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

                                  FORM 10-K/A
                                  AMENDMENT 1
                                 ANNUAL REPORT
                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1996     Commission file number 1-10557

                     POLICY MANAGEMENT SYSTEMS CORPORATION
            (Exact name of registrant as specified in its charter)

           South  Carolina                                          57-0723125
    (State  or  other  jurisdiction  of                          (IRS Employer
     incorporation  or  organization)                      Identification No.)

      One  PMSC  Center  (P.O.  Box  Ten)
    Blythewood,  S.C.  (Columbia,  S.C.)                         29016 (29202)
 (Address  of  principal  executive  offices)                       (Zip Code)

Registrant's  telephone  number,  including  area  code:        (803) 735-4000

       Securities  registered  pursuant  to  Section  12(b)  of  the  Act:

                                                      Name  of  each  exchange
  Title  of  each  class                                   on which registered
  ----------------------                                   -------------------
  Common  Stock,  par  value  $.01  per  share         New York Stock Exchange

          Securities registered pursuant to Section 12(g) of the Act:
                                     None

     Indicate  by  check mark whether the registrant (1) has filed all reports
required  to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or for such shorter period that the
registrant  was  required  to  file such reports), and (2) has been subject to
such  filing  requirements  for  the  past  90  days.  Yes     X    No
                                                            -----

     Indicate  by  check  mark  if disclosure of delinquent filers pursuant to
Item  405  of    Regulation  S-K  is  not  contained  herein,  and will not be
contained,  to  the  best  of  registrant's  knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or  any  amendment  to  this  Form  10-K.           X
                                                 -----

     The  aggregate market value of the voting stock held by non-affiliates of
the  registrant was $783,498,105 at March 24, 1997 based on the closing market
price  of  the  Common  Stock  on such date, as reported by the New York Stock
Exchange.

     The  total  number  of  shares of the registrant's Common Stock, $.01 per
share  par  value,  outstanding  at  March  24,  1996  was  18,179,401.



The  undersigned  registrant  hereby  amends  the  following  items, financial
statements,  exhibits  or other portions of its Annual Report on Form 10-K for
the  fiscal  year  ended  December 31, 1996 as set forth in the pages attached
hereto:

List all such items, financial statements, exhibits or other portions amended.
(1)          Item  14
(2)          Form  11-K  (401(k)  Retirement  Savings  Plan)

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



(REGISTRANT)                             POLICY MANAGEMENT SYSTEMS CORPORATION

Date:      June  25,  1997          By:          Timothy  V.  Williams
                                                 Executive  Vice  President
                                                 and  Chief  Financial  Officer





                                    PART IV

ITEM  14.    EXHIBITS,  FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K

FINANCIAL  STATEMENTS  AND  SCHEDULES

     See  Index to Consolidated Financial Statements and Supplementary Data on
page  20.

EXHIBITS  FILED

     Exhibits  required  to  be filed with this Annual Report on Form 10-K are
listed  in  the  following Exhibit Index.  Certain of such exhibits which have
heretofore  been  filed  with the Securities and Exchange Commission and which
are  designated  by  reference  to  their exhibit numbers in prior filings are
hereby  incorporated  herein  by  reference  and  made  a  part  thereof.

     Pursuant  to Rule 15d-21 promulgated under the Securities Exchange Act of
1934, the following annual report for the Company's 401 (k) Retirement Plan is
filed  herewith:

     Form  11-K for the Company's 401 (k) Retirement Savings Plan for the year
ended  December  31,  1996  is  incorporated  herein  by  reference.

FORM  8-K

     The  Company did not file any reports on Form 8-K during the last quarter
of  the  year  ended  December  31,  1996.