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, 1998    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.

The  aggregate  market  value  of the voting stock held by non-affiliates of the
registrant  was  $1,150,737,770  at  March 17, 1999, 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,  1999,  was  35,886,073.

                       DOCUMENTS INCORPORATED BY REFERENCE

Specified sections of the registrant's 1999 Proxy Statement in connection with
its 1999 Annual Meeting of Stockholders are incorporated by reference in Part
III hereof.


     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, 1998 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, 1999     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 24.

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,  1998  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,  1998.