SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

SULLIVAN THOMAS C

(Last)

(First)

(Middle)

30946 LAKE ROAD

(Street)

BAY VILLAGE

44140

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AGILYSYS INC [ AGYS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
03/31/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	$0.00⁽¹⁾	03/31/2005⁽²⁾		4A	25,479.9⁽²⁾		⁽³⁾	⁽³⁾	Common stock	25,479.9	$0.00⁽⁴⁾	25,479.9⁽²⁾	D

Explanation of Responses:

1. The reporting person elected to receive his director fees in the form of stock equivalents. These phantom stock units are held in the reporting person's account under the Agilysys, Inc. Deferred Compensation Plan for Directors, as amended.

2. These phantom stock units represent the balance as of March 31, 2005 of the stock equivalent value of the reporting person's director fees held in his account under the Agilysys, Inc. Deferred Compensation Plan for Directors, as amended, along with dividends accrued on such phantom stock units. These phantom stock units are being reported late due to an inadvertent reporting error.

3. Upon cessation of his tenure as a Director in accordance with the terms and conditions of the Agilysys, Inc. Deferred Compensation Plan for Directors, as amended.

4. The reporting person's Stock Allotment Account established under the Agilysys, Inc. Deferred Compensation Plan for Directors has been credited with a stock equivalent which was equal to the number of shares (computed to the nearest one-hundredth of a share) of the Company's Common Shares (the "Common Shares") that could be purchased with the dollar amount of the allotment at the last sales price of the Common Shares on the last trading day of the applicable quarter of the Company; and also includes an additional stock equivalent which is equal to the number of Common shares (computed to the nearest one-hundredth of a share) that could be purchased with the dollar amount determined by multiplying the dividends paid per share of Common Shares to shareholders of record during the applicable fiscal quarter, by the number of shares, including fractional shares, in the Stock Allotment Account at the beginning of such fiscal quarter.

Remarks:

	/s/ Kathryn K. Vanderwist, by power of attorney for Thomas C. Sullivan	05/16/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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