As filed with the Securities and Exchange Commission on
                                 March 17, 1997
--------------------------------------------------------------------------------
                                                     Registration No. 33-______


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------
                               KOGER EQUITY, INC.
               (Exact name of issuer as specified in its charter)

         FLORIDA                                          59-2898045
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         Identification No.)

            3986 BOULEVARD CENTER DRIVE, JACKSONVILLE, FLORIDA 32207
                     (Address of principal executive office)
                              --------------------

                   KOGER EQUITY, INC. 1996 STOCK OPTION PLAN
                        KOGER EQUITY, INC. STOCK OPTION
                            (Full title of the Plan)
                              --------------------
  VICTOR A. HUGHES, JR.                               W. LAWRENCE JENKINS
      President and                              Vice President/Administration
 Chief Financial Officer                            and Corporate Secretary
   KOGER EQUITY, INC.                                  KOGER EQUITY, INC.
3986 Boulevard Center Drive                       3986 Boulevard Center Drive
Jacksonville, Florida 32207                       Jacksonville, Florida  32207
           904/398-3403                                   904/398-3403
 (Name, address and telephone number, including area code of agents for service)
                                   Copies to:
                         HAROLD F. McCART, Jr., ESQUIRE
                  Boling & McCart (a professional association)
                        Suite 700, 76 South Laura Street
                          Jacksonville, Florida 32202
                              --------------------
                         CALCULATION OF REGISTRATION FEE

                              Proposed       Proposed
Title of                      Maximum        Maximum             Amount
Securities     Amount         Offering       Aggregate           of
  to be        to be          Price Per      Offering            Registration
Registered     Registered     Share          Price               Fee
   
Common
Stock, Par
Value $.01
Per Share      671,447 (1)    $15.375 (1)    $10,157,283 (1)     $ 3,078 (1)

(1)Pursuant to Rule 457(h),  based on the exercise price of the options  granted
under the Registrant's Stock Option Plan.


<PAGE>



PART I

INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

         The documents containing the information  specified in this Part I will
be sent or given to the employees of Koger Equity,  Inc. (the "Company") and its
affiliates  who are  granted  options to purchase  shares  pursuant to the Koger
Equity,  Inc.  1996 Stock  Option  Plan and a certain  employee  who was granted
individual  stock options as specified by Rule  428I(b)(1) as promulgated  under
the Securities Act of 1933, as amended.

         Such  documents will include  information  required by Items 1 and 2 to
Form S-8. Pursuant to instructions in Part I of Form S-8, such documents are not
filed with the  Commission.  These  documents are the documents  incorporated by
reference in this Registration  Statement  pursuant to Item 3 of Part II of this
Form  S-8,  which  taken  together,  constitute  a  prospectus  that  meets  the
requirements of Section 10(a) of the Securities Act of 1933, as amended.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The  following  documents,  filed by the  Company  with the  Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
under  Commission File No. 1-9997,  are  incorporated  herein by reference as of
their respective dates:

         (1)      The  Company's  Annual Report on Form 10-K for the fiscal year
                  ended  December 31, 1995,  filed pursuant to Section 13 of the
                  Exchange Act;

         (2)      The  Company's  definitive  proxy  statement,  dated March 18,
                  1996,  filed  pursuant  to  Section  14 of  the  Exchange  Act
                  relating to its Annual Meeting of Shareholders  held on May 7,
                  1996;

         (3)      The Company's  Quarterly  Reports on Form 10-Q for the periods
                  ended March 31, 1996,  June 30, 1996,  and September 30, 1996,
                  filed pursuant to Section 13 of the Exchange Act;

         (4)      Current Report on Form 8-K, dated August 16, 1996;

         (5)      Current  Report on Form 8-K, dated August 22, 1996, as amended
                  by Current Report on Form 8-K/A, dated August 22, 1996; and

         (6)      Current Report on Form 8-K dated December 16, 1996; and

         (7)      Description  of the shares of Common  Stock  contained  in the
                  Company's  registration  statement  filed  pursuant to Section
                  12(b) of the Exchange Act and any amendment thereto or reports
                  filed for the purpose of updating such description.



<PAGE>



         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 or  15(d)  of the  Exchange  Act  prior  to the  filing  of a
post-effective  amendment  indicating that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.  Any statement contained in a document incorporated or deemed
to be  incorporated  herein  by  reference  shall be deemed  to be  modified  or
superseded for purposes of this Registration Statement to the extent that such a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement as modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

         The Company's Articles of Incorporation  provide that the Company shall
indemnify  its officers and  directors  to the fullest  extent  permitted by the
General  Corporation  Law of the State of Florida as now or  hereafter in force,
including the advance of expenses and reasonable counsel fees.

         Section 93 of the Florida  Business  Corporation Act (Florida  Statutes
Section  607.0850)  provides that a director,  officer,  agent and employee of a
corporation or its  subsidiaries  or other  affiliates may be indemnified  under
certain  conditions by the corporation  against expenses,  including  attorney's
fees,  actually  and  reasonably  incurred  in  connection  with the  defense or
settlement  of  an  action,  suit  or  proceeding,   whether  civil,   criminal,
administrative or investigative, to which he becomes a party because he was such
director, officer, agent or employee,  including expenses reasonably incurred in
settlement  of any of the  aforesaid  matters,  if the board of  directors  by a
majority  vote of a quorum  consisting  of directors who were not parties to the
proceeding determine that the person seeking indemnification acted in good faith
and in a manner  he  reasonably  believed  to be in or not  opposed  to the best
interests of the corporation.

         Section  607.0850  also  provides  that  the  indemnification  provided
pursuant to above  provisions are not exclusive,  and a corporation may make any
other further indemnification of any of its directors,  officers,  employees, or
agents,  under any by-laws,  agreements,  vote of shareholders or  disinterested
directors,  or otherwise,  both as to action in his official  capacity and as to
action in another capacity while holding such office.  However,  indemnification
shall not be made to or on behalf of any director,  officer,  employee, or agent
if a judgment or other  final  adjudication  establishes  that his  actions,  or
omissions  to act,  were  material  to the cause of action  so  adjudicated  and
constitute:

         (a)      A violation of the criminal law, unless the director, officer,
                  employee, or agent had reasonable cause to believe his conduct
                  was lawful or had no  reasonable  cause to believe his conduct
                  was unlawful;



<PAGE>



         (b)      A transaction  from which the director,  officer,  employee or
                  agent derived an improper personal benefit;

         (c)      In the case of a dcertain liability provisionsr which relating
                  to  the  payment  of  dividends  an  asset  distributions  are
                  applicable; or

         (d)      Willful   misconductbest   interests   of   thegard   for  the
                  corporation  in a  proceeding  by  or  in  the  right  of  the
                  corporation  to  procure  a  judgment  in  its  favor  or in a
                  proceeding by or in the right of a shareholder.

         The Company has also entered  into an  Indemnification  Agreement  with
each of its  directors  and  executive  officers  whereby  the  Company  has the
affirmative  obligation to indemnify  such directors and officers to the fullest
extent permitted by law including the cost of enforcing the Indemnity Agreement.

         In addition,  the Company  carries  directors  and  officers  liability
insurance.

Item 7.  Exemption From Registration Claimed.

         Not Applicable.

Item 8.  Exhibits

Exhibit Number Description

         4(a)                  Amended and Restated  Articles of  Incorporation.
                               Incorporated  by  reference  to  Exhibit  3  of a
                               report on Form 8-K, dated May 10, 1994,  filed by
                               the   Registrant  on  June  17,  1994  (File  No.
                               1-9997).
         
         4(b)                  Koger  Equity,  Inc.  By  Laws,  as  Amended  and
                               Restated  on August  21,  1996.  Incorporated  by
                               reference  to  Exhibit  3(ii) of a report on Form
                               8-K/A,   dated  August  22,  1996  filed  by  the
                               Registrant on August 22, 1996 (File No. 1-9997).
         
         4(c)                  Common Stock  Certificate  of Koger Equity,  Inc.
                               Incorporated  by  reference  to  Exhibit  4(a) to
                               Registration Statement on Form S-11 (Registration
                               No. 33-22890).
         
         4(d)(1)(A)            Koger Equity,  Inc. Rights Agreement (the "Rights
                               Agreement")   dated  as  of  September  30,  1990
                               between the Company and  Wachovia  Bank and Trust
                               Company,   N.A.  as  Rights  Agent  ("Wachovia").
                               Incorporated  by  reference  to  Exhibit  1  to a
                               Registration Statement on Form 8-A, dated October
                               3, 1990, (File No. 1-9997).
         
         4(d)(1)(B)            First Amendment to the Rights Agreement, dated as
                               of March 22, 1993,  between the Company and First
                               Union National Bank of North Carolina,  as Rights
                               Agent ("First  Union"),  entered into for purpose
                               of replacing Wachovia.  Incorporated by reference
                               to Exhibit  4(b)(4) of the Form 10-Q filed by the
                               Registrant  for the quarter  ended March 31, 1993
                               (File No. 1-9997).
        
         4(d)(1)(C)            Second Amendment to the Rights  Agreement,  dated
                               as of December 21, 1993,  between the Company and
                               First Union. Incorporated by reference to Exhibit
                               5 to an Amendment on Form 8-A/A,  dated  December
                               21,  1993,  to a  Registration  Statement  of the
                               Registrant  on Form 8-A,  dated  October  3, 1990
                               (File No. 1-9997).


<PAGE>



         4(d)(1)(D)            Third Amendment to Rights Agreement,  dated as of
                               October 10,  1996,  between the Company and First
                               Union.  Incorporated by reference to Exhibit 6 to
                               Amendment to Form 8-A/A,  dated  November 7, 1996
                               to a Registration  Statement of the Registrant on
                               Form  8-A,   dated  October  3,  1990  (File  No.
                               1-9997).
         
         4                     (d)(1)(E)   Fourth   Amendment   to  the   Rights
                               Agreement  dated  February 27, 1997,  between the
                               Company   and  First   Union.   Incorporated   by
                               reference   to   Exhibit   8  to   amendment   to
                               Registration  Statement on Form 8-A/A dated March
                               17, 1997 on Form 8-A dated  October 3, 1996 (File
                               No. 1-9997).
         
         4(d)(2)               Form of Common Stock Purchase Rights  Certificate
                               (attached as Exhibit A to the Rights  Agreement).
                               Pursuant to the Rights Agreement,  printed Common
                               Stock Purchase  Rights  Certificates  will not be
                               mailed until the Distribution Date (as defined in
                               the Rights Agreement).
         
         4(d)(3)               Summary of Common Stock Purchase Rights (attached
                               as Exhibit B to the Rights Agreement).
         
         5                     Opinion  of  Boling  &  McCart.*  15  Letter  Re:
                               Unaudited Interim Financial  Information.*  23(a)
                               The   consent   of   Deloitte   &  Touche,   LLP,
                               independent     public    accountant    to    the
                               Registratrant  (See page 10).*  23(b) The Consent
                               of Boling & McCart (See  Exhibit 5  hereof).*  25
                               Powers of Attorney (See signature page hereof).*


*Filed with this report.

Item 9.  Undertakings.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors and officers and  controlling  persons
of the  Company  pursuant  to  the  provisions  referred  to in  Item 6 of  this
Registration  Statement or  otherwise,  the Company has been advised that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim against the Company for  indemnification  against such
liability (other than the payment by the Company of expenses incurred or paid by
a director  or officer of the Company in the  successful  defense of any action,
suit or proceeding)  is asserted by a director or officer or controlling  person
in connection with the securities being registered,  the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of  appropriate  jurisdiction  the  question of whether or not
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

The Company hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                           (i) To include  any  prospectus  required  by Section
                   10(a)(3) of the Securities Act of 1933;



<PAGE>



                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post- effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement; and

                           (iii)To include any material information with respect
                  to the plan of  distribution  not previously  disclosed in the
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement;  provided, however,
                  that the registrant need not file a  post-effective  amendment
                  to  include  the  information   required  to  be  included  by
                  subsection  (i) or (ii) if the  information  is  contained  in
                  periodic  reports filed by the registrant  pursuant to Section
                  13 or Section  15(d) of the  Securities  Exchange  Act of 1934
                  which  are  incorporated  by  reference  in  the  Registration
                  Statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new  Registration  Statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a post- effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                  (4) That, for the purpose of determining  any liability  under
         the  Securities  Act of 1933,  each filing of the  registrant's  annual
         report  pursuant to Section  13(a) or Section  15(d) of the  Securities
         Exchange Act of 1934 (and, where applicable, each filing of an employee
         benefit  plan's  annual  report   pursuant  to  Section  15(d)  of  the
         Securities  Exchange Act of 1934) that is  incorporated by reference in
         the  registration  statement  shall be deemed to be a new  registration
         statement relating to the securities offered therein,  and the offering
         of such  securities at that time shall be deemed to be the initial bona
         fide offering thereof.

                  (5) The undersigned registrant hereby undertakes to deliver or
         cause to be delivered  with the prospectus to each employee to whom the
         prospectus is sent or given a copy of the registrant's annual report to
         stockholders for its last fiscal year,  unless such employee  otherwise
         has received a copy of such report,  in which case the registrant shall
         state in the prospectus that it will promptly furnish,  without charge,
         a copy of such report on written  request of the employee.  If the last
         fiscal year of the  registrant  has ended  within 120 days prior to the
         use of the  prospectus,  the annual  report of the  registrant  for the
         preceding  fiscal  year may be so  delivered,  but within  such 120 day
         period the annual  report for the last fiscal year will be furnished to
         each such employee.

                  (6) The undersigned  registrant  hereby undertakes to transmit
         or cause to be transmitted to all employees  participating  in the plan
         who do not  otherwise  receive  such  material as  stockholders  of the
         registrant,  at the time and in the manner such material is sent to its
         stockholders,  copies  of  all  reports,  proxy  statements  and  other
         communications distributed to its stockholders generally.




<PAGE>



SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in the City of Jacksonville,  State of Florida,  the 17th day of
March, 1997.

KOGER EQUITY, INC.

By:        /s/ Victor A. Hughes, Jr.
         Victor A. Hughes, Jr.
         Chairman of the Board of
         Directors and Director

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.  Each person whose signature  appears
below hereby  authorized  Victor A. Hughes,  Jr.,  James C. Teagle,  W. Lawrence
Jenkins and James L. Stephens,  and each of them, as Attorneys-in-Fact,  to sign
on his behalf individually and to file any amendments,  including Post Effective
Amendments, to this Registration Statement.

         Signature                       Title                   Date

 /s/ Victor A. Hughes, Jr.         Chairman of the Board of
(Victor A. Hughes, Jr.)            Directors, President and Director
                                   (Chief Executive and Financial Officer)

 /s/ Irvin H. Davis                Vice Chairman of the Board
(Irvin H. Davis)                   of Directors and Director

 /s/ James C. Teagle               Executive Vice President
(James C. Teagle)                  (Chief Operating Officer)

 /s/ James L. Stephens             Vice President (Chief
(James L. Stephens)                Accounting Officer)           March 17, 1997

 /s/ D. Pike Aloian                Director
(D. Pike Aloian)

 /s/ Benjamin C. Bishop, Jr.       Director
(Benjamin C. Bishop, Jr.)

 /s/ David B. Hiley                Director
(David B. Hiley)

                                   Director
(G. Christian Lantzsch)

 /s/ William L. Mack               Director
(William L. Mack)

 /s/ Lee S. Neibart                Director
(Lee S. Neibart)

 /s/ W. Edward Scheetz             Director
(W. Edward Scheetz)

 /s/ George F. Staudter            Director
(George F. Staudter)

 /s/ S. D. Stoneburner             Director
(S. D. Stoneburner)





<PAGE>
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As filed with the Securities and Exchange Commission on
                                 March 17, 1997
--------------------------------------------------------------------------------
                                                     Registration No. 33-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------
                               KOGER EQUITY, INC.
               (Exact name of issuer as specified in its charter)

         FLORIDA                                          59-2898045
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         Identification No.)

            3986 BOULEVARD CENTER DRIVE, JACKSONVILLE, FLORIDA 32207
                     (Address of principal executive office)
                              --------------------

                   KOGER EQUITY, INC. 1996 STOCK OPTION PLAN
                        KOGER EQUITY, INC. STOCK OPTION
                            (Full title of the Plan)
                              --------------------
  VICTOR A. HUGHES, JR.                               W. LAWRENCE JENKINS
      President and                              Vice President/Administration
 Chief Financial Officer                            and Corporate Secretary
   KOGER EQUITY, INC.                                  KOGER EQUITY, INC.
3986 Boulevard Center Drive                       3986 Boulevard Center Drive
Jacksonville, Florida 32207                       Jacksonville, Florida  32207
           904/398-3403                                   904/398-3403
 (Name, address and telephone number, including area code of agents for service)
                                   Copies to:
                         HAROLD F. McCART, Jr., ESQUIRE
                  Boling & McCart (a professional association)
                        Suite 700, 76 South Laura Street
                          Jacksonville, Florida 32202
                              --------------------
                         CALCULATION OF REGISTRATION FEE

                              Proposed       Proposed
Title of                      Maximum        Maximum             Amount
Securities     Amount         Offering       Aggregate           of
  to be        to be          Price Per      Offering            Registration
Registered     Registered     Share          Price               Fee
   
Common
Stock, Par
Value $.01
Per Share      671,447 (1)    $15.375 (1)    $10,157,283 (1)     $ 3,078 (1)

(1)Pursuant to Rule 457(h),  based on the exercise price of the options  granted
under the Registrant's Stock Option Plan.
PART I

INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

         The documents containing the information  specified in this Part I will
be sent or given to the employees of Koger Equity,  Inc. (the "Company") and its
affiliates  who are  granted  options to purchase  shares  pursuant to the Koger
Equity,  Inc.  1996 Stock  Option  Plan and a certain  employee  who was granted
individual  stock options as specified by Rule  428I(b)(1) as promulgated  under
the Securities Act of 1933, as amended.

         Such  documents will include  information  required by Items 1 and 2 to
Form S-8. Pursuant to instructions in Part I of Form S-8, such documents are not
filed with the  Commission.  These  documents are the documents  incorporated by
reference in this Registration  Statement  pursuant to Item 3 of Part II of this
Form  S-8,  which  taken  together,  constitute  a  prospectus  that  meets  the
requirements of Section 10(a) of the Securities Act of 1933, as amended.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following  documents,  filed by the  Company  with the  Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
under  Commission File No. 1-9997,  are  incorporated  herein by reference as of
their respective dates:

         (1)      The  Company's  Annual Report on Form 10-K for the fiscal year
                  ended  December 31, 1995,  filed pursuant to Section 13 of the
                  Exchange Act;

         (2)      The  Company's  definitive  proxy  statement,  dated March 18,
                  1996,  filed  pursuant  to  Section  14 of  the  Exchange  Act
                  relating to its Annual Meeting of Shareholders  held on May 7,
                  1996;

         (3)      The Company's  Quarterly  Reports on Form 10-Q for the periods
                  ended March 31, 1996,  June 30, 1996,  and September 30, 1996,
                  filed pursuant to Section 13 of the Exchange Act;

         (4)      Current Report on Form 8-K, dated August 16, 1996;

         (5)      Current  Report on Form 8-K, dated August 22, 1996, as amended
                  by Current Report on Form 8-K/A, dated August 22, 1996; and

         (6)      Current Report on Form 8-K dated December 16, 1996; and

         (7)      Description  of the shares of Common  Stock  contained  in the
                  Company's  registration  statement  filed  pursuant to Section
                  12(b) of the Exchange Act and any amendment thereto or reports
                  filed for the purpose of updating such description.
All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 or  15(d)  of the  Exchange  Act  prior  to the  filing  of a
post-effective  amendment  indicating that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.  Any statement contained in a document incorporated or deemed
to be  incorporated  herein  by  reference  shall be deemed  to be  modified  or
superseded for purposes of this Registration Statement to the extent that such a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement as modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

         The Company's Articles of Incorporation  provide that the Company shall
indemnify  its officers and  directors  to the fullest  extent  permitted by the
General  Corporation  Law of the State of Florida as now or  hereafter in force,
including the advance of expenses and reasonable counsel fees.

         Section 93 of the Florida  Business  Corporation Act (Florida  Statutes
Section  607.0850)  provides that a director,  officer,  agent and employee of a
corporation or its  subsidiaries  or other  affiliates may be indemnified  under
certain  conditions by the corporation  against expenses,  including  attorney's
fees,  actually  and  reasonably  incurred  in  connection  with the  defense or
settlement  of  an  action,  suit  or  proceeding,   whether  civil,   criminal,
administrative or investigative, to which he becomes a party because he was such
director, officer, agent or employee,  including expenses reasonably incurred in
settlement  of any of the  aforesaid  matters,  if the board of  directors  by a
majority  vote of a quorum  consisting  of directors who were not parties to the
proceeding determine that the person seeking indemnification acted in good faith
and in a manner  he  reasonably  believed  to be in or not  opposed  to the best
interests of the corporation.

         Section  607.0850  also  provides  that  the  indemnification  provided
pursuant to above  provisions are not exclusive,  and a corporation may make any
other further indemnification of any of its directors,  officers,  employees, or
agents,  under any by-laws,  agreements,  vote of shareholders or  disinterested
directors,  or otherwise,  both as to action in his official  capacity and as to
action in another capacity while holding such office.  However,  indemnification
shall not be made to or on behalf of any director,  officer,  employee, or agent
if a judgment or other  final  adjudication  establishes  that his  actions,  or
omissions  to act,  were  material  to the cause of action  so  adjudicated  and
constitute:

         (a)      A violation of the criminal law, unless the director, officer,
                  employee, or agent had reasonable cause to believe his conduct
                  was lawful or had no  reasonable  cause to believe his conduct
                  was unlawful;
(b)      A transaction  from which the director,  officer,  employee or
                  agent derived an improper personal benefit;

         (c)      In the case of a dcertain liability provisionsr which relating
                  to  the  payment  of  dividends  an  asset  distributions  are
                  applicable; or

         (d)      Willful   misconductbest   interests   of   thegard   for  the
                  corporation  in a  proceeding  by  or  in  the  right  of  the
                  corporation  to  procure  a  judgment  in  its  favor  or in a
                  proceeding by or in the right of a shareholder.

         The Company has also entered  into an  Indemnification  Agreement  with
each of its  directors  and  executive  officers  whereby  the  Company  has the
affirmative  obligation to indemnify  such directors and officers to the fullest
extent permitted by law including the cost of enforcing the Indemnity Agreement.

         In addition,  the Company  carries  directors  and  officers  liability
insurance.

Item 7.  Exemption From Registration Claimed.

         Not Applicable.

Item 8.  Exhibits

Exhibit Number Description

         4(a)                  Amended and Restated  Articles of  Incorporation.
                               Incorporated  by  reference  to  Exhibit  3  of a
                               report on Form 8-K, dated May 10, 1994,  filed by
                               the   Registrant  on  June  17,  1994  (File  No.
                               1-9997).
         
         4(b)                  Koger  Equity,  Inc.  By  Laws,  as  Amended  and
                               Restated  on August  21,  1996.  Incorporated  by
                               reference  to  Exhibit  3(ii) of a report on Form
                               8-K/A,   dated  August  22,  1996  filed  by  the
                               Registrant on August 22, 1996 (File No. 1-9997).
         
         4(c)                  Common Stock  Certificate  of Koger Equity,  Inc.
                               Incorporated  by  reference  to  Exhibit  4(a) to
                               Registration Statement on Form S-11 (Registration
                               No. 33-22890).
         
         4(d)(1)(A)            Koger Equity,  Inc. Rights Agreement (the "Rights
                               Agreement")   dated  as  of  September  30,  1990
                               between the Company and  Wachovia  Bank and Trust
                               Company,   N.A.  as  Rights  Agent  ("Wachovia").
                               Incorporated  by  reference  to  Exhibit  1  to a
                               Registration Statement on Form 8-A, dated October
                               3, 1990, (File No. 1-9997).
         
         4(d)(1)(B)            First Amendment to the Rights Agreement, dated as
                               of March 22, 1993,  between the Company and First
                               Union National Bank of North Carolina,  as Rights
                               Agent ("First  Union"),  entered into for purpose
                               of replacing Wachovia.  Incorporated by reference
                               to Exhibit  4(b)(4) of the Form 10-Q filed by the
                               Registrant  for the quarter  ended March 31, 1993
                               (File No. 1-9997).
        
         4(d)(1)(C)            Second Amendment to the Rights  Agreement,  dated
                               as of December 21, 1993,  between the Company and
                               First Union. Incorporated by reference to Exhibit
                               5 to an Amendment on Form 8-A/A,  dated  December
                               21,  1993,  to a  Registration  Statement  of the
                               Registrant  on Form 8-A,  dated  October  3, 1990
                               (File No. 1-9997).
4(d)(1)(D)            Third Amendment to Rights Agreement,  dated as of
                               October 10,  1996,  between the Company and First
                               Union.  Incorporated by reference to Exhibit 6 to
                               Amendment to Form 8-A/A,  dated  November 7, 1996
                               to a Registration  Statement of the Registrant on
                               Form  8-A,   dated  October  3,  1990  (File  No.
                               1-9997).
         
         4                     (d)(1)(E)   Fourth   Amendment   to  the   Rights
                               Agreement  dated  February 27, 1997,  between the
                               Company   and  First   Union.   Incorporated   by
                               reference   to   Exhibit   8  to   amendment   to
                               Registration  Statement on Form 8-A/A dated March
                               17, 1997 on Form 8-A dated  October 3, 1996 (File
                               No. 1-9997).
         
         4(d)(2)               Form of Common Stock Purchase Rights  Certificate
                               (attached as Exhibit A to the Rights  Agreement).
                               Pursuant to the Rights Agreement,  printed Common
                               Stock Purchase  Rights  Certificates  will not be
                               mailed until the Distribution Date (as defined in
                               the Rights Agreement).
         
         4(d)(3)               Summary of Common Stock Purchase Rights (attached
                               as Exhibit B to the Rights Agreement).
         
         5                     Opinion  of  Boling  &  McCart.*  15  Letter  Re:
                               Unaudited Interim Financial  Information.*  23(a)
                               The   consent   of   Deloitte   &  Touche,   LLP,
                               independent     public    accountant    to    the
                               Registratrant  (See page 10).*  23(b) The Consent
                               of Boling & McCart (See  Exhibit 5  hereof).*  25
                               Powers of Attorney (See signature page hereof).*

*Filed with this report.

Item 9.  Undertakings.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors and officers and  controlling  persons
of the  Company  pursuant  to  the  provisions  referred  to in  Item 6 of  this
Registration  Statement or  otherwise,  the Company has been advised that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim against the Company for  indemnification  against such
liability (other than the payment by the Company of expenses incurred or paid by
a director  or officer of the Company in the  successful  defense of any action,
suit or proceeding)  is asserted by a director or officer or controlling  person
in connection with the securities being registered,  the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of  appropriate  jurisdiction  the  question of whether or not
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

The Company hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                           (i) To include  any  prospectus  required  by Section
                   10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post- effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement; and

                           (iii)To include any material information with respect
                  to the plan of  distribution  not previously  disclosed in the
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement;  provided, however,
                  that the registrant need not file a  post-effective  amendment
                  to  include  the  information   required  to  be  included  by
                  subsection  (i) or (ii) if the  information  is  contained  in
                  periodic  reports filed by the registrant  pursuant to Section
                  13 or Section  15(d) of the  Securities  Exchange  Act of 1934
                  which  are  incorporated  by  reference  in  the  Registration
                  Statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new  Registration  Statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a post- effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                  (4) That, for the purpose of determining  any liability  under
         the  Securities  Act of 1933,  each filing of the  registrant's  annual
         report  pursuant to Section  13(a) or Section  15(d) of the  Securities
         Exchange Act of 1934 (and, where applicable, each filing of an employee
         benefit  plan's  annual  report   pursuant  to  Section  15(d)  of  the
         Securities  Exchange Act of 1934) that is  incorporated by reference in
         the  registration  statement  shall be deemed to be a new  registration
         statement relating to the securities offered therein,  and the offering
         of such  securities at that time shall be deemed to be the initial bona
         fide offering thereof.

                  (5) The undersigned registrant hereby undertakes to deliver or
         cause to be delivered  with the prospectus to each employee to whom the
         prospectus is sent or given a copy of the registrant's annual report to
         stockholders for its last fiscal year,  unless such employee  otherwise
         has received a copy of such report,  in which case the registrant shall
         state in the prospectus that it will promptly furnish,  without charge,
         a copy of such report on written  request of the employee.  If the last
         fiscal year of the  registrant  has ended  within 120 days prior to the
         use of the  prospectus,  the annual  report of the  registrant  for the
         preceding  fiscal  year may be so  delivered,  but within  such 120 day
         period the annual  report for the last fiscal year will be furnished to
         each such employee.

                  (6) The undersigned  registrant  hereby undertakes to transmit
         or cause to be transmitted to all employees  participating  in the plan
         who do not  otherwise  receive  such  material as  stockholders  of the
         registrant,  at the time and in the manner such material is sent to its
         stockholders,  copies  of  all  reports,  proxy  statements  and  other
         communications distributed to its stockholders generally.
SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in the City of Jacksonville,  State of Florida,  the 17th day of
March, 1997.

KOGER EQUITY, INC.

By:        /s/ Victor A. Hughes, Jr.
         Victor A. Hughes, Jr.
         Chairman of the Board of
         Directors and Director

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.  Each person whose signature  appears
below hereby  authorized  Victor A. Hughes,  Jr.,  James C. Teagle,  W. Lawrence
Jenkins and James L. Stephens,  and each of them, as Attorneys-in-Fact,  to sign
on his behalf individually and to file any amendments,  including Post Effective
Amendments, to this Registration Statement.

         Signature                       Title                   Date

 /s/ Victor A. Hughes, Jr.         Chairman of the Board of
(Victor A. Hughes, Jr.)            Directors, President and Director
                                   (Chief Executive and Financial Officer)

 /s/ Irvin H. Davis                Vice Chairman of the Board
(Irvin H. Davis)                   of Directors and Director

 /s/ James C. Teagle               Executive Vice President
(James C. Teagle)                  (Chief Operating Officer)

 /s/ James L. Stephens             Vice President (Chief
(James L. Stephens)                Accounting Officer)           March 17, 1997

 /s/ D. Pike Aloian                Director
(D. Pike Aloian)

 /s/ Benjamin C. Bishop, Jr.       Director
(Benjamin C. Bishop, Jr.)

 /s/ David B. Hiley                Director
(David B. Hiley)

                                   Director
(G. Christian Lantzsch)

 /s/ William L. Mack               Director
(William L. Mack)

 /s/ Lee S. Neibart                Director
(Lee S. Neibart)

 /s/ W. Edward Scheetz             Director
(W. Edward Scheetz)

 /s/ George F. Staudter            Director
(George F. Staudter)

 /s/ S. D. Stoneburner             Director
(S. D. Stoneburner)