1



                              FIRST AMENDMENT

                                  TO THE

                   POLICY MANAGEMENT SYSTEMS CORPORATION

                          1989 STOCK OPTION PLAN



THIS AMENDMENT to the Policy Management Systems Corporation 1989
Stock Option Plan (the "Plan") is made by POLICY MANAGEMENT
SYSTEMS CORPORATION (the "Company") and entered into as of this
21st day of July, 1992, to be effective as of the date this
amendment is approved by a majority of the stockholders of the
Company at a meeting duly called and held.



                           W I T N E S S E T H:


WHEREAS, the Company sponsors and maintains the Plan and,
pursuant to Section 15 thereof, the Company has the right to
amend the Plan subject to stockholders approving certain
amendments; and

WHEREAS, the Company desires to amend the Plan to authorize
additional shares of the Company's stock to be reserved for use
under the Plan;

NOW, THEREFORE, the Plan is hereby amended, effective as set
forth above, as follows:

   I.  The first sentence of Section 3 is amended to read as
 follows:
 
       There shall be 2,500,000 shares of Common Stock reserved
 for use under this Plan, and such shares of Common Stock shall
 be reserved to the extent that PMSC deems appropriate from
 authorized but unissued shares of Common Stock.
 
 
  2
 
 
 
  
 IN WITNESS WHEREOF, this First Amendment has been executed on
 the day and year first above written.
 
 
 
     POLICY MANAGEMENT SYSTEMS
     CORPORATION
 
 
     BY:  __________________________
          G. Larry Wilson
          President