UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 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, 1997     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) 333-4000

          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  $1,333,834,259 at March 17, 1998, 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  17,  1998,  was  18,387,185.



     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, 1997 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 30, 1998     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 25.

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,  1997  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,  1997.