As filed with the Securities and Exchange Commission on November 19, 1998

                             Registration No. 33-



                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933


                     POLICY MANAGEMENT SYSTEMS CORPORATION
            (Exact name of registrant as specified in its charter)
                                      South Carolina
        (State or other jurisdiction of incorporation or organization)
                                  57-0723125
                     (I.R.S. Employer  Identification No.)
                        One PMSC Center (P.O. Box Ten)
                Blythewood, S.C. (Columbia, S.C.) 29016 (29202)
              (Address of Principal Executive Offices) (Zip Code)

                     POLICY MANAGEMENT SYSTEMS CORPORATION
                        RESTRICTED STOCK OWNERSHIP PLAN
                           (Full title of the plan)

                        Stephen G. Morrison, Secretary
                     Policy Management Systems Corporation
                                One PMSC Center
                       Blythewood, South Carolina 29016
                                (803) 333-4000
   (Name, address, including zip code, and telephone number, including area
                          code, of agent for service)



                      CALCULATION  OF  REGISTRATION  FEE

   Title of securities      Amount       Proposed    Proposed       Amount of
   to be registered         to be        maximum     maximum      registration
                          registered     offering    aggregate        fee
                                          price      offering
                                          per        price (1)
                                         share (1)
   Common Stock, par
   value $.01 per          500,000       $46.906     $23,453,000    $6,519.93
      share

   1)    Pursuant  to  Rule  457(h), these prices are estimated solely for the
purpose  of calculating the registration fee and are based upon the average of
the high and low sales prices of the Registrant's Common Stock on the New York
Stock  Exchange  on  November  17,  1998.


<PAGE>
There  are  also  registered hereunder such additional indeterminate number of
shares  as  may  be  issued  as a result of the antidilution provisions of the
Plan.
                                  PART  I

           INFORMATION  REQUIRED  IN  THE  SECTION  10(a)  PROSPECTUS


     The documents containing information specified by Part I of this Form S-8
Registration Statement (the "Registration Statement") will be sent or given to
participants  in  the  plan  listed on the cover of the Registration Statement
(the  "Plan") as specified in Rule 428(b)(1) promulgated by the Securities and
Exchange  Commission  (the  "Commission") under the Securities Act of 1933, as
amended(the  "Securities  Act").   Such documents are not being filed with the
Commission  but constitute (along with the documents incorporated by reference
into  the  Registration  Statement  pursuant  to  Item  3 of Part II hereof) a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                  PART  II

            INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

Item  3.    Incorporation  of  Documents  by  Reference

     The  following  documents  filed by Policy Management Systems Corporation
(the  "Company")  with  the  Commission  are incorporated herein by reference:

(1)      the Annual Report on Form 10-K for the fiscal year ended December 31,
1997;  the  Quarterly  Reports  on  Form 10-Q for the quarters ended March 31,
1998,  June  30,  1998  and  September 30, 1998; the Form 8-K filed on May 12,
1998;  and

(2)     the description of the Common Stock, $.01 par value per share ("Common
Stock"),  of  the  Company  which  is  contained  in  the  Company's  Form 8-A
Registration  Statement  declared effective by the Commission on July 6, 1990,
including  any  amendments  or  reports filed for the purpose of updating such
description.

     All  documents  and reports subsequently filed by the Company pursuant to
Section  13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  prior  to  the  filing  of  a post-effective
amendment  which indicates that all securities offered have been sold or which
de-registers  such  securities  then  remaining  unsold  shall be deemed to be
incorporated  herein  by  reference  and  to be a part hereof from the date of
filing  of  such  documents or reports.  Any statement contained in a document
incorporated  or deemed to be incorporated by reference herein shall be deemed
to  be  modified  or superseded for purposes of this Registration Statement to
the  extent  that  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  so  modified  or  superseded, except as so
modified  or  superseded,  shall  not  be  deemed 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

<PAGE>
Item  6.    Indemnification  of  Directors  and  Officers

     The  South  Carolina  Business Corporation Act (the "Act) permits, and in
certain  circumstances requires, indemnification of directors and officers for
liability and expenses incurred by them in connection with any civil, criminal
or  administrative  claim  or  proceeding in which they may become involved by
reason of being a director or officer of the Company.  The Act applies to both
civil  and  criminal  actions  (including  civil actions brought as derivative
actions  by or in the right of the Company) and permits indemnification if the
director  or  officer acted in good faith in what he reasonably believed to be
the  best interest of the Company and, in addition, in criminal actions, if he
had  no  reasonable  cause  to  believe  his  conduct  to be unlawful.  If the
required  standard of conduct is met, indemnification may include counsel fees
and  disbursements of the director or officer, and judgments, fines, penalties
and  settlement  payments.    Directors  and  officers who are successful with
respect  to any claim against them are entitled to indemnification as a matter
of  right for reasonable expenses incurred.  On the other hand, if the charges
made  in  any
action  are  sustained, either the Board of Directors, acting by disinterested
members,  independent  legal  counsel or the holders of stock entitled to vote
will  determine  if  the  required  standard of conduct has been met to permit
indemnification.   If, in an action brought by or in the right of the Company,
the  director or officer is adjudged to be liable, he will only be entitled to
such  indemnity  for  reasonable  expenses  incurred  as  the court conducting
the  proceeding  finds  to  be  fair  and  reasonable under the circumstances.

     The  Act also provides for indemnification of persons who, at the request
of  the  Company,  act  as  directors  or  officers  of  other companies.  The
Company's  Articles  of Incorporation currently provide that the Company shall
indemnify  the persons to the extent permitted to be indemnified by the Act as
summarized  above.

     Officers  and directors of the Company are presently covered by insurance
which  (with  certain  exceptions  and within certain limitations) indemnifies
them against any losses or liabilities arising from any alleged "wrongful act"
including any alleged breach of duty, neglect, error, misstatement, misleading
statement,  omission  or  other act done or wrongfully attempted.  The cost of
such  insurance  is  borne  by  the  Company  as  permitted by the Articles of
Incorporation  of  the  Company  and  the laws of the State of South Carolina.

Item  7.    Exemption  from  Registration  Claimed

     Not  applicable

Item  8.    Exhibits

Exhibit
Number                    Description

  4.1              -     Restated Articles of Incorporation of the Company, as
amended,  filed  as  an  exhibit to Form 10-K Annual Report for the year ended
December  31,  1997  and  incorporated  herein  by  reference.

  4.2           -     Restated By-laws of the Company, as amended, filed as an
exhibit to  Form  10-K  Annual Report for the year ended December 31, 1997 and
incorporated  herein  by  reference.

  4.3             -     Policy Management Systems Corporation Restricted Stock
Ownership  Plan.

<PAGE>
  23                  -        Consent  of  PricewaterhouseCoopers,  LLP

  24          -     Power of Attorney by the Officers and Directors who signed
this  Registration  Statement  set  forth  on  page  6  herein.


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;

   (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.    Notwithstanding  the  foregoing,  any  increase or
decrease  in  volume  of  securities  offered  (if  the  total dollar value of
securities  offered  would  not  exceed  that  which  was  registered) and any
deviation from the low or high end of the estimated maximum offering range may
be  reflected  in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more  than  a  20  percent  change in the maximum aggregate offering price set
forth  in  the  ACalculation  of  Registration  Fee@  table  in  the effective
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 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 (and, where applicable, each filing of an employee benefit plan's
annual  report  pursuant  to  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.

<PAGE>
  (c)  Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to directors, officers and controlling persons of the
registrant  pursuant to the foregoing provisions, 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, 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 Blythewood, State of South Carolina,
on  this  19th  day  of  November,  1998.

                         POLICY  MANAGEMENT  SYSTEMS  CORPORATION

BY  (SIGNATURE)          /s/  Timothy  V.  Williams
NAME  AND  TITLE)             Timothy  V.  Williams,
                              Executive  Vice  President,
                              Principal  Financial  and  Accounting  Officer
DATE:                         November  19,  1998

<PAGE>
                                 EXHIBIT INDEX


Exhibit
Number           Description                                     Location

4.1(1)           Restated Articles of Incorporation of             (1)
                 the  Company,  as  amended.

4.2(1)           Restated By-laws of the Company, as amended.      (1)

4.3              Policy  Management  Systems  Corporation          p.  7
                 Restricted  Stock  Ownership  Plan.

23               Consent  of  PricewaterhouseCoopers,  LLP         p. 22

24               Power  of  Attorney  executed  by  the            p. 23
                 officers  and  directors  who  signed  this
                 Registration  Statement  set  forth  on  page
                 6  herein.

(1)              Filed  as  an  exhibit  to  Form  10-K  Annual    (1)
                 Report  for  the  year  ended  December  31,
                 1997  and  incorporated  herein  by  reference.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15158}]
{"company-data": {"conformed-name": "POLICY MANAGEMENT SYSTEMS CORP", "cik": "0000356226", "assigned-sic": "6411", "irs-number": "570723125", "state-of-incorporation": "SC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67555", "film-number": "98755412"}, "business-address": {"street1": "ONE PMSC CTR", "street2": "PO BOX TEN", "city": "COLUMBIA", "state": "SC", "zip": "29202", "phone": "8037354000"}}
As filed with the Securities and Exchange Commission on November 19, 1998

                             Registration No. 33-

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                     POLICY MANAGEMENT SYSTEMS CORPORATION
            (Exact name of registrant as specified in its charter)
                                      South Carolina
        (State or other jurisdiction of incorporation or organization)
                                  57-0723125
                     (I.R.S. Employer  Identification No.)
                        One PMSC Center (P.O. Box Ten)
                Blythewood, S.C. (Columbia, S.C.) 29016 (29202)
              (Address of Principal Executive Offices) (Zip Code)

                     POLICY MANAGEMENT SYSTEMS CORPORATION
                        RESTRICTED STOCK OWNERSHIP PLAN
                           (Full title of the plan)

                        Stephen G. Morrison, Secretary
                     Policy Management Systems Corporation
                                One PMSC Center
                       Blythewood, South Carolina 29016
                                (803) 333-4000
   (Name, address, including zip code, and telephone number, including area
                          code, of agent for service)

                      CALCULATION  OF  REGISTRATION  FEE

   Title of securities      Amount       Proposed    Proposed       Amount of
   to be registered         to be        maximum     maximum      registration
                          registered     offering    aggregate        fee
                                          price      offering
                                          per        price (1)
                                         share (1)
   Common Stock, par
   value $.01 per          500,000       $46.906     $23,453,000    $6,519.93
      share

   1)    Pursuant  to  Rule  457(h), these prices are estimated solely for the
purpose  of calculating the registration fee and are based upon the average of
the high and low sales prices of the Registrant's Common Stock on the New York
Stock  Exchange  on  November  17,  1998.
There  are  also  registered hereunder such additional indeterminate number of
shares  as  may  be  issued  as a result of the antidilution provisions of the
Plan.
                                  PART  I

           INFORMATION  REQUIRED  IN  THE  SECTION  10(a)  PROSPECTUS

     The documents containing information specified by Part I of this Form S-8
Registration Statement (the "Registration Statement") will be sent or given to
participants  in  the  plan  listed on the cover of the Registration Statement
(the  "Plan") as specified in Rule 428(b)(1) promulgated by the Securities and
Exchange  Commission  (the  "Commission") under the Securities Act of 1933, as
amended(the  "Securities  Act").   Such documents are not being filed with the
Commission  but constitute (along with the documents incorporated by reference
into  the  Registration  Statement  pursuant  to  Item  3 of Part II hereof) a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                  PART  II

            INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

Item  3.    Incorporation  of  Documents  by  Reference

     The  following  documents  filed by Policy Management Systems Corporation
(the  "Company")  with  the  Commission  are incorporated herein by reference:

(1)      the Annual Report on Form 10-K for the fiscal year ended December 31,
1997;  the  Quarterly  Reports  on  Form 10-Q for the quarters ended March 31,
1998,  June  30,  1998  and  September 30, 1998; the Form 8-K filed on May 12,
1998;  and

(2)     the description of the Common Stock, $.01 par value per share ("Common
Stock"),  of  the  Company  which  is  contained  in  the  Company's  Form 8-A
Registration  Statement  declared effective by the Commission on July 6, 1990,
including  any  amendments  or  reports filed for the purpose of updating such
description.

     All  documents  and reports subsequently filed by the Company pursuant to
Section  13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  prior  to  the  filing  of  a post-effective
amendment  which indicates that all securities offered have been sold or which
de-registers  such  securities  then  remaining  unsold  shall be deemed to be
incorporated  herein  by  reference  and  to be a part hereof from the date of
filing  of  such  documents or reports.  Any statement contained in a document
incorporated  or deemed to be incorporated by reference herein shall be deemed
to  be  modified  or superseded for purposes of this Registration Statement to
the  extent  that  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  so  modified  or  superseded, except as so
modified  or  superseded,  shall  not  be  deemed 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  South  Carolina  Business Corporation Act (the "Act) permits, and in
certain  circumstances requires, indemnification of directors and officers for
liability and expenses incurred by them in connection with any civil, criminal
or  administrative  claim  or  proceeding in which they may become involved by
reason of being a director or officer of the Company.  The Act applies to both
civil  and  criminal  actions  (including  civil actions brought as derivative
actions  by or in the right of the Company) and permits indemnification if the
director  or  officer acted in good faith in what he reasonably believed to be
the  best interest of the Company and, in addition, in criminal actions, if he
had  no  reasonable  cause  to  believe  his  conduct  to be unlawful.  If the
required  standard of conduct is met, indemnification may include counsel fees
and  disbursements of the director or officer, and judgments, fines, penalties
and  settlement  payments.    Directors  and  officers who are successful with
respect  to any claim against them are entitled to indemnification as a matter
of  right for reasonable expenses incurred.  On the other hand, if the charges
made  in  any
action  are  sustained, either the Board of Directors, acting by disinterested
members,  independent  legal  counsel or the holders of stock entitled to vote
will  determine  if  the  required  standard of conduct has been met to permit
indemnification.   If, in an action brought by or in the right of the Company,
the  director or officer is adjudged to be liable, he will only be entitled to
such  indemnity  for  reasonable  expenses  incurred  as  the court conducting
the  proceeding  finds  to  be  fair  and  reasonable under the circumstances.

     The  Act also provides for indemnification of persons who, at the request
of  the  Company,  act  as  directors  or  officers  of  other companies.  The
Company's  Articles  of Incorporation currently provide that the Company shall
indemnify  the persons to the extent permitted to be indemnified by the Act as
summarized  above.

     Officers  and directors of the Company are presently covered by insurance
which  (with  certain  exceptions  and within certain limitations) indemnifies
them against any losses or liabilities arising from any alleged "wrongful act"
including any alleged breach of duty, neglect, error, misstatement, misleading
statement,  omission  or  other act done or wrongfully attempted.  The cost of
such  insurance  is  borne  by  the  Company  as  permitted by the Articles of
Incorporation  of  the  Company  and  the laws of the State of South Carolina.

Item  7.    Exemption  from  Registration  Claimed

     Not  applicable

Item  8.    Exhibits

Exhibit
Number                    Description

  4.1              -     Restated Articles of Incorporation of the Company, as
amended,  filed  as  an  exhibit to Form 10-K Annual Report for the year ended
December  31,  1997  and  incorporated  herein  by  reference.

  4.2           -     Restated By-laws of the Company, as amended, filed as an
exhibit to  Form  10-K  Annual Report for the year ended December 31, 1997 and
incorporated  herein  by  reference.

  4.3             -     Policy Management Systems Corporation Restricted Stock
Ownership  Plan.
23                  -        Consent  of  PricewaterhouseCoopers,  LLP

  24          -     Power of Attorney by the Officers and Directors who signed
this  Registration  Statement  set  forth  on  page  6  herein.

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;

   (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.    Notwithstanding  the  foregoing,  any  increase or
decrease  in  volume  of  securities  offered  (if  the  total dollar value of
securities  offered  would  not  exceed  that  which  was  registered) and any
deviation from the low or high end of the estimated maximum offering range may
be  reflected  in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more  than  a  20  percent  change in the maximum aggregate offering price set
forth  in  the  ACalculation  of  Registration  Fee@  table  in  the effective
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 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 (and, where applicable, each filing of an employee benefit plan's
annual  report  pursuant  to  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.
(c)  Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to directors, officers and controlling persons of the
registrant  pursuant to the foregoing provisions, 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, 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 Blythewood, State of South Carolina,
on  this  19th  day  of  November,  1998.

                         POLICY  MANAGEMENT  SYSTEMS  CORPORATION

BY  (SIGNATURE)          /s/  Timothy  V.  Williams
NAME  AND  TITLE)             Timothy  V.  Williams,
                              Executive  Vice  President,
                              Principal  Financial  and  Accounting  Officer
DATE:                         November  19,  1998
EXHIBIT INDEX

Exhibit
Number           Description                                     Location

4.1(1)           Restated Articles of Incorporation of             (1)
                 the  Company,  as  amended.

4.2(1)           Restated By-laws of the Company, as amended.      (1)

4.3              Policy  Management  Systems  Corporation          p.  7
                 Restricted  Stock  Ownership  Plan.

23               Consent  of  PricewaterhouseCoopers,  LLP         p. 22

24               Power  of  Attorney  executed  by  the            p. 23
                 officers  and  directors  who  signed  this
                 Registration  Statement  set  forth  on  page
                 6  herein.

(1)              Filed  as  an  exhibit  to  Form  10-K  Annual    (1)
                 Report  for  the  year  ended  December  31,
                 1997  and  incorporated  herein  by  reference.