ADDENDUM NO. 1

                                      TO

                             EMPLOYMENT AGREEMENT


This  Addendum  is effective April ___, 1997, and is hereby made a part of and
incorporated  into  the  Employment Agreement by and between Policy Management
Systems Corporation ("Employer") and, ("Employee") dated November 7, 1996 (the
"Agreement").    In  the  event  that  any  provision of this Addendum and any
provision of the Agreement is inconsistent or conflicting, the inconsistent or
conflicting provision of this Addendum shall be and constitute an amendment of
the Agreement and shall control, but only to the extent that such provision is
inconsistent  or  conflicting  with  the  Agreement.



Employer  and Employee hereby agree to amend the above referenced Agreement as
follows:

WHEREAS,  Employer  and  Employee entered the Agreement on November 7, 1996 to
provide  Employee,  among  other  benefits, certain benefits in the event of a
change  in  control  of  Employer;

WHEREAS,  Employer and Employee had prior to November 7, 1996 entered into one
or  more  agreements  relating  to  stock options which also provided Employee
certain  rights  in  the  event  of  a  change  in  control  of  Employer; and

WHEREAS,  Employer and Employee now seek to clarify that the change in control
provisions  in  the  stock  option  agreement(s)  will continue to control the
rights  relating  to  the  stock  options  granted in the event of a change in
control  of  Employer.

IT  IS  THEREFORE  AGREED  AS  FOLLOWS:

1.         Section 14 of the Agreement is deleted in its entirety and replaced
with  the  following  Section  14:

14.          OPTION  AGREEMENT  AMENDMENTS.
             ------------------------------

(i)        Notwithstanding the provisions of Section 16 of this Agreement, the
provisions    in  Section  3C  Additional  Compensation  of  any  Stock
                               ------------------------
Option/Non-Compete  Agreement between the Employer and Employee which pre-date
this  Agreement  are  deleted  in their entirety and are superseded in full by
this  Agreement.

(ii)       Notwithstanding the provisions of Section 16 of this Agreement, the
provisions   in any stock option agreement between Employer and Employee shall
continue  to govern the rights of Employee with respect to those stock options
in  the event of a "change in control" as that term is defined in the relevant
stock  option  agreement and this Agreement shall have no force or effect with
respect  to  such  stock  options.

2.        Employer and Employee specifically agree that the parties intend for
the  terms  and conditions of Section 14 set forth above to be deemed to be in
force  as  of  November  7,  1996, that is, as though the terms and conditions
written  above  had  been  in  the  Agreement  on  November  7,  1996.




EMPLOYER          EMPLOYEE


POLICY  MANAGEMENT  SYSTEMS  CORPORATION


By:                    By:
            (Authorized  Signature)                     (Authorized Signature)
          (in  non-black ink, please)               (in non-black ink, please)


                      (Name)                                            (Name)


                      (Title)                                          (Title)


             (Execution  Date)                                (Execution Date)