1









                      POLICY MANAGEMENT SYSTEMS CORPORATION
                         401(K) RETIREMENT SAVINGS PLAN

                              FINANCIAL STATEMENTS
                           AND SUPPLEMENTAL SCHEDULES


                      For the year ended December 31, 1999

                     With Report of Independent Accountants






                      POLICY MANAGEMENT SYSTEMS CORPORATION
                          401(K) RETIREMENT SAVINGS PLAN

             Index to Financial Statements and Supplemental Schedules



                                                                       

                                                                          Page

REPORT OF INDEPENDENT ACCOUNTANTS. . . . . . . . . . . . . . . . . . . .        2

FINANCIAL STATEMENTS:

Statements of Net Assets Available for Plan Benefits, as of
  December 31, 1999 and 1998 . . . . . . . . . . . . . . . . . . . . . .        3

Statements of Changes in Net Assets Available for Plan Benefits, for the
  year ended December 31, 1999 . . . . . . . . . . . . . . . . . . . . .        4

Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . .    5 - 9


SUPPLEMENTAL SCHEDULES:

Form 5500, Item 4(i) on Schedule H - Schedule of Assets Held
  for Investment Purposes, as of December 31, 1999 . . . . . . . . . . .       11


ADDITIONAL FUND INFORMATION:

Statements of Net Assets Available for Plan Benefits,
  with Fund Information as of December 31, 1999. . . . . . . . . . . . .  13 - 15

Statements of Changes in Net Assets Available for Plan Benefits, with
  Fund Information for the year ended December 31, 1999. . . . . . . . .  16 - 18


EXHIBITS:

Consent of Independent Accountants, annexed hereto . . . . . . . . . . .       19






                                     ------
                        REPORT OF INDEPENDENT ACCOUNTANTS


To  the  Participants  and  Administrative  Committee  of
  Policy  Management  Systems  Corporation  401(k)  Retirement  Savings  Plan

In  our  opinion,  the  accompanying statements of net assets available for plan
benefits  and  the related statement of changes in net assets available for plan
benefits  present fairly, in all material respects, the net assets available for
benefits  of the Policy Management Systems Corporation 401(k) Retirement Savings
Plan  at  December 31, 1999 and 1998 and the changes in net assets available for
the  year  ended  December  31,  1999,  in conformity with accounting principles
generally  accepted  in  the  United  States. These financial statements are the
responsibility  of  the  Plan's  management; our responsibility is to express an
opinion  on  these  financial  statements  based on our audits. We conducted our
audits  of  these  statements  in  accordance with auditing principles generally
accepted  in  the United States which require that we plan and perform the audit
to  obtain  reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts  and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating  the  overall  financial  statement presentation. We believe that our
audits  provide  a  reasonable  basis  for  the  opinion  expressed  above.

Our  audits  were  conducted  for the purpose of forming an opinion on the basic
financial  statements  taken  as  a  whole.  The  Schedule  of  Assets  Held for
Investment  Purposes  is presented for the purpose of additional analysis and is
not  a  required  part  of  the  basic financial statements but is supplementary
information  required  by  the  Department  of Labor's Rules and Regulations for
Reporting  and  Disclosure  under the Employee Retirement Income Security Act of
1974.  Additional  fund  information, which includes the statement of net assets
available for plan benefits and the statement of changes in net assets available
for plan benefits, are presented for purposes of additional analysis rather than
to  present the net assets available for plan benefits and changes in net assets
available  for  plan  benefits  of  each  fund. These supplemental schedules and
additional fund information are the responsibility of the Plan's management. The
supplemental  schedules  and  additional fund information have been subjected to
the  auditing procedures applied in the audits of the basic financial statements
and,  in  our opinion, are fairly stated in all material respects in relation to
the  basic  financial  statements  taken  as  a  whole.


     PricewaterhouseCoopers  LLP

Atlanta,  Georgia
June  12,  2000





                      POLICY MANAGEMENT SYSTEMS CORPORATION
                         401(K) RETIREMENT SAVINGS PLAN
               STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
                        AS OF DECEMBER 31, 1999 AND 1998




                                          
                                          1999          1998
                                  ------------  ------------
ASSETS

Investments, at current value:
  Interest bearing cash accounts  $    804,465  $    519,938
  Short-term investments . . . .       794,868       633,436
  Mutual funds . . . . . . . . .   140,855,374   114,637,154
  Common stock . . . . . . . . .    31,118,385    35,294,856
                                  ------------  ------------
      Total Investments. . . . .   173,573,092   151,085,384
                                  ------------  ------------

Receivables:
  Loans receivable . . . . . . .     4,594,817     3,515,222
  Other receivable . . . . . . .       221,002        17,131
                                  ------------  ------------
       Total Receivables . . . .     4,815,819     3,532,353
                                  ------------  ------------

          Total Assets . . . . .   178,388,911   154,617,737
                                  ------------  ------------

LIABILITIES

    Other liabilities. . . . . .       219,639             -
                                  ------------  ------------
         Total Liabilities . . .       219,639             -
                                  ------------  ------------

          Net assets available
             for plan benefits .  $178,169,272  $154,617,737
                                  ============  ============


<FN>

See  accompanying  notes.









                      POLICY MANAGEMENT SYSTEMS CORPORATION
                         401 (K) RETIREMENT SAVINGS PLAN
         STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
                      FOR THE YEAR ENDED DECEMBER 31, 1999




                                        
                                                   1999
                                           -------------
Additions to net assets attributed to:
  Investment Income:
    Net depreciation in
      market value. . . . . . . . . . . .  $ (9,108,923)
    Dividends and interest. . . . . . . .     9,019,722
                                           -------------
                                                (89,201)
                                           -------------

  Cash Contributions:
     Employer . . . . . . . . . . . . . .     7,085,792
     Employee . . . . . . . . . . . . . .    15,713,990
                                           -------------
                                             22,799,782
                                           -------------

  Loan repayments . . . . . . . . . . . .       381,558
  Transfers from acquired entities. . . .     6,635,161
                                           -------------
       Total Additions. . . . . . . . . .    29,727,300
                                           -------------

Deductions from net assets attributed to:
    Distributions . . . . . . . . . . . .     6,092,511
    Administrative Fees . . . . . . . . .        83,254
                                           -------------
         Total Deductions . . . . . . . .     6,175,765
                                           -------------

   Net increases. . . . . . . . . . . . .    23,551,535
                                           -------------

   Net assets available for plan benefits
     Beginning of year. . . . . . . . . .   154,617,737
                                           -------------
     End of year. . . . . . . . . . . . .  $178,169,272
                                           =============

<FN>


See  accompanying  notes.





                     POLICY MANAGEMENT SYSTEMS CORPORATION
                         401(K) RETIREMENT SAVINGS PLAN
                         NOTES TO FINANCIAL STATEMENTS



1.  ESTABLISHMENT  OF  PLAN

     The  Board  of  Directors  of  Policy  Management  Systems Corporation (the
"Company")  established  the  Policy  Management  Systems  Corporation  401(k)
Retirement  Savings  Plan  (the  "Plan")  to  provide a before-tax and after-tax
savings  retirement program for all eligible employees of the Company.  The Plan
became  effective  on  April  1,  1990 and is subject to the requirements of the
Employee  Retirement  Income  Security  Act  of  1974  (ERISA).


2.  PLAN  DESCRIPTION

GENERAL

     The  following  description of the Plan is provided for general information
purposes  only.  Participants  should  refer  to  the  Plan  document for a more
complete  description  of  the  Plan's  provisions.

ELIGIBILITY

     All employees of the Company and its participating affiliates, who are U.S.
citizens  or  U.S.  residents,  who  have attained the age of 18 are eligible to
participate  in  the  Plan.  A Participant who chooses not to enroll in the Plan
when  they  are  first  eligible  may  elect  to participate at a later date, in
accordance  with  the  terms  of  the  Plan.  In 1998, the Plan discontinued the
six-consecutive  month  period  of  employment  requirement  for  eligibility

EMPLOYEE  CONTRIBUTIONS

     Participants  may  contribute  in  1%  increments  up  to  15%  of eligible
compensation  as  either before-tax or after-tax contributions to the Plan, or a
combination of both. The maximum before-tax contribution allowed by the Internal
Revenue  Code  of  1986,  as  amended  (the  "Code"),  for  1999  was  $10,000.

EMPLOYER  MATCHING  CONTRIBUTIONS

     The  Company  matches  100%  of  the first 3% and 50% of the next 3% of the
Participant's  before-tax  or  after-tax  contributions,  but not both. Employer
matching contributions are invested in the Policy Management Systems Corporation
Common  Stock  Fund.

INVESTMENT  OPTIONS

     Each  fund  is  valued  at quoted market prices to determine a current fund
value.  Investments  in  securities  for  which  exchange quotations are readily
available  are valued at the last sale price, or, if no sale, at the closing bid
price.  Debt  securities  are valued in the same manner or in some other manner,
if,  in  the  opinion  of  the  Board  of trustees, such other manner would more
accurately  reflect  the  fair  value  of  such  debt  securities.  Short-term
investments  (consisting  primarily  of money-market funds) are valued either at
amortized cost or original cost plus accrued interest, both of which approximate
market  value.



Through  December  31,  1999, the investment options available through Fidelity,
based  on  descriptions  provided  by  the  Fund  Managers,  were  as  follows:

Fidelity  Retirement  Government Money Market:  This fund consists of short-term
money  market  securities in which the U.S. government or its agencies guarantee
timely  payment  of  principal  and  interest.

MAS  Fixed  Income Portfolio:  This fund is an income-producing bond mutual fund
consisting of all types of bonds including U.S. government or agency securities,
corporate  bonds,  mortgage  securities,  and  international  bonds.

Fidelity  Puritan  Fund:  This  fund  consists of high-yielding U.S. and foreign
securities  and  common  and  preferred  stocks,  and  bonds  of  any quality or
maturity.

MAS  Value  Portfolio:  This  fund consists mostly of stocks of larger companies
that  are  considered  undervalued.

Spartan  U.S.  Equity  Index  Fund:  This  fund  invests  primarily  in  S&P 500
companies  and  in  other  securities  that are based on the value of the index.

Fidelity  Magellan  Fund:  This  fund  consists  primarily  of  common stocks of
companies with above average growth potential and a correspondingly higher level
of  risk.

PIMCO  Mid-Cap  Growth  Fund:  This  fund consists of common stocks of companies
worth  at  least  $500  million  with  potential  for  growth.

Neuberger  & Berman Genesis Trust:  This fund consists of common stocks of small
companies  with  market  capitalization  of  up  to  $1.5 billion at the time of
investment  and  with  solid  performance  histories  and  proven  management.

Fidelity  Diversified  International  Fund:  This  fund  consists  of  stocks of
companies  located  outside  the U.S. which are undervalued compared to industry
norms  in  their  countries.

PMSC  Stock  Fund:  This  fund consists of the common stock of Policy Management
Systems  Corporation  as  well  as  short-term  investments.

     Fidelity  Brokerage Link:  This fund is a brokerage account which gives the
participant  a  wide  variety  of  investment  options  including stocks, bonds,
mortgage  securities,  certificates  of  deposit, foreign securities, guaranteed
investment  contracts,  and  other  mutual  funds.

GDPM Retirement Government Money Market Fund:    This fund invests high quality,
short-term  money market securities in which the U.S. government or its agencies
guarantee  timely  payment of principal and interest and fixed income securities
(public  bonds,  private bonds and commercial mortgages), as well as equity real
estate.

ALLOCATIONS

     Participant's accounts are credited with the actual income derived from the
investments  in  such  accounts  and  with  the  actual expenses related to such
accounts.



INVESTMENT  ELECTIONS

     Each Participant is required to telephone the Plan Administrator to enroll,
choose  a  deferral  rate  and  designate  the  allocation  of the Participant's
contributions among the Plan's investment funds in multiples of 1%. In addition,
participants  may  change  the  investment  of  contributions and may move their
vested  balances  among  investment  funds by internet or telephone at any time.

In  addition  to  the  contributions specified above, Participants who receive a
qualified  distribution  under  section  401(a)  of the Code, from any other tax
qualified  plan,  may have all or part of such distribution transferred into the
Plan.  Such rollover contributions are subject to tax regulations imposed by the
Code.

VESTING

     A  Participant  is always 100% vested in his or her before-tax contribution
accounts,  after-tax  contribution accounts and rollover accounts. A Participant
will  become fully vested in his employer matching contribution account when the
first  of  the  following occurs: the Participant obtains five years of credited
service; reaches normal retirement age; becomes permanently disabled; or becomes
deceased.

FORFEITURE  ALLOCATIONS

     All  Participant  forfeitures  are  used to reduce future employer matching
contributions  to the Plan and pay plan expenses. At December 31, 1999, the Plan
had  approximately  $233,316  in  forfeitures.

BENEFIT  PAYMENTS

     The  Participant's  after-tax contributions may be withdrawn at any time by
telephoning  the Plan Administrator. In addition, a Participant may withdraw all
or  any  part of his or her vested employer matching contributions on his or her
after-tax  contributions,  but  only  to the extent that such contributions have
been  in  the Plan for at least two full Plan years after the Plan year in which
such  contributions  were  made.

LOANS

     Participants  may  apply  for  loans  greater  than  $1,000  from the Plan,
collateralized  by  their  account balances and repaid through payroll deduction
generally  subject  to  the  following  terms:

1)  The total loans of any Participant at any point in time shall not exceed the
lesser  of  (i) 50% of the Participant's vested Account balance, or (ii) $50,000
adjusted  on  the  volume  of  loans  outstanding  to the Participant during the
previous  one-year  period.

2)  Loans  may  not  be  made  in  such  a manner as to favor highly compensated
employees,  officers  or  shareholders.

3)  No  Participant  shall be permitted to have more than one loan from the Plan
issued  and  outstanding  at  any  time.

4)  Interest  charged  on  loans  is  1%  over  the  prime  lending  rate.

5)  The length and terms of repayment may not exceed 5 years, unless the purpose
of  the  loan  is  for the purchase of the Participant's principal residence, in
which  case  the  loan  term  may  be  extended  to  ten  years.

6)  All  amounts  repaid  are  credited  to  the  Participant's  account.


ADMINISTRATIVE  EXPENSES

     Administrative  expenses  of the Plan may be paid out of Plan assets if not
paid by the Company. Administrative expenses paid by the Plan for the year ended
December  31,  1999  were  $83,254.

SERVICE  PROVIDER

     From January 1, 1998, through March 31,1998, Aon Consulting, Inc. served as
recordkeeper  for  the plan and First Union National Bank served as the Trustee.
Effective  April 1, 1998, Fidelity Investments Institutional Operations Company,
Inc. became the recordkeeper and Fidelity Management Trust Company serves as the
Trustee  for  the  Plan.


3.  SIGNIFICANT  ACCOUNTING  POLICIES

BASIS  OF  ACCOUNTING

The accompanying financial statements have been prepared on the accrual basis in
accordance  with  generally  accepted  accounting principles except that amounts
relating  to  the  individual  participant-directed  investment  program
(Brokeragelink)  have  not  been disclosed as separate funds. The preparation of
financial statements in conformity with generally accepted accounting principles
may  require  management  to  make  estimates  and  assumptions  that effect the
reported  amounts  of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements, as well as the reported
amounts  of  additions  to  and  deductions  from  net assets available for plan
benefits  during  the  reporting  period. Actual results could differ from those
estimates.  The  plan  presents  in  the  statement  of  changes  in  net assets
available  for benefits the net appreciation (depreciation) in the fair value of
its  investments  which  consists  of  the  realized  gains  or  losses  and the
unrealized  appreciation  (depreciation)  on  those  investments.


4.  INVESTMENTS

      The following presents investments that represent 5 percent or more of the
Plan's  net  assets:

                                                         December  31,
                                                   --------------------------
                                                      1999            1998
                                                   ----------     -----------
     GDPM  Ret  Gov  Money  Mkt                    $16,521,028     $        -
     Fidelity  Magellan  Mutual                      60,878,648       43,258,709
     Fidelity  Puritan  Mutual                      29,724,865       28,860,112
     PMSC  Stock                                28,068,060*       35,219,876*
     Spartan Equity Index                           10,029,815         4,812,180

*  Nonparticipant-directed




5.  TAX  STATUS

     The  Internal  Revenue  Service  has determined and informed the Company by
letter  dated  November  1996,  that  the  Plan  is  designed in accordance with
Sections 401(k) and 401(a) of the Code. The Plan Administrator believes that the
Plan  is  written  and  is  currently  being  operated  in  compliance  with the
applicable  requirements  of  the  Code. The Trust is exempt from federal income
taxes  under  section  501(a)  of  the  Code.


6.  TERMINATION  OF  PLAN

     The Company expects and intends to continue the Plan in force indefinitely,
but  has  reserved the right to amend or terminate the Plan as necessary. If the
Plan  were  to  be  terminated,  Participants  would become fully vested and all
assets  of  the  Plan  would be distributed to the individual Participants based
upon  the  vested  balances  in  their  individual  accounts  at  the  date  of
termination.


7.  RELATED  PARTY  TRANSACTIONS

     The  Plan  purchases,  on  behalf  of Participants, shares of the Company's
common  stock  in accordance with individual Participant's investment elections.
During  the Plan year ended December 31, 1999, the Plan purchased 471,400 shares
at  an  aggregate  cost  of  $12,931,718  and  sold  58,263 shares for aggregate
proceeds  of  $1,726,728  and  realized  gains  of  $141,250.  The Plan also had
1,098,017  and 684,880 shares of the Company's common stock with a fair value of
$28,068,060  and  $34,586,440  at  December  31,  1999  and  1998, respectively.

The  Plan's  investments  include  shares  of  mutual  funds managed by Fidelity
Investments.  Fidelity Investments Institutional Operations Company, Inc. is the
recordkeeper  while  Fidelity Management Trust Company is the trustee as defined
by  the  Plan  and  therefore,  these transactions quality as party-in-interest.


























                             SUPPLEMENTAL SCHEDULES





                          POLICY MANAGEMENT SYSTEMS CORPORATION
                             401(K) RETIREMENT SAVINGS PLAN
               FORM 5500, ITEM 4(I) ON SCHEDULE H -SCHEDULE OF ASSETS HELD
                                 FOR INVESTMENT PURPOSES
                                    DECEMBER 31, 1999



                                                                  
                                           Current
   Fund Name. . . . . . . . . . . . . . .  Shares   Cost         Value
- -----------------------------------------  -------  -----------  -----------
Brokeragelink (1) . . . . . . . . . . . .  N/A      $       N/A  $ 4,073,358

MAS Fixed Income Portfolio                              423,630    4,994,978   4,613,330

MAS Value Portfolio                                     172,766    2,805,994   2,092,194

Neuberger & Berman Genesis Trust                        180,754    3,960,836   3,803,061

PIMCO Mid-Cap Growth Fund                               300,762    7,014,192   7,780,701

PMSC Stock Fund*                                      4,462,593   29,823,941  28,068,060

PMSC Stock Fund cash*(3). . . . . . . . .  N/A          794,868      794,868

Fidelity Puritan Fund*                                1,562,000   27,809,814  29,724,865

Fidelity Magellan Fund*                                 445,573   43,418,383  60,878,648

Fidelity Diversified International Fund*                210,600    4,052,508   5,395,579

Fidelity Retirement
Government Money Market*                                 16,153       16,153      16,153

GDPM Ret Gov Money Market*                           16,521,028   16,521,028  16,521,028

Spartan US Equity Index Fund*                           192,548    8,457,559  10,029,815

Loans Outstanding (2) . . . . . . . . . .  N/A      N/A            4,594,817


<FN>

*  Indicates  party-in-interest  to  the  Plan.
(1)  Brokeragelink  is  a  participant  directed fund; shares and cost are not available
(2)  Share  and  cost are not applicable to Loans Outstanding, interest rates range from
8.75%  to  10%
(3)  Fidelity  Institutional  Cash  Portfolio





























                           ADDITIONAL FUND INFORMATION





                                      POLICY MANAGEMENT SYSTEMS CORPORATION
                                         401(K) RETIREMENT SAVINGS PLAN
                   STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
                                             AS OF DECEMBER 31, 1999



                                                                                      
                                  Fidelity     GDPM         Fidelity     Fidelity
                                  Retirement   Ret Gov      Puritan      Magellan
                                  Loan         Government   Money Mkt    Mutual                      Mutual
                                  -----------  -----------  -----------  --------------------------  -----------
ASSETS

Investments, at current value:
  Interest bearing cash accounts  $         -  $         -  $         -  $                        -  $         -
  Short-term investments . . . .            -            -            -                           -            -
  Mutual funds . . . . . . . . .            -       16,153   16,521,028                  29,724,865   60,878,648
  Common stock . . . . . . . . .            -            -            -                           -            -
                                  -----------  -----------  -----------  --------------------------  -----------
       Total Investments . . . .            -       16,153   16,521,028                  29,724,865   60,878,648
                                  -----------  -----------  -----------  --------------------------  -----------

Receivables:
  Loans receivable . . . . . . .    4,594,817            -            -                           -            -
  Other receivable . . . . . . .            -            -            -                           -            -
                                  -----------  -----------  -----------  --------------------------  -----------
       Total Receivables . . . .    4,594,817            -            -                           -            -
                                  -----------  -----------  -----------  --------------------------  -----------

                   Total Assets.    4,594,817       16,153   16,521,028                  29,724,865   60,878,648
                                  -----------  -----------  -----------  --------------------------  -----------

LIABILITIES

    Other liabilities. . . . . .            -            -            -                           -            -
                                  -----------  -----------  -----------  --------------------------  -----------
         Total Liabilities . . .            -            -            -                           -            -
                                  -----------  -----------  -----------  --------------------------  -----------

          Net assets available
             for plan benefits .  $ 4,594,817  $    16,153  $16,521,028  29,724,865    $60,878,648
                                  ===========  ===========  ===========  ==========================


<FN>

Continued  on  next  page

See  accompanying  notes.









                                     POLICY MANAGEMENT SYSTEMS CORPORATION
                                         401(K) RETIREMENT SAVINGS PLAN
                   STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
                                            AS OF DECEMBER 31, 1999
                                                  (CONTINUED)



                                                                                    
                                  MAS         PIMCO        Fidelity
                                  Fixed       PMSC *       Brokerage-   Mid-Cap                    Diversified
                                  Income      Stock        link         Growth     International
                                  ----------  -----------  -----------  -------------------------
ASSETS

Investments, at current value:
  Interest bearing cash accounts           -            -      804,465                          -             -
  Short-term investments . . . .  $        -  $   794,868  $         -  $                       -  $          -
  Mutual funds . . . . . . . . .   4,613,330            -            -                  7,780,701     5,395,579
  Common stock . . . . . . . . .           -   28,068,060    3,050,325                          -             -
                                  ----------  -----------  -----------  -------------------------  ------------
       Total Investments . . . .   4,613,330   28,862,928    3,854,790                  7,780,701     5,395,579
                                  ----------  -----------  -----------  -------------------------  ------------

Receivables:
  Loans receivable . . . . . . .           -            -            -                          -             -
  Other receivable . . . . . . .           -        2,434      218,568                          -             -
                                  ----------  -----------  -----------  -------------------------  ------------
       Total Receivables . . . .           -        2,434      218,568                          -             -
                                  ----------  -----------  -----------  -------------------------  ------------

           Total Assets. . . . .   4,613,330   28,865,362    4,073,358                  7,780,701     5,395,579
                                  ----------  -----------  -----------  -------------------------  ------------

LIABILITIES

    Other liabilities. . . . . .           -      219,639            -                          -             -
                                  ----------  -----------  -----------  -------------------------  ------------
         Total Liabilities . . .           -      219,639            -                          -             -
                                  ----------  -----------  -----------  -------------------------  ------------

          Net assets available
             for plan benefits .  $4,613,330  $28,645,723  $ 4,073,358  $               7,780,701  $  5,395,579
                                  ==========  ===========  ===========  =========================  ============

<FN>

*  Non-participant  directed

Continued  on  next  page

See  accompanying  notes.









                       POLICY MANAGEMENT SYSTEMS CORPORATION
                           401(K) RETIREMENT SAVINGS PLAN
     STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
                              AS OF DECEMBER 31, 1999
                                    (CONTINUED)



                                                           
                                  MAS         NB          Spartan
                                  Value       Genesis     Equity
                                  Advisor     Trust       Index        Total
                                  ----------  ----------  -----------  ------------
ASSETS

Investments, at current value:
  Interest bearing cash accounts           -           -            -       804,465
  Short-term investments . . . .  $        -  $        -  $         -  $    794,868
  Mutual funds . . . . . . . . .   2,092,194   3,803,061   10,029,815   140,855,374
  Common stock . . . . . . . . .           -           -            -    31,118,385
                                  ----------  ----------  -----------  ------------
      Total Investments. . . . .   2,092,194   3,803,061   10,029,815   173,573,092
                                  ----------  ----------  -----------  ------------

Receivables:
  Loans receivable . . . . . . .           -           -            -     4,594,817
  Other receivable . . . . . . .           -           -            -       221,002
                                  ----------  ----------  -----------  ------------
       Total Receivables . . . .           -           -            -     4,815,819
                                  ----------  ----------  -----------  ------------

          Total Assets . . . . .   2,092,194   3,803,061   10,029,815   178,388,911
                                  ----------  ----------  -----------  ------------

LIABILITIES

    Other liabilities. . . . . .           -           -            -       219,639
                                  ----------  ----------  -----------  ------------
         Total Liabilities . . .           -           -            -       219,639
                                  ----------  ----------  -----------  ------------

          Net assets available
             for plan benefits .  $2,092,194  $3,803,061  $10,029,815  $178,169,272
                                  ==========  ==========  ===========  ============


<FN>

See  accompanying  notes.








                                           POLICY MANAGEMENT SYSTEMS CORPORATION
                                              401 (K) RETIREMENT SAVINGS PLAN
                   STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
                                           FOR THE YEAR ENDED DECEMBER 31, 1999



                                                                                               
                                            Fidelity      GDPM                     Fidelity     Fidelity
                                            Retirement    Ret Gov                  Puritan      Magellan
                                            Loan          Government               MoneyMkt     Mutual        Mutual
                                            ------------  -----------------------  -----------  ------------  ------------
Additions to net assets attributed to:
  Investment Income:
    Net appreciation (depreciation) in
      market value . . . . . . . . . . . .  $         -   $                    -   $         -  $(1,459,124)  $ 6,452,641
    Dividends and interest . . . . . . . .            -                  465,685       353,394    2,316,747     4,862,773
                                            ------------  -----------------------  -----------  ------------  ------------
                                                      -                  465,685       353,394      857,623    11,315,414
                                            ------------  -----------------------  -----------  ------------  ------------

  Cash Contributions:
     Employer. . . . . . . . . . . . . . .            -   375                 -            183          942
     Employee. . . . . . . . . . . . . . .            -                  (28,783)      488,819    3,251,234     5,520,729
                                            ------------  -----------------------  -----------  ------------  ------------
                                                      -                  (28,408)      488,819    3,251,417     5,521,671
                                            ------------  -----------------------  -----------  ------------  ------------

  Interfund transfers. . . . . . . . . . .            -              (17,858,331)   15,561,267   (3,149,894)    1,653,839
  Loan repayments. . . . . . . . . . . . .   (1,779,015)                 113,325       134,085      387,728       567,368
  Transfers from acquired entities . . . .      139,259                   81,521       661,962      795,961     1,564,788
                                            ------------  -----------------------  -----------  ------------  ------------
       Total Additions (Deductions). . . .   (1,639,756)             (17,226,208)   17,199,527    2,142,835    20,623,080
                                            ------------  -----------------------  -----------  ------------  ------------

Deductions from net assets attributed to:
    Distributions. . . . . . . . . . . . .       67,364                1,191,671       521,616      736,083     2,175,246
    Forfeitures. . . . . . . . . . . . . .            -                    2,693         1,173          569         1,994
    Loan disbursements . . . . . . . . . .   (2,786,716)                 243,781       131,913      521,220       804,293
    Administrative Fees. . . . . . . . . .            -                    5,175        23,797        4,294         1,450
                                            ------------  -----------------------  -----------  ------------  ------------
         Total Deductions (Additions). . .   (2,719,352)               1,443,320       678,499    1,262,166     2,982,983
                                            ------------  -----------------------  -----------  ------------  ------------

   Net increases (decreases) . . . . . . .    1,079,596              (18,669,528)   16,521,028      880,669    17,640,097
                                            ------------  -----------------------  -----------  ------------  ------------

Transfers out. . . . . . . . . . . . . . .            -                   38,217             -      (15,916)      (20,158)

   Net assets available for plan benefits
     Beginning of year . . . . . . . . . .    3,515,222               18,647,464             -   28,860,112    43,258,709
                                            ------------  -----------------------  -----------  ------------  ------------
     End of year . . . . . . . . . . . . .  $ 4,594,817   $               16,153   $16,521,028  $29,724,865   $60,878,648
                                            ============  =======================  ===========  ============  ============


<FN>

Continued  on  next  page

See  accompanying  notes.








                                      POLICY MANAGEMENT SYSTEMS CORPORATION
                                         401 (K) RETIREMENT SAVINGS PLAN
              STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
                                       FOR THE YEAR ENDED DECEMBER 31, 1999
                                                   (CONTINUED)



                                                                                    
                                            MAS          PIMCO          Fidelity
                                            Fixed        PMSC           Brokerage-   Mid-Cap       Diversified
                                            Income       Stock          link         Growth        International
                                            -----------  -------------  -----------  ------------  --------------

Additions to net assets attributed to:
  Investment Income:
    Net appreciation (depreciation) in
      market value . . . . . . . . . . . .  $ (303,602)  $(17,697,768)  $   452,847  $   816,367   $    1,479,500
    Dividends and interest . . . . . . . .     267,261         38,112        56,099       19,063          190,601
                                            -----------  -------------  -----------  ------------  --------------
                                               (36,341)   (17,659,656)      508,946      835,430        1,670,101
                                            -----------  -------------  -----------  ------------  --------------

  Cash Contributions:
     Employer. . . . . . . . . . . . . . .          69      7,083,498             -           97              111
     Employee. . . . . . . . . . . . . . .     605,983      1,102,047        21,700    1,088,304          692,873
                                            -----------  -------------  -----------  ------------  --------------
                                               606,052      8,185,545        21,700    1,088,401          692,984
                                            -----------  -------------  -----------  ------------  --------------

  Interfund transfers. . . . . . . . . . .     (50,250)     3,402,683     2,291,878   (1,700,759)         153,180
  Loan repayments. . . . . . . . . . . . .      61,050        518,925         5,349      113,604           58,974
 Transfers from acquired entities. . . . .     375,813         (3,370)            -    1,212,826          438,429
                                            -----------  -------------  -----------  ------------  --------------
       Total Additions (Deductions). . . .     956,324     (5,555,873)    2,827,873    1,549,502        3,013,668
                                            -----------  -------------  -----------  ------------  --------------

Deductions from net assets attributed to:
    Distributions. . . . . . . . . . . . .      77,667        459,742             -      306,056          114,434
    Forfeitures. . . . . . . . . . . . . .         126        (11,111)            -        1,631              631
    Loan disbursements . . . . . . . . . .      93,890        521,573             -      146,571           72,751
    Administrative Fees. . . . . . . . . .       1,531         45,933             -           61               58
                                            -----------  -------------  -----------  ------------  --------------
         Total Deductions. . . . . . . . .     173,214      1,016,137             -      454,319          187,874
                                            -----------  -------------  -----------  ------------  --------------

   Net increases (decreases) . . . . . . .     783,110     (6,572,010)    2,827,873    1,095,183        2,825,794
                                            -----------  -------------  -----------  ------------  --------------

Transfers out. . . . . . . . . . . . . . .           -         (2,143)            -            -                -

   Net assets available for plan benefits
     Beginning of year . . . . . . . . . .   3,830,220     35,219,876     1,245,485    6,685,518        2,569,785
                                            -----------  -------------  -----------  ------------  --------------
     End of year . . . . . . . . . . . . .  $4,613,330   $ 28,645,723   $ 4,073,358  $ 7,780,701   $    5,395,579
                                            ===========  =============  ===========  ============  ==============


<FN>

Continued  on  next  page

See  accompanying  notes.









                              POLICY MANAGEMENT SYSTEMS CORPORATION
                                 401 (K) RETIREMENT SAVINGS PLAN
      STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
                              FOR THE YEAR ENDED DECEMBER 31, 1999
                                           (CONTINUED)




                                                                       
                                            MAS          NB           Spartan
                                            Value        Genesis      Equity
                                            Advisor      Trust        Index        Total
                                            -----------  -----------  -----------  -------------
Additions to net assets attributed to:
  Investment Income:
    Net appreciation (depreciation) in
      market value . . . . . . . . . . . .  $ (320,795)  $  119,027   $ 1,351,984  $ (9,108,923)
    Dividends and interest . . . . . . . .     288,229       19,764       141,994     9,019,722
                                            -----------  -----------  -----------  -------------
                                               (32,566)     138,791     1,493,978       (89,201)
                                            -----------  -----------  -----------  -------------

  Cash Contributions:
     Employer. . . . . . . . . . . . . . .         186           35           296     7,085,792
     Employee. . . . . . . . . . . . . . .     498,214      752,690     1,720,180    15,713,990
                                            -----------  -----------  -----------  -------------
                                               498,400      752,725     1,720,476    22,799,782
                                            -----------  -----------  -----------  -------------

  Interfund transfers. . . . . . . . . . .    (631,555)    (717,812)    1,045,754             -
  Loan repayments. . . . . . . . . . . . .      35,870       66,422        97,873       381,558
  Transfers from acquired entities . . . .     104,629        8,997     1,254,346     6,635,161
                                            -----------  -----------  -----------  -------------
       Total Additions (Deductions). . . .     (25,222)     249,123     5,612,427    29,727,300
                                            -----------  -----------  -----------  -------------

Deductions from net assets attributed to:
    Distributions. . . . . . . . . . . . .      50,028      116,792       275,812     6,092,511
    Forfeitures. . . . . . . . . . . . . .           -          669         1,625             -
    Loan disbursements . . . . . . . . . .      36,099       98,074       116,550             -
    Administrative Fees. . . . . . . . . .          15          135           805        83,254
                                            -----------  -----------  -----------  -------------
         Total Deductions. . . . . . . . .      86,142      215,670       394,792     6,175,765
                                            -----------  -----------  -----------  -------------

   Net increases (decreases) . . . . . . .    (111,364)      33,453     5,217,635    23,551,535
                                            -----------  -----------  -----------  -------------

Transfers out. . . . . . . . . . . . . . .           -            -             -             -

   Net assets available for plan benefits
     Beginning of year . . . . . . . . . .   2,203,558    3,769,608     4,812,180   154,617,737
                                            -----------  -----------  -----------  -------------
     End of year . . . . . . . . . . . . .  $2,092,194   $3,803,061   $10,029,815  $178,169,272
                                            ===========  ===========  ===========  =============


<FN>


See  accompanying  notes.