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                   POLICY MANAGEMENT SYSTEMS CORPORATION

                               EXHIBIT 10.A



                                 EXHIBIT A
                             SECOND AMENDMENT
                                  TO THE
                   POLICY MANAGEMENT SYSTEMS CORPORATION
                          1989 STOCK OPTION PLAN


THIS AMENDMENT to 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 13th day
of
October, 1994, to be effective as of the date this amendment is
approved by 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:

1.   The first sentence of Section 3 is amended to read as
follows:

     There shall be 2,750,000 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.   The first sentence in the second paragraph of Section 9 is
     amended to read as follows:

     An Option Agreement shall provide when the Option shall
     become exercisable, but in no event shall an Option
     become exercisable earlier than in installments as
     follows:

   (1)   During the first year of the Term, the
         Option shall be exercisable as to one-third
         (1/3) of the number of shares subject to the
         Option;

   (2)   During the second year of the Term, the
         Option shall be exercisable as to two-thirds
         (2/3) of the number of shares subject to the
         Option, minus the number of shares, if any,
         as to which the Option was exercised during
         the first year of the Term; and

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   (3)   During the third and following years of the
         Term, the Option shall be exercisable as to
         all of the shares subject to the Option,
         minus and number of shares, if any, as to
         which the Option was exercised during the
         first and second years of the Term.

IN WITNESS WHEREOF, this Amendment has been executed on the day
and
year first above written.


POLICY MANAGEMENT SYSTEMS CORPORATION



BY (SIGNATURE)             /s/ G. Larry Wilson
(NAME AND TITLE)               G. Larry Wilson, President and
                                  Chairman


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                                 EXHIBIT B

                         Insert to Form of Option




THESE OPTIONS MAY BE REVOKED BY THE COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS IN THEIR ABSOLUTE DISCRETION, PRIOR TO THE
TIME
THEY BECOME EXERCISABLE IN ACCORDANCE WITH THE PLAN IF THEY DEEM
IT
APPROPRIATE TO DO SO BASED UPON SUCH FACTS OR CIRCUMSTANCES AS
THEY
DEEM RELEVANT, INCLUDING, WITHOUT LIMITATION, THE RESULTS OR
FINDINGS, WHETHER PRELIMINARY OR FINAL, OF THE VARIOUS
INVESTIGATIONS INTO THE COMPANY'S PREVIOUSLY ISSUED FINANCIAL
STATEMENTS.