8-K

                   SECURITIES AND EXCHANGE COMMISSION 
                         Washington, D.C.  20549



                                FORM 8-K 

                             Current Report 



                  Filed pursuant to Section 13 or 15(d) 
                  of the Securities Exchange Act of 1934



  Date of Report (Date of earliest event reported): May 12, 1995




                SYSTEMS & COMPUTER TECHNOLOGY CORPORATION 
         (Exact name of registrant as specified in its charter)




              Delaware                   0-11521          23-1701520 
    (State or Other Jurisdiction       (Commission       (IRS Employer 
  of Incorporation or Organization)    File Number)   Identification No.) 

   


                      Great Valley Corporate Center 
                           4 Country View Road 
                      Malvern, Pennsylvania 19355  
                (Address of principal executive offices)




  (Registrant's telephone number, including area code):     (610) 647-5930








  Page 1 of 3 pages  
  Exhibit Index is on page 2



  (PAGE)


  Item 5.  OTHER EVENTS.


            On May 12, 1995, the Company and Adage Systems International,
  Inc., a Michigan corporation ("Adage"), entered into an Agreement and
  Plan of Merger and Reorganization (the "Agreement") providing for the
  acquisition by the Company, through a wholly-owned subsidiary, of all of
  the Adage common stock.  The purchase price will consist of 1,000,000
  shares of common stock ("Company Common Stock") of the Company.  The
  Company will be required to make additional payments to the shareholders
  of Adage, in either additional shares of Company Common Stock or a
  combination of additional shares of Company Common Stock and cash, in
  the event that the market price of the Common Stock approximately five
  years after the closing is lower than a base price.  The base price may
  not be lower than $15 nor higher than $50, and will be determined
  pursuant to a formula tied to the pretax profits of Adage during the
  five-year period commencing October 1, 1995.  The additional payment, if
  required to be made, will be made first with additional shares of
  Company Common Stock, and only if the maximum number of shares of Common
  Stock issuable pursuant to the Agreement (2,545,000) is reached will the
  balance be paid in cash, subject to certain limitations.  At or within 6
  months following closing, the Company will be required to loan not more
  than $1,500,000 to certain of the shareholders of Adage for up to five
  years.  The loans will be non-recourse and secured by shares of Company
  Common Stock.

            Closing of the transaction is subject to customary closing
  conditions, including approval of the merger by the Adage shareholders.






  Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
  EXHIBITS.


                                                  Sequentially 
  (c)    EXHIBITS                                 Numbered Page



  A      Merger Agreement dated                   4 
         May 12, 1995 between the 
         Company and Adage (excluding 
         exhibits and schedules)










  (PAGE)


  SIGNATURE



            Pursuant to the requirements of the Securities and Exchange
  Act of 1934, the registrant has duly caused this report to be
  signed on its behalf by the undersigned hereunto duly authorized.







                           SYSTEMS & COMPUTER TECHNOLOGY CORPORATION





  Date: May 12, 1995                By:__/s/______________________ 
                                    Name:  Richard A. Blumenthal   
                                    Title: Senior Vice President

EX-2

           













           AGREEMENT AND PLAN OF MERGER AND REORGANIZATION 


                            By and Among


              SYSTEMS & COMPUTER TECHNOLOGY CORPORATION


                                 and


                     SCT ACQUISITION CORPORATION


                                 and


                  ADAGE SYSTEMS INTERNATIONAL, INC.


                                 and


                GERALD F. O'CONNELL and DAVID PHELAN




                      Dated as of May 12, 1995














(PAGE)

                          TABLE OF CONTENTS




ARTICLE 1 - BASIC PLAN OF REORGANIZATION AND RELATED MATTERS


     1.1.  The Merger  
     1.2.  Conversion of Stock 
     1.3.  Dissenting Stock  
     1.4.  Surrender of Certificates   
     1.5.  Certificate of Incorporation of the Surviving Corporation  
     1.6.  By-Laws of the Surviving Corporation 
     1.7.  Directors and Officers of the Surviving Corporation 
     1.8.  Additional Payments  
     1.9.  Loans 
     1.10. Restricted Activities 
     1.11. Matters Regarding Parent Stock 
     1.12. Closing


ARTICLE 2 - REPRESENTATIONS AND WARRANTIES 


     2.1.  Representations and Warranties of the Company and the 
           Principal Shareholders  
     2.2.  Representations and Warranties of Principal Shareholders 
     2.3.  Representations and Warranties of Parent and Sub 


ARTICLE 3 - CERTAIN TRANSACTIONS AND RELATED MATTERS


     3.1.  Access to Information; Notice of Changes  
     3.2.  Confidentiality 
     3.3.  Conduct of the Business of the Company Pending the Closing 
           Date 
     3.4.  Best Efforts 
     3.5.  No Solicitation of Other Offers  
     3.6.  Notice of Default 
     3.7.  Agreement to Execute Certain Documents 
     3.8.  Post-Closing Operations 
     3.9.  Board Attendance Right  
     3.10. Cooperation Regarding Financial Statements 
     3.11. Relocation of Surviving Corporation 
     3.12. Shareholders' Meeting 
     3.13. First Fidelity Bank Indebtedness 
 

ARTICLE 4 - CONDITIONS PRECEDENT TO MERGER


     4.1.  Conditions Precedent to Obligations of Parent, Sub and the 
           Company  
     4.2.  Conditions Precedent to Obligations of Parent and Sub  
     4.3.  Conditions Precedent to Obligation of the Company  
 


ARTICLE 5 - SURVIVAL; INDEMNIFICATION; EXPENSES 




ARTICLE 6 - TERMINATION AND ABANDONMENT


     6.1.  Termination 
     6.2.  Effect of Termination 
     6.3.  Expenses If No Closing 
     6.4.  Extension; Waiver 


ARTICLE 7 - MISCELLANEOUS  
      

     7.1.  Fees and Expenses 
     7.2.  Tax Consequences 
     7.3.  Public Announcements 
     7.4.  Notices 
     7.5.  Tax-Free Reorganization 
     7.6.  Entire Agreement 
     7.7.  Binding Effect; Benefit; Assignment 
     7.8.  Amendment and Modification 
     7.9.  Further Actions 
     7.10. Headings 
     7.11. Counterparts 
     7.12. Applicable Law  
     7.13. Severability 

























(PAGE)




           AGREEMENT AND PLAN OF MERGER AND REORGANIZATION


     AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of May
12, 1995 ("Agreement"), by and among SYSTEMS & COMPUTER TECHNOLOGY
CORPORATION, a Delaware corporation ("Parent"), SCT ACQUISITION
CORPORATION, a Delaware corporation ("Sub") and a wholly-owned
subsidiary of Parent, and ADAGE SYSTEMS INTERNATIONAL, INC., a Michigan
corporation (the "Company"), and each of the following shareholders of
the Company: Gerald F. O'Connell and David Phelan (collectively, the
"Principal Shareholders").


     WHEREAS, the respective Boards of Directors of Parent, Sub and the
Company desire to effect a reorganization and in furtherance thereof
have approved the acquisition of the Company by Parent, subject to the
terms and conditions of this Agreement;


     WHEREAS, to complete such reorganization, the respective Boards of
Directors of Parent, Sub and the Company have approved the merger of the
Company and Sub (the "Merger") pursuant to and subject to the terms and
conditions of this Agreement;


     WHEREAS, the Principal Shareholders, Halcyon Resources Limited,
John C. Hanger, Ira Gerard and V. Somasundaram (collectively, the
"Shareholders") collectively own all of the outstanding shares of common
stock (the "Common Stock"), of the Company and all rights to acquire
shares of Common Stock;


     WHEREAS, the Principal Shareholders own, or pursuant to voting
agreements and irrevocable proxies granted by certain of the
other Shareholders have the right to vote, a majority of the
outstanding shares of Common Stock, and believe the Merger to be
in the best interests of both the Principal Shareholders and
each of the other Shareholders, subject to the terms and
conditions of this Agreement.


     NOW THEREFORE, in consideration of the foregoing premises and of
the mutual covenants, representations, warranties and agreements herein
contained, the parties, intending to be legally bound hereby, agree as
follows:






(PAGE) 








                              ARTICLE 1


           BASIC PLAN OF REORGANIZATION AND RELATED MATTERS


     1.1.  The Merger.


          (a)  Subject to the terms and conditions of this Agreement, at
the time of the Closing (as defined in Section 1.12 hereof), (i) a
certificate of merger (the "Delaware Certificate of Merger") shall be
duly prepared, executed and acknowledged by Sub and the Company in
accordance with the Delaware General Corporation Law (the "DGCL") and
(ii) a certificate of merger (the "Michigan Certificate of Merger")
shall be duly prepared, executed and acknowledged by Sub and the Company
in accordance with the Michigan Business Corporation Act (the "MBCA"),
and each shall be filed on the Closing Date (as defined in Section 1.12
hereof).  The Merger shall become effective upon the filing of the
Delaware Certificate of Merger with the Secretary of State of the State
of Delaware and the Michigan Certificate of Merger with the Secretary of
State of the State of Michigan in accordance with the provisions and
requirements of the DGCL and the MBCA.  The date and time when the
Merger shall become effective is hereinafter referred to as the
"Effective Time."


          (b)  At the Effective Time, the Company shall be merged with
and into Sub and the separate corporate existence of the Company shall
cease, and Sub shall continue as the surviving corporation under the
laws of the State of Delaware under the name of ADAGE SYSTEMS
INTERNATIONAL, INC.  (the "Surviving Corporation").  At any time at or
following the Effective Time, Parent shall have the right to effect a
change in the name of the Surviving Corporation and the right to cause
the Surviving Corporation to operate under a fictitious name.


          (c)  From and after the Effective Time, the Merger shall have
the effects set forth in Section 259 of the DGCL and Section 450.1724 of
the MBCA.  Without limiting the generality of the foregoing, and subject
thereto: (i) the Surviving Corporation shall possess all the rights,
privileges, powers and franchises of a public and private nature, and
shall be subject to all the restrictions, disabilities and duties of
each of the Constituent Corporations (as defined below); (ii) all
property, real, personal and mixed, and all debts due to either
Constituent Corporation on whatever account, including all choses in
action and other things belonging to the Constituent Corporations, shall
be vested in the Surviving Corporation; (iii) all property, rights,
privileges, powers and franchises, and every other interest of each of
the Constituent Corporations shall be, from and after the Effective
Time, the property of the Surviving Corporation and the title to any
real estate vested by deed or otherwise in the Constituent Corporations
shall not revert or be impaired in any way by this Agreement or the
Merger, but all rights of creditors and all liens upon any property of
either Constituent Corporation shall be preserved unimpaired, and all
debts, liabilities and duties of the Constituent Corporations shall,
from and after the Effective Time, attach to and become the debts,
liabilities and duties of the Surviving Corporation, and may be enforced
against the Surviving Corporation to the same extent as if said debts,
liabilities and duties had been incurred or contracted by the Surviving
Corporation; and (iv) all transfers vesting in the Surviving Corporation
referred to herein shall be deemed to occur by operation of law and no
consent or approval of any other person shall be required in connection
with any such transfer or vesting unless such consent or approval is
specifically required in the event of merger by law or express provision
of any contract, agreement, decree, order or other instrument to which
either or both of the Constituent Corporations is a party or is bound.
As used herein, the term "Constituent Corporations" means the Company
and Sub.


     1.2.  Conversion of Stock.


          (a)  At the Effective Time, each share of Common Stock then
issued and outstanding (other than (i) any shares of Common Stock which
are held by any subsidiary of the Company or in the treasury of the
Company, or which are held, directly or indirectly, by Parent or any
subsidiary of Parent (including Sub), all of which shall be canceled and
none of which shall receive any payment with respect thereto, and (ii)
shares of Common Stock held by Dissenting Shareholders, as defined in
Section 1.3 hereof) shall, by virtue of the Merger and without any
action on the part of the holder thereof, be converted into and
represent the right to receive the Per Share Merger Consideration (as
defined in paragraph (b) below); and each issued and outstanding share
of common stock of Sub shall continue to be an issued and outstanding
share of common stock of the Surviving Corporation.


          (b)  (i)  The term "Aggregate Merger Consideration" shall mean
1,000,000  shares of common stock, par value $.01 per share (the
"Parent Stock"), of Parent (subject to proportionate adjustment
in the event of any stock split, stock dividend or reverse stock
split the record date for which precedes the Closing Date).


               (ii) The term "Fully Diluted Number" means the sum of (x)
the number of shares of Common Stock issued and outstanding immediately
prior to the Effective Time plus (y) the number of shares of Common
Stock that would be issuable upon the exercise in full of each of the
Options.


               (iii) The term "Options" means whichever of the following
options remain outstanding at the Effective Time: the option exercisable
for an aggregate of 60 shares of Common Stock issued to John C. Hanger
and the option exercisable for an aggregate of 50 shares of Common Stock
issued to V. Somasundaram. 


               (iv) The term "Per Share Merger Consideration" means the
Aggregate Merger Consideration divided by the Fully Diluted Number.


          (c) At the Effective Time, each of the Options shall represent
only the right to acquire, upon exercise in accordance with its terms
and in lieu of shares of Common Stock, a number of shares of Parent
Stock equal to the product that results from multiplying (1) the number
of shares of Common Stock subject to the original Option (i.e., 60 or
50, as the case may be) by (2) the Per Share Merger Consideration.



          (d) In the event that an Option expires unexercised then
Parent shall issue to the Shareholders an additional number of shares of
Parent Stock (the "Additional Shares") in an aggregate amount equal to
the number of shares of Parent Stock that would have been issued to the
holder of such expired Option in the Merger had the holder of such
expired Option exercised it in full immediately prior to the Effective
Time (subject to proportionate and equitable adjustment in the event of
a stock split, stock dividend or reverse stock split of or on Parent
Stock).  The number of such Additional Shares which shall be issued to
each Shareholder, on account of each share of Parent Stock theretofore
issued to him in the Merger or theretofore issued to him upon exercise
of an Option, shall be equal to the quotient that results from dividing
the aggregate number of Additional Shares by the sum of (1) the number
of shares of Common Stock issued and outstanding immediately prior to
the Effective Time plus (2) the number of additional shares of Common
Stock that would have been outstanding immediately prior to the
Effective Time if an Option which has in fact been exercised pursuant to
paragraph (c) above subsequent to the Effective Time had been exercised
for shares of Common Stock immediately prior to the Effective Time,
provided that if such issuance occurs prior to the second anniversary of
the Closing, each Shareholder shall deposit into escrow pursuant to the
Stock Pledge Agreement 20% of the number of Additional Shares issued to
such Shareholder.


          (e) Notwithstanding the foregoing, Parent reserves the right
to pay cash in lieu of any fractional shares of Parent Stock which, but
for the exercise of such reserved right, would be issued as part of the
Aggregate Merger Consideration.  Any such cash payments shall be made on
the basis of the Market Price (as defined in Section 1.8 hereof) of
Parent Stock on the Closing Date.

     1.3.  Dissenting Stock.  Notwithstanding anything in this Agreement
to the contrary but only to the extent required by Sections 450.1761
through 450.1774 of the MBCA, shares of Common Stock that are issued and
outstanding immediately prior to the Effective Time and are held by
holders of Common Stock who comply with all the provisions of Michigan
law concerning the right of holders of Common Stock to dissent from the
Merger and require appraisal of their shares of Common Stock
("Dissenting Shareholders") shall not be converted into the right to
receive the Per Share Merger Consideration but shall become the right to
receive such consideration as may be determined to be due such
Dissenting Shareholders pursuant to the law of the State of Michigan;
PROVIDED, HOWEVER, that shares of Common Stock outstanding immediately
prior to the Effective Time and held by a Dissenting Shareholder who
shall, after the Effective Time, withdraw his demand for appraisal or
lose his right of appraisal, in either cased pursuant to the MBCA, shall
thereupon be deemed to have been converted into the right to receive, as
of the Effective Time, the Per Share Merger Consideration, without
interest.  The Company shall give Parent and Sub (A) prompt notice of
any written demands for appraisal, withdrawals of demands for appraisal
and any other related instruments received by the Company, and (B) the
opportunity to direct all negotiations and proceedings with respect to
demands for appraisal under Michigan law.  The Company will not
voluntarily make any payment with respect to any demands for appraisal
and will not, except with the prior written consent of Parent, settle or
offer to settle any demand.  The inclusion of this Section 1.3 in this
Agreement and the contemplation in Section 1.4 of the possibility of
Dissenting Shareholders shall not be construed to limit Parent's right
not to effect the Merger pursuant to Section 4.2(f).


     1.4.  Surrender of Certificates.  At the Effective Time, each of
the Shareholders shall surrender his certificate(s) which immediately
prior to the Effective Time represented outstanding shares of Common
Stock, pursuant to a customary letter of transmittal, in exchange for
that number of shares of Parent Stock which results from multiplying the
Per Share Merger Consideration by the number of shares of Common Stock
represented by such certificate(s).  Until so surrendered, each such
certificate shall be deemed, for all corporate purposes, to evidence the
right to receive upon surrender the consideration payable on account
thereof (without interest), as specified in the preceding sentence.  At
and after the Effective Time, each holder of a certificate shall cease
to have any rights as a shareholder of the Company, except each holder
of a certificate who is not a Dissenting Shareholder shall have the
right to surrender his certificate in exchange for the applicable Per
Share Merger Consideration multiplied by the number of shares of Common
Stock represented by such certificate and each Dissenting Shareholder
shall have the right to receive payment for his shares pursuant to
Michigan law if such Shareholder has validly perfected his right to
receive payment for his shares pursuant to Section 450.1762 of the MBCA.
As a condition of each of the Shareholders who has not executed this
Agreement receiving certificates evidencing shares of Parent Stock in
accordance with the foregoing, and as a condition of each Shareholder
who holds an Option receiving certificates evidencing shares of Parent
Stock upon the exercise of an Option, each of such Shareholders shall
execute and deliver to Parent and both Principal Shareholders both (i)
the Stock Pledge Agreement (as defined in Section 4.2), and in the form
attached hereto as Exhibit 4.2(i) or a joinder thereto and (ii) the
Registration Agreement (as defined in Section 2.1(b)) and in the form
attached hereto as Exhibit 2.1(b) or a joinder thereto.


     1.5.  Certificate of Incorporation of the Surviving Corporation.
The Certificate of Incorporation of Sub shall be the Certificate of
Incorporation of the Surviving Corporation and shall be amended so that
Paragraph 1 thereof reads in its entirety as follows: "The name of the
corporation is Adage Systems International, Inc."


     1.6.  By-Laws of the Surviving Corporation.  The By-Laws of Sub,
as in effect immediately prior to the Effective Time, shall be the
By-Laws of the Surviving Corporation until thereafter amended as
provided by law.


     1.7.  Directors and Officers of the Surviving Corporation.  At the
Effective Time, the five persons identified in Section 3.8(b) as the
initial Parent Designees and the initial Shareholder Designees shall be
the directors of the Surviving Corporation, each of such persons to hold
office, subject to the applicable provisions of the Certificate of
Incorporation and By-Laws of the Surviving Corporation, until the next
annual stockholders' meeting of the Surviving Corporation and until
their respective successors shall be duly elected or appointed and
qualified (but subject in any event to the provisions of Section
3.8(b)).  At the Effective Time, the persons identified on Schedule 1.7
hereto shall, subject to the applicable provisions of the Certificate of
Incorporation and By-Laws of the Surviving Corporation, be the officers
of the Surviving Corporation until their respective successors shall be
duly elected or appointed and qualified.


     1.8.  Additional Payments.  This Section sets forth the
circumstances under which Parent may become obligated to make an
additional payment to or for the benefit of the Shareholders:


          (a)  Certain Definitions. 


               (i)  "Eligible Parent Stock" shall mean each of the
1,000,000 shares of Parent Stock issued by Parent to the Shareholders
pursuant to Section 1.2 hereof (and any additional shares of Parent
Stock issued in connection with a split of such shares or paid as a
dividend on such shares), provided that, except under the circumstances
provided in Section 1.8(b)(iv) below, any such share of Eligible Parent
Stock shall cease to be a share of Eligible Parent Stock upon its
transfer to a person or entity who or which is not an Eligible
Shareholder.


               (ii) "Eligible Shareholder" shall mean and be limited to
each of the Shareholders, a shareholder of any Shareholder which is a
corporation, a beneficiary of any Shareholder which is a trust, and any
ancestor, decedent or sibling of any of the foregoing who is a natural
person or any spouse of any such person, and any trust, partnership,
corporation or limited liability company established for the sole
benefit of any such person or his heirs.


               (iii)  "Floor Price" shall mean the dollar amount
established on the basis of the formula set forth within this paragraph
(iii).  In no event, however, shall the Floor Price be less than $15 or
more than $50 (subject to proportionate and equitable adjustment in the
event of a stock split, stock dividend or reverse stock split of or on
Parent Stock).


                    (A) The Floor Price will be established based on the
amount by which annual Pretax Profits of the Surviving Corporation
during the five-year period commencing on the first day of October 1995
(the "Commencement Date") exceeds $2,000,000 (the "Base Amount").
However, if during any Measurement Year (as defined below) within such
five-year period, the annual Pretax Profits of the Surviving Corporation
exceed $5,000,000, then the Base Amount shall be reduced for such
Measurement Year and each succeeding Measurement Year from $2,000,000 to
$1,500,000. 


                    (B)  The amount by which the annual Pretax Profits
of the Surviving Corporation for a given annual period within the
above-referenced five-year period exceeds the Base Amount (i.e.,
$2,000,000 or $1,500,000, as the case may be) shall be multiplied by a
factor.  The factor will be two for the first annual period, three for
the second annual period, four for the third annual period and five for
each of the fourth and fifth annual periods.  The amount that results
from such multiplication shall be divided by 1,000,000 (subject to
proportionate and equitable adjustment in the event of a stock split,
stock dividend or reverse stock split of or on Parent Stock).  The Floor
Price applicable to such Measurement Year shall be the sum of the
resultant amount and $15 (subject to proportionate and equitable
adjustment in the event of a stock split, stock dividend or reverse
stock split of or on Parent Stock).  The following example illustrates
the calculation of the Floor Price during each annual period within such
five-year period:




(TABLE) 
(CAPTION) 
YEAR   FACTOR   PRETAX PROFITS   INCREASE (mm)   FACTOR X   FLOOR PRICE 
                                                 INCREASE 
(S)    (C)      (C)              (C)             (C)        (C) 

Base   N/A      $2,000,000*      N/A             N/A        $15.00 

1      2.00     $2,500,000       0.50            1.00       $16.00 

2      3.00     $3,500,000       1.50            4.50       $19.50  

3      4.00     $5,000,001       3.50            14.00      $29.00 

4      5.00     $3,500,000       2.00            10.00      $25.00 

5      5.00     $8,750,000       7.25            36.25      $50.00 


(FN)  
* Reduced to $1,500,000 in the first annual period (and for any
subsequent annual periods) in which Pretax Profits exceed $5,000,000.