<PAGE>

                                              Registration No. 333-_____________


    As filed with the Securities and Exchange Commission on November 4, 1999
===============================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                             -----------------------

                        SYSTEM SOFTWARE ASSOCIATES, INC.
             (Exact name of registrant as specified in its charter)

                    DELAWARE                            36-3144515
         (State or other Jurisdiction                (I.R.S. Employer
       of incorporation or organization)           Identification Number)

       500 WEST MADISON, 32ND FLOOR                    (312) 258-6000
         CHICAGO, ILLINOIS 60661                 (Telephone number, including
        (Address, including Zip Code, of         area code, of registrant's
  registrant's principal executive offices)       principal executive offices)


            SYSTEM SOFTWARE ASSOCIATES, INC. LONG-TERM INCENTIVE PLAN

                             Mr. Robert R. Carpenter
                             Chief Executive Officer
                             System Software Associates, Inc.
                             500 West Madison
                             Chicago, Illinois 60661
                             (312) 258-6000

       (Name, address, including zip code and telephone number, including
                        area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
 TITLE OF EACH CLASS OF                             PROPOSED MAXIMUM       PROPOSED MAXIMUM
    SECURITIES TO BE          AMOUNT TO BE         OFFERING PRICE PER     AGGREGATE OFFERING          AMOUNT OF
       REGISTERED              REGISTERED*              SHARE**                 PRICE**          REGISTRATION FEE**
----------------------------------------------------------------------------------------------------------------------
<S>                            <C>                     <C>                   <C>                       <C>
Common Stock, par value
$.0033 per share                1,208,410               $2.0156               $2,435,671                $677
======================================================================================================================
</TABLE>
* This Registration Statement includes any additional shares of the registrant's
Common Stock that may be issued pursuant to antidilution provisions contained in
the plan.

** Pursuant to Rule 457(h), the registration fee was computed on the basis of
the average of the bid and asked price of the registrant's Common Stock on
October 29, 1999.
===============================================================================


<PAGE>




                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


         ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have heretofore been filed by System
Software Associates, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission"), are incorporated by reference in this
Registration Statement, except to the extent that any statement or information
therein is modified, superseded or replaced by a statement or information
contained in any other subsequently filed document incorporated herein by
reference:

     (a)  the Company's Annual Report on Form 10-K for the fiscal year ended
          October 31, 1998, filed on January 29, 1999, as amended on Form 10-K/A
          on March 2, 1999;

     (b)  the Company's Quarterly Report on Form 10-Q for the periods ended
          January 31, 1999, April 30, 1999 and July 31, 1999;

     (c)  the Company's Proxy Statement on Form 14A, filed on March 4, 1999 and
          July 2, 1999;

     (d)  the Company's Current Report on Form 8-K, filed February 18, 1999 and
          September 20, 1999;

     (e)  the description of the Company's Common Stock, $.0033 par value per
          share, contained in the Company's Registration Statement on Form 8-A,
          declared effective February 12, 1987 and February 18, 1999; and

     (f)  the description of the Company's Common Stock Purchase Rights
          contained in the Company's Registration statement on Form 8-K, filed
          May 18, 1988.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof, and prior to the filing of a
post-effective amendment which indicates 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.


                                       2

<PAGE>



         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 By-laws of the registrant provide that the registrant shall
indemnify its officers and directors to the fullest extent permitted by
applicable law. Section 145 of the Delaware General Corporation Law (the "DGCL")
provides, in general, that each director and officer of a corporation may be
indemnified against expenses (including attorneys' fees, judgments, fines and
amount paid in settlement) actually and reasonably incurred in connection with
the defense or settlement of any threatened, pending or completed legal
proceedings in which he is involved by reason of the fact that he is or was a
director or officer if he acted in good faith and in a manner that he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, if he had no reasonable cause
to believe that his conduct was unlawful. If the legal proceeding, however, is
by or in the right of the corporation, the director or officer may not be
indemnified in respect of any claim, issue or matter as to which he shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the company unless a court determines otherwise.

         The Certificate of Incorporation of the registrant, as amended to date,
provides that the personal liability of the directors of the registrant shall be
eliminated to the fullest extent permitted by applicable law. The DGCL permits a
corporation's certificate of incorporation to provide that no director of the
corporation shall be personally liable to the corporation or its stockholders
for monetary damages for any breach of his fiduciary duty as a director;
provided, however, that such provision shall not apply to any liability of a
director (1) for any breach of a director's duty of loyalty to the corporation
or its stockholders, (2) for acts or omissions that are not in good faith or
involve intentional misconduct or a knowing violation of the law, (3) under
Section 174 of the DGCL or (4) for any transaction from which the director
derived an improper personal benefit.

         ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

         ITEM 8. EXHIBITS.

         See Exhibit Index which is incorporated herein by reference.




                                       3
<PAGE>


         ITEM 9. UNDERTAKINGS.

(a)  The undersigned registrant 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 (the "Securities Act");

               (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;

               (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 paragraphs (a)(1)(i) and (a)(1)(ii) do
               not apply if the registration statement is on Form S-3 or Form
               S-8, and the information required to be included in a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed by the registrant pursuant to Section 13
               or Section 15(d) of the Exchange Act that are incorporated by
               reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act, 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.

(b)  The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act 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.



                                       4

<PAGE>


(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to officers, directors, and controlling persons of the
     registrant pursuant to the registrant's certificate of incorporation or
     by-laws, or otherwise, the registrant has been advised that in the opinion
     of the Commission such indemnification is against public policy as
     expressed in the Securities Act and is, therefore, unenforceable. In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the registrant of expenses incurred or paid by a director,
     officer or controlling person of the registrant in the successful defense
     of any action, suit or proceeding) is asserted by such director, officer,
     or controlling person in connection with the securities being registered,
     the registrant 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 whether such indemnification by it is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.


                                   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 Chicago, State of Illinois, on the 29th day of
October, 1999.

                                           System Software Associates, Inc.


                                            By:     /s/ Robert R. Carpenter
                                               ------------------------------
                                                   Robert R. Carpenter
                                            Its:  Chief Executive Officer




                                       5

<PAGE>



                                POWER OF ATTORNEY

         Know all men by these presents, that each person whose signature
         appears below constitutes and appoints Robert R. Carpenter and William
         N. Weaver, Jr., and each of them singly, his true and lawful
         attorney-in-fact and agents, with full power and substitution and
         resubstitution, for him and in his name, place and stead, in any and
         all capacities (including his capacity as a director and officer of
         System Software Associates) to sign any and all amendments (including
         post-effective amendments) to this Registration Statement, and to file
         the same, with all exhibits thereto, and other documents in connection
         therewith, with the Securities and Exchange Commission, granting unto
         said attorney-in-fact and agents, and each of them, full power and
         authority to do and perform each and every act and thing requisite and
         necessary to be done in and about the premises, as fully to all intents
         and purposes as he might or could do in person, hereby ratifying and
         confirming all that said attorney-in-fact and agents or any of them, or
         their or his substitute or substitutes, may lawfully do or cause to be
         done by virtue thereof.

         IN WITNESS WHEREOF, the undersigned have executed this power of
         attorney on the 29th day of October, 1999.


         /s/ Robert R. Carpenter             /s/ William N. Weaver, Jr.
         -----------------------             --------------------------
         Robert R. Carpenter                 William N. Weaver, Jr.


         /s/ Douglas Smith                   /s/ Andrew J. Filipowski
         -----------------------             --------------------------
         Douglas Smith                       Andrew J. Filipowski


          /s/ Joseph Skadra
          -----------------
          Joseph Skadra





                                       6

<PAGE>



Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in their respective
capacities on the dates indicated.

<TABLE>
<CAPTION>
          Signature                      Title                                          Date
          ---------                      -----                                          ----
<S>                            <C>                                                <C>
                                Chief Executive Officer, President and
                                Chairman of the Board of Directors
  /s/ Robert R. Carpenter       (Principal Executive Officer)
-----------------------------
Robert R. Carpenter                                                                October 29, 1999


                                Vice President of Finance and Controller
   /s/ Joseph Skadra            (Principal Financial and Accounting Officer)
-----------------------------
Joseph Skadra                                                                      October 29, 1999



   /s/ William N. Weaver, Jr.    Director                                           October 29, 1999
-----------------------------
William N. Weaver, Jr.



   /s/ Douglas Smith             Director                                           October 29, 1999
-----------------------------
Douglas Smith



   /s/ Andrew J. Filipowski      Director                                           October 29, 1999
-----------------------------
Andrew J. Filipowski

</TABLE>



                                       7

<PAGE>





                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
        Exhibit
         Number                            Description of Exhibit
        -------                            ----------------------
         <S>             <C>
          4.1             Certificate of Incorporation of  System Software
                          Associates, Inc., as amended to date.*
          4.2             By-Laws of System Software Associates, Inc., as
                          amended to date.**
          4.3             Rights Agreement dated as of May 3, 1988.***
           5              Opinion of Sachnoff & Weaver, Ltd.
           23             Consent of KPMG LLP
           24             Powers of Attorney (contained on the signature page
                          hereto)



--------------------------------------------------------------------------------
</TABLE>
*    Incorporated by reference from the Company's Annual Report on Form 10-K for
     the fiscal year ended October 31, 1987 (File No. 0-15322).

**   Incorporated by reference from the Company's Annual Report on Form 10-K for
     the fiscal year ended October 31, 1989 (File No. 0-15322).

***  Incorporated by reference from the Company's Form 8-K Current Report filed
     May 18, 1988 (File No. 0-15322).
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 17756}]
{"company-data": {"conformed-name": "SYSTEM SOFTWARE ASSOCIATES INC", "cik": "0000808207", "assigned-sic": "7372", "irs-number": "363144515", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90339", "film-number": "99741314"}, "business-address": {"street1": "500 W MADISON ST 32ND FLR", "city": "CHICAGO", "state": "IL", "zip": "60661", "phone": "3126412900"}}
Registration No. 333-_____________

    As filed with the Securities and Exchange Commission on November 4, 1999
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                             -----------------------

                        SYSTEM SOFTWARE ASSOCIATES, INC.
             (Exact name of registrant as specified in its charter)

                    DELAWARE                            36-3144515
         (State or other Jurisdiction                (I.R.S. Employer
       of incorporation or organization)           Identification Number)

       500 WEST MADISON, 32ND FLOOR                    (312) 258-6000
         CHICAGO, ILLINOIS 60661                 (Telephone number, including
        (Address, including Zip Code, of         area code, of registrant's
  registrant's principal executive offices)       principal executive offices)

            SYSTEM SOFTWARE ASSOCIATES, INC. LONG-TERM INCENTIVE PLAN

                             Mr. Robert R. Carpenter
                             Chief Executive Officer
                             System Software Associates, Inc.
                             500 West Madison
                             Chicago, Illinois 60661
                             (312) 258-6000

       (Name, address, including zip code and telephone number, including
                        area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
 TITLE OF EACH CLASS OF                             PROPOSED MAXIMUM       PROPOSED MAXIMUM
    SECURITIES TO BE          AMOUNT TO BE         OFFERING PRICE PER     AGGREGATE OFFERING          AMOUNT OF
       REGISTERED              REGISTERED*              SHARE**                 PRICE**          REGISTRATION FEE**
----------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.0033 per share                1,208,410               $2.0156               $2,435,671                $677
======================================================================================================================
* This Registration Statement includes any additional shares of the registrant's
Common Stock that may be issued pursuant to antidilution provisions contained in
the plan.

** Pursuant to Rule 457(h), the registration fee was computed on the basis of
the average of the bid and asked price of the registrant's Common Stock on
October 29, 1999.
===============================================================================
PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

         ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have heretofore been filed by System
Software Associates, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission"), are incorporated by reference in this
Registration Statement, except to the extent that any statement or information
therein is modified, superseded or replaced by a statement or information
contained in any other subsequently filed document incorporated herein by
reference:

     (a)  the Company's Annual Report on Form 10-K for the fiscal year ended
          October 31, 1998, filed on January 29, 1999, as amended on Form 10-K/A
          on March 2, 1999;

     (b)  the Company's Quarterly Report on Form 10-Q for the periods ended
          January 31, 1999, April 30, 1999 and July 31, 1999;

     (c)  the Company's Proxy Statement on Form 14A, filed on March 4, 1999 and
          July 2, 1999;

     (d)  the Company's Current Report on Form 8-K, filed February 18, 1999 and
          September 20, 1999;

     (e)  the description of the Company's Common Stock, $.0033 par value per
          share, contained in the Company's Registration Statement on Form 8-A,
          declared effective February 12, 1987 and February 18, 1999; and

     (f)  the description of the Company's Common Stock Purchase Rights
          contained in the Company's Registration statement on Form 8-K, filed
          May 18, 1988.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof, and prior to the filing of a
post-effective amendment which indicates 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.

                                       2
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 By-laws of the registrant provide that the registrant shall
indemnify its officers and directors to the fullest extent permitted by
applicable law. Section 145 of the Delaware General Corporation Law (the "DGCL")
provides, in general, that each director and officer of a corporation may be
indemnified against expenses (including attorneys' fees, judgments, fines and
amount paid in settlement) actually and reasonably incurred in connection with
the defense or settlement of any threatened, pending or completed legal
proceedings in which he is involved by reason of the fact that he is or was a
director or officer if he acted in good faith and in a manner that he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, if he had no reasonable cause
to believe that his conduct was unlawful. If the legal proceeding, however, is
by or in the right of the corporation, the director or officer may not be
indemnified in respect of any claim, issue or matter as to which he shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the company unless a court determines otherwise.

         The Certificate of Incorporation of the registrant, as amended to date,
provides that the personal liability of the directors of the registrant shall be
eliminated to the fullest extent permitted by applicable law. The DGCL permits a
corporation's certificate of incorporation to provide that no director of the
corporation shall be personally liable to the corporation or its stockholders
for monetary damages for any breach of his fiduciary duty as a director;
provided, however, that such provision shall not apply to any liability of a
director (1) for any breach of a director's duty of loyalty to the corporation
or its stockholders, (2) for acts or omissions that are not in good faith or
involve intentional misconduct or a knowing violation of the law, (3) under
Section 174 of the DGCL or (4) for any transaction from which the director
derived an improper personal benefit.

         ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

         ITEM 8. EXHIBITS.

         See Exhibit Index which is incorporated herein by reference.

                                       3
ITEM 9. UNDERTAKINGS.

(a)  The undersigned registrant 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 (the "Securities Act");

               (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;

               (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 paragraphs (a)(1)(i) and (a)(1)(ii) do
               not apply if the registration statement is on Form S-3 or Form
               S-8, and the information required to be included in a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed by the registrant pursuant to Section 13
               or Section 15(d) of the Exchange Act that are incorporated by
               reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act, 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.

(b)  The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act 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.

                                       4
(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to officers, directors, and controlling persons of the
     registrant pursuant to the registrant's certificate of incorporation or
     by-laws, or otherwise, the registrant has been advised that in the opinion
     of the Commission such indemnification is against public policy as
     expressed in the Securities Act and is, therefore, unenforceable. In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the registrant of expenses incurred or paid by a director,
     officer or controlling person of the registrant in the successful defense
     of any action, suit or proceeding) is asserted by such director, officer,
     or controlling person in connection with the securities being registered,
     the registrant 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 whether such indemnification by it is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.

                                   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 Chicago, State of Illinois, on the 29th day of
October, 1999.

                                           System Software Associates, Inc.

                                            By:     /s/ Robert R. Carpenter
                                               ------------------------------
                                                   Robert R. Carpenter
                                            Its:  Chief Executive Officer

                                       5
POWER OF ATTORNEY

         Know all men by these presents, that each person whose signature
         appears below constitutes and appoints Robert R. Carpenter and William
         N. Weaver, Jr., and each of them singly, his true and lawful
         attorney-in-fact and agents, with full power and substitution and
         resubstitution, for him and in his name, place and stead, in any and
         all capacities (including his capacity as a director and officer of
         System Software Associates) to sign any and all amendments (including
         post-effective amendments) to this Registration Statement, and to file
         the same, with all exhibits thereto, and other documents in connection
         therewith, with the Securities and Exchange Commission, granting unto
         said attorney-in-fact and agents, and each of them, full power and
         authority to do and perform each and every act and thing requisite and
         necessary to be done in and about the premises, as fully to all intents
         and purposes as he might or could do in person, hereby ratifying and
         confirming all that said attorney-in-fact and agents or any of them, or
         their or his substitute or substitutes, may lawfully do or cause to be
         done by virtue thereof.

         IN WITNESS WHEREOF, the undersigned have executed this power of
         attorney on the 29th day of October, 1999.

         /s/ Robert R. Carpenter             /s/ William N. Weaver, Jr.
         -----------------------             --------------------------
         Robert R. Carpenter                 William N. Weaver, Jr.

         /s/ Douglas Smith                   /s/ Andrew J. Filipowski
         -----------------------             --------------------------
         Douglas Smith                       Andrew J. Filipowski

          /s/ Joseph Skadra
          -----------------
          Joseph Skadra

                                       6
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in their respective
capacities on the dates indicated.
Signature                      Title                                          Date
          ---------                      -----                                          ----
Chief Executive Officer, President and
                                Chairman of the Board of Directors
  /s/ Robert R. Carpenter       (Principal Executive Officer)
-----------------------------
Robert R. Carpenter                                                                October 29, 1999

                                Vice President of Finance and Controller
   /s/ Joseph Skadra            (Principal Financial and Accounting Officer)
-----------------------------
Joseph Skadra                                                                      October 29, 1999

   /s/ William N. Weaver, Jr.    Director                                           October 29, 1999
-----------------------------
William N. Weaver, Jr.

   /s/ Douglas Smith             Director                                           October 29, 1999
-----------------------------
Douglas Smith

   /s/ Andrew J. Filipowski      Director                                           October 29, 1999
-----------------------------
Andrew J. Filipowski
7
EXHIBIT INDEX
Exhibit
         Number                            Description of Exhibit
        -------                            ----------------------
4.1             Certificate of Incorporation of  System Software
                          Associates, Inc., as amended to date.*
          4.2             By-Laws of System Software Associates, Inc., as
                          amended to date.**
          4.3             Rights Agreement dated as of May 3, 1988.***
           5              Opinion of Sachnoff & Weaver, Ltd.
           23             Consent of KPMG LLP
           24             Powers of Attorney (contained on the signature page
                          hereto)

--------------------------------------------------------------------------------
*    Incorporated by reference from the Company's Annual Report on Form 10-K for
     the fiscal year ended October 31, 1987 (File No. 0-15322).

**   Incorporated by reference from the Company's Annual Report on Form 10-K for
     the fiscal year ended October 31, 1989 (File No. 0-15322).

***  Incorporated by reference from the Company's Form 8-K Current Report filed
     May 18, 1988 (File No. 0-15322).