMENT 1 ON
FORM 10-K/A

The purpose of this Amendment 1 on Form 10-K/A is to refile
Exhibit 27 - Financial Data Schedule, which, for reasons unknown
to the Company, was not accepted on the April 1, 1996 electronic
transmission and filing of the Company's Annual Report on Form
10-K for the year ended December 31, 1995, together with
exhibits. The exhibit index is also being amended to include
this exhibit.




3

                                SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

(REGISTRANT)             POLICY MANAGEMENT SYSTEMS CORPORATION

BY (SIGNATURE)       /s/ Timothy V. Williams
                         Timothy V. Williams, Executive Vice
                         President, Chief Financial Officer
                         May 24, 1996

EX-99

1
                   Policy Management Systems Corporation

                               Exhibit Index

Exhibit Number

10.  MATERIAL CONTRACTS
     
     A.   Stock Option/Non-Compete Form Agreement for named
          executive officers together with schedule identifying
          particulars for each named executive officer (Filed
          herewith)
     
     B.   Stock Option/Non-Compete Form Agreement for named
          executive officers together with schedule identifying
          particulars for each named executive officer (Filed
          herewith)
     
     C.   Stock Option/Non-Compete Agreement Amendment No. 1
          dated November 8, 1995 to Stock Option/Non-Compete
          Agreement dated July 20, 1995 with Paul R. Butare
          (Filed herewith)
     
     D.   Stock Option/Non-Compete Agreement with Timothy V.
          Williams dated February 1, 1994 (Filed herewith)
     
     E.   Stock Option/Non-Compete Agreement with Timothy V.
          Williams dated May 10, 1995 (Filed herewith)
     
     
11.  STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
     (Filed herewith)

21.  SUBSIDIARIES OF THE REGISTRANT
     (Filed herewith)

23.  CONSENTS OF EXPERTS AND COUNSEL
     Consent of Coopers & Lybrand (Filed herewith)

27.  FINANCIAL DATA SCHEDULE
     (Filed herewith)

EX-27

 

<ARTICLE> 5
<MULTIPLIER>  1,000
       
                             
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<CASH>                                          35,094
<SECURITIES>                                     4,615
<RECEIVABLES>                                   95,740
<ALLOWANCES>                                     2,042
<INVENTORY>                                          0
<CURRENT-ASSETS>                               203,515
<PP&E>                                         109,183
<DEPRECIATION>                                 103,568
<TOTAL-ASSETS>                                 577,074
<CURRENT-LIABILITIES>                          105,522
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                           194
<OTHER-SE>                                     382,478
<TOTAL-LIABILITY-AND-EQUITY>                   577,074
<SALES>                                              0
<TOTAL-REVENUES>                               537,302
<CGS>                                                0
<TOTAL-COSTS>                                  528,678
<OTHER-EXPENSES>                                   543
<LOSS-PROVISION>                                   567
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                  8,081
<INCOME-TAX>                                     4,942
<INCOME-CONTINUING>                              4,942
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     4,942
<EPS-PRIMARY>                                      .16
<EPS-DILUTED>                                        0