As filed with the Securities and Exchange Commission on May 11, 1999

                              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
                             1999 STOCK OPTION 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     1,750,000    $33.688     $58,954,000     $16,389.21
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  May  5,  1999.

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,
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

Stephen  G. Morrison, Executive Vice President, General Counsel and Secretary of
the Company, is the record and beneficial owner of 10,757 shares of Common Stock
and  holds  options  to  purchase  an additional 453,334 shares of Common Stock.

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,
1998  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 31,1998 and incorporated
herein  by  reference.

4.3     -     Policy  Management  Systems  Corporation  1999  Stock Option Plan.

5.1     -     Opinion  of Stephen G. Morrison, Executive Vice President, General
Counsel  and  Secretary  of  the  Company,  with  respect to the legality of the
securities  being  registered.

23     -     Consent  of  Stephen G. Morrison, Executive Vice President, General
Counsel  and  Secretary of the Company, (contained in his opinion filed herewith
as  Exhibit  5.1).

23.1     -     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 "Calculation 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 11th day
of  May,1999.

     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:                    May 11, 1999



<PAGE>
<TABLE>
<CAPTION>

EXHIBIT  INDEX


Exhibit
Number     Description                                                    Location
------     -----------                                                    --------

<C>     <S>                                                                    <C>
4.1(1)    Restated Articles of Incorporation of the Company, as amended.. . .  (1)

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

  4.3     Policy Management Systems Corporation 1999 Stock Option Plan. . . .  10 

  5.1     Opinion of Stephen G. Morrison, Executive Vice President, General .  20 
        Counsel and Secretary of the Company, with respect to the legality
        of the securities being registered.

   23     Consent of Stephen G. Morrison, Executive Vice President, General .  21 
        Counsel and Secretary of the Company, (contained in his opinion filed
        herewith as Exhibit 5.1).

 23.1     Consent of PricewaterhouseCoopers, LLP. . . . . . . . . . . . . . .  21 

   24     Power of Attorney executed by the officers and directors who signed  22 
        this Registration Statement set forth on page 7 herein.

   (1)    Filed as an exhibit to Form 10-K Annual Report for the year ended .  (1)
        December 31, 1998 and incorporated herein by reference.
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15800}]
{"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": "333-78207", "film-number": "99616657"}, "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 May 11, 1999

                              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
                             1999 STOCK OPTION 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     1,750,000    $33.688     $58,954,000     $16,389.21
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  May  5,  1999.

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,
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

Stephen  G. Morrison, Executive Vice President, General Counsel and Secretary of
the Company, is the record and beneficial owner of 10,757 shares of Common Stock
and  holds  options  to  purchase  an additional 453,334 shares of Common Stock.

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,
1998  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 31,1998 and incorporated
herein  by  reference.

4.3     -     Policy  Management  Systems  Corporation  1999  Stock Option Plan.

5.1     -     Opinion  of Stephen G. Morrison, Executive Vice President, General
Counsel  and  Secretary  of  the  Company,  with  respect to the legality of the
securities  being  registered.

23     -     Consent  of  Stephen G. Morrison, Executive Vice President, General
Counsel  and  Secretary of the Company, (contained in his opinion filed herewith
as  Exhibit  5.1).

23.1     -     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 "Calculation 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 11th day
of  May,1999.

     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:                    May 11, 1999
EXHIBIT  INDEX

Exhibit
Number     Description                                                    Location
------     -----------                                                    --------
4.1(1)    Restated Articles of Incorporation of the Company, as amended.. . .  (1)

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

  4.3     Policy Management Systems Corporation 1999 Stock Option Plan. . . .  10 

  5.1     Opinion of Stephen G. Morrison, Executive Vice President, General .  20 
        Counsel and Secretary of the Company, with respect to the legality
        of the securities being registered.

   23     Consent of Stephen G. Morrison, Executive Vice President, General .  21 
        Counsel and Secretary of the Company, (contained in his opinion filed
        herewith as Exhibit 5.1).

 23.1     Consent of PricewaterhouseCoopers, LLP. . . . . . . . . . . . . . .  21 

   24     Power of Attorney executed by the officers and directors who signed  22 
        this Registration Statement set forth on page 7 herein.

   (1)    Filed as an exhibit to Form 10-K Annual Report for the year ended .  (1)
        December 31, 1998 and incorporated herein by reference.