<PAGE> 1

   As filed with the Securities and Exchange Commission on May 23, 1995

                                     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                                        57-0723125      
(State or other jurisdiction                             (I.R.S. Employer  
of incorporation or organization)                       Identification No.)
                      One PMS Center (P.O. Box Ten)
             Blythewood, S.C. (Columbia, S.C.) 29016 (29202)
           (Address of Principal Executive Offices) (Zip Code)
                                    
                   POLICY MANAGEMENT SYSTEMS CORPORATION
                      401(K) RETIREMENT SAVINGS PLAN
                                     
                         (Full title of the plan)

                      Stephen G. Morrison, Secretary
                   Policy Management Systems Corporation
                              One PMS Center
                     Blythewood, South Carolina 29016
                              (803) 735-4000
 (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         400,000        $48.125       $19,250,000   $4,812.50
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 17, 1995.

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.

In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the
Plan.     
                                     
<PAGE> 2

                                  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.

<PAGE> 3

                                  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, 1994; and

     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 

<PAGE> 4

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 outlined
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, 1994 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, 1994 and incorporated herein by
                      reference.

  4.3        -        Policy Management Systems Corporation
                      401(k) Retirement Savings Plan, as amended.
  
  23      -      Consent of Coopers & Lybrand L.L.P.
                 
 24          -        Power of Attorney by the Officers and
                      Directors who signed this Registration
                      Statement set forth on page 6 herein.


NOTE:        Neither an opinion of counsel concerning compliance
             with the requirements of ERISA nor an Internal
             Revenue Service (IRS) determination letter that the
             Plan is qualified under Section 401 of the Internal
             Revenue Code is included because the Company, the
             sponsor of the Plan, recently submitted the Plan to
             the IRS and is awaiting a response and will make all
             changes required by the IRS in order to qualify the
             Plan.

<PAGE> 5


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;

  (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.

<PAGE> 6
                                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 23rd day of
May, 1995.


     POLICY MANAGEMENT SYSTEMS CORPORATION 

BY (SIGNATURE)                  /s/ Timothy V. Williams
(NAME AND TITLE)                    Timothy V. Williams,
                                      Executive Vice President, 
                                      Chief Financial Officer
DATE                                May 23, 1995

                                                          
                             POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below under the heading "Signatures" constitutes and
appoints Timothy V. Williams, G. Larry Wilson and Stephen G.
Morrison and each of them (with full power to each of them to act
alone) his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities to sign any or all
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 attorneys-in-fact and agents, each acting alone, 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 for all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-
fact and agents or any one of them, or their substitute or
substitutes, may or shall lawfully do or cause to be done by virtue
hereof.

  Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in
the capacities indicated on this 23rd day of May, 1995.


BY (SIGNATURE)       /s/ G. Larry Wilson
(NAME AND TITLE)         G. Larry Wilson,  Chairman of the Board
                         Directors, President and Chief
                         Executive Officer (Principal
                         Executive Officer)
DATE                     May 23, 1995

                                             
BY (SIGNATURE)       /s/ Timothy V. Williams
(NAME AND TITLE)         Timothy V. Williams, Executive Vice
                         President, Chief Financial Officer
                         (Principal Financial Officer)
DATE                     May 23, 1995


BY (SIGNATURE)       /s/ Stan F. Stoudenmire
(NAME AND TITLE)         Stan F. Stoudenmire, Vice President and 
                         Corporate Controller (Principal 
                         Accounting Officer)
DATE                     May 23, 1995


BY (SIGNATURE)       /s/ Roy L. Faulks
(NAME AND TITLE)         Roy L. Faulks, Vice Chairman of the 
                         Board of Directors
DATE                     May 23, 1995

<PAGE> 7

BY (SIGNATURE)       /s/ Steven A. Denning
(NAME AND TITLE)         Steven A. Denning, Director
DATE                     May 23, 1995


BY (SIGNATURE)       /s/ Joe M. Henson
(NAME AND TITLE)         Joe M. Henson, Director  
DATE                     May 23, 1995
                                                                

BY (SIGNATURE)       /s/ Frederick B. Karl
(NAME AND TITLE)         Frederick B. Karl, Director
DATE                     May 23, 1995


BY (SIGNATURE)       /s/ Dr. John M. Palms
(NAME AND TITLE)         Dr. John M. Palms, Director
DATE                     May 23, 1995


BY (SIGNATURE)       /s/ Joseph D. Sargent
(NAME AND TITLE)         Joseph D. Sargent, Director
DATE                     May 23, 1995


BY (SIGNATURE)       /s/ John P. Seibels
(NAME AND TITLE)         John P. Seibels, Director
DATE                     May 23, 1995


BY (SIGNATURE)       /s/ Richard G. Trub
(NAME AND TITLE)         Richard G. Trub, Director
DATE                     May 23, 1995


Pursuant to the requirements of the Securities Act of 1933, the
Policy Management Systems Corporation 401(k) Retirement Savings
Plan 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 23rd day of
May, 1995.


POLICY MANAGEMENT SYSTEMS
CORPORATION 401(k) RETIREMENT
SAVINGS PLAN


BY (SIGNATURE)        /s/ Gilbert D. Johnson
(NAME AND TITLE)          GIlbert D. Johnson
                          for the Administrative Committee
DATE                      May 23, 1995
 

<PAGE> 8

                               EXHIBIT INDEX




Exhibit
Number           Description

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

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

4.3              Policy Management Systems Corporation 401(k)
                 Retirement Savings Plan, as amended.

23               Consent of Coopers & Lybrand L.L.P.

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

                        

(1)    Filed as an exhibit to Form 10-K Annual Report for the year
       ended December 31, 1994 and incorporated herein by
       reference.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18967}]
1

   As filed with the Securities and Exchange Commission on May 23, 1995

                                     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                                        57-0723125      
(State or other jurisdiction                             (I.R.S. Employer  
of incorporation or organization)                       Identification No.)
                      One PMS Center (P.O. Box Ten)
             Blythewood, S.C. (Columbia, S.C.) 29016 (29202)
           (Address of Principal Executive Offices) (Zip Code)
                                    
                   POLICY MANAGEMENT SYSTEMS CORPORATION
                      401(K) RETIREMENT SAVINGS PLAN
                                     
                         (Full title of the plan)

                      Stephen G. Morrison, Secretary
                   Policy Management Systems Corporation
                              One PMS Center
                     Blythewood, South Carolina 29016
                              (803) 735-4000
 (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         400,000        $48.125       $19,250,000   $4,812.50
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 17, 1995.

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.

In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the
Plan.
2

                                  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.
3

                                  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, 1994; and

     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
4

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 outlined
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, 1994 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, 1994 and incorporated herein by
                      reference.

  4.3        -        Policy Management Systems Corporation
                      401(k) Retirement Savings Plan, as amended.
  
  23      -      Consent of Coopers & Lybrand L.L.P.
                 
 24          -        Power of Attorney by the Officers and
                      Directors who signed this Registration
                      Statement set forth on page 6 herein.

NOTE:        Neither an opinion of counsel concerning compliance
             with the requirements of ERISA nor an Internal
             Revenue Service (IRS) determination letter that the
             Plan is qualified under Section 401 of the Internal
             Revenue Code is included because the Company, the
             sponsor of the Plan, recently submitted the Plan to
             the IRS and is awaiting a response and will make all
             changes required by the IRS in order to qualify the
             Plan.
5

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;

  (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.
6
                                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 23rd day of
May, 1995.

     POLICY MANAGEMENT SYSTEMS CORPORATION 

BY (SIGNATURE)                  /s/ Timothy V. Williams
(NAME AND TITLE)                    Timothy V. Williams,
                                      Executive Vice President, 
                                      Chief Financial Officer
DATE                                May 23, 1995

                                                          
                             POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below under the heading "Signatures" constitutes and
appoints Timothy V. Williams, G. Larry Wilson and Stephen G.
Morrison and each of them (with full power to each of them to act
alone) his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities to sign any or all
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 attorneys-in-fact and agents, each acting alone, 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 for all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-
fact and agents or any one of them, or their substitute or
substitutes, may or shall lawfully do or cause to be done by virtue
hereof.

  Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in
the capacities indicated on this 23rd day of May, 1995.

BY (SIGNATURE)       /s/ G. Larry Wilson
(NAME AND TITLE)         G. Larry Wilson,  Chairman of the Board
                         Directors, President and Chief
                         Executive Officer (Principal
                         Executive Officer)
DATE                     May 23, 1995

                                             
BY (SIGNATURE)       /s/ Timothy V. Williams
(NAME AND TITLE)         Timothy V. Williams, Executive Vice
                         President, Chief Financial Officer
                         (Principal Financial Officer)
DATE                     May 23, 1995

BY (SIGNATURE)       /s/ Stan F. Stoudenmire
(NAME AND TITLE)         Stan F. Stoudenmire, Vice President and 
                         Corporate Controller (Principal 
                         Accounting Officer)
DATE                     May 23, 1995

BY (SIGNATURE)       /s/ Roy L. Faulks
(NAME AND TITLE)         Roy L. Faulks, Vice Chairman of the 
                         Board of Directors
DATE                     May 23, 1995
7

BY (SIGNATURE)       /s/ Steven A. Denning
(NAME AND TITLE)         Steven A. Denning, Director
DATE                     May 23, 1995

BY (SIGNATURE)       /s/ Joe M. Henson
(NAME AND TITLE)         Joe M. Henson, Director  
DATE                     May 23, 1995
                                                                

BY (SIGNATURE)       /s/ Frederick B. Karl
(NAME AND TITLE)         Frederick B. Karl, Director
DATE                     May 23, 1995

BY (SIGNATURE)       /s/ Dr. John M. Palms
(NAME AND TITLE)         Dr. John M. Palms, Director
DATE                     May 23, 1995

BY (SIGNATURE)       /s/ Joseph D. Sargent
(NAME AND TITLE)         Joseph D. Sargent, Director
DATE                     May 23, 1995

BY (SIGNATURE)       /s/ John P. Seibels
(NAME AND TITLE)         John P. Seibels, Director
DATE                     May 23, 1995

BY (SIGNATURE)       /s/ Richard G. Trub
(NAME AND TITLE)         Richard G. Trub, Director
DATE                     May 23, 1995

Pursuant to the requirements of the Securities Act of 1933, the
Policy Management Systems Corporation 401(k) Retirement Savings
Plan 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 23rd day of
May, 1995.

POLICY MANAGEMENT SYSTEMS
CORPORATION 401(k) RETIREMENT
SAVINGS PLAN

BY (SIGNATURE)        /s/ Gilbert D. Johnson
(NAME AND TITLE)          GIlbert D. Johnson
                          for the Administrative Committee
DATE                      May 23, 1995
8

                               EXHIBIT INDEX

Exhibit
Number           Description

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

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

4.3              Policy Management Systems Corporation 401(k)
                 Retirement Savings Plan, as amended.

23               Consent of Coopers & Lybrand L.L.P.

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

                        

(1)    Filed as an exhibit to Form 10-K Annual Report for the year
       ended December 31, 1994 and incorporated herein by
       reference.