As filed with the Securities and Exchange Commission on June 25, 1998
                                                Registration No. 333-___________


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

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

                        SANCHEZ COMPUTER ASSOCIATES, INC.
             (Exact name of registrant as specified in its charter)
                 PENNSYLVANIA                                   23-2161560
        (State or other jurisdiction of                      (I.R.S. Employer
        incorporation or organization)                      Identification No.)

           40 VALLEY STREAM PARKWAY
             MALVERN, PENNSYLVANIA                                 19335
   (Address of principal executive offices)                     (Zip Code)
                             -----------------------

         SANCHEZ COMPUTER ASSOCIATES, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)
                             -----------------------


                               JOSEPH F. WATERMAN
                             CHIEF FINANCIAL OFFICER
                        SANCHEZ COMPUTER ASSOCIATES, INC.
                            40 VALLEY STREAM PARKWAY
                           MALVERN, PENNSYLVANIA 19335
                     (Name and address of agent for service)

                                 (610) 296-8877
          (Telephone number, including area code, of agent for service)
                             -----------------------

                         CALCULATION OF REGISTRATION FEE


                                         PROPOSED       PROPOSED
      TITLE OF                            MAXIMUM        MAXIMUM
     SECURITIES          AMOUNT          OFFERING       AGGREGATE     AMOUNT OF
        TO BE            TO BE             PRICE        OFFERING    REGISTRATION
     REGISTERED      REGISTERED(1)(2)  PER SHARE(3)(4)  PRICE(3)(4)     FEE(4)
-------------------- ----------------- ---------------- ------------ -----------
Common Stock, no      300,000 SHARES        $15.62      $4,686,000      $1,383
par value per share
==================== ================= ================ ============ ===========

(1)      THE SECURITIES TO BE REGISTERED  INCLUDE AN AGGREGATE OF 300,000 SHARES
         RESERVED  FOR  ISSUANCE  UNDER THE SANCHEZ  COMPUTER  ASSOCIATES,  INC.
         EMPLOYEE STOCK PURCHASE PLAN (THE "PLAN").
(2)      PURSUANT TO RULE 416,  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED,
         THIS  REGISTRATION  STATEMENT ALSO COVERS SUCH ADDITIONAL SHARES AS MAY
         HEREINAFTER  BE OFFERED OR ISSUED TO PREVENT  DILUTION  RESULTING  FROM
         STOCK  SPLITS,  STOCK  DIVIDENDS,  RECAPITALIZATIONS  OR CERTAIN  OTHER
         CAPITAL ADJUSTMENTS.
(3)      ESTIMATED SOLELY FOR PURPOSE OF CALCULATING THE REGISTRATION FEE.
(4)      CALCULATED PURSUANT TO RULE 457(C) AND 457(H).  ACCORDINGLY,  THE PRICE
         PER SHARE OF COMMON  STOCK  OFFERED  HEREUNDER  PURSUANT TO THE PLAN IS
         CALCULATED TO BE $15.62, WHICH IS 85% OF THE AVERAGE OF THE HIGHEST AND
         LOWEST PRICE PER SHARE OF COMMON STOCK ON THE NASDAQ NATIONAL MARKET ON
         JUNE 22, 1998.

<PAGE>



                                     PART I

         Information  specified  in Part I of Form  S-8  (Items 1 and 2) will be
sent or given to Plan  participants  as  specified by Rule  428(b)(1)  under the
Securities Act of 1933, as amended (the "Securities Act").

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     Sanchez Computer  Associates,  Inc. (the "Company") hereby  incorporates by
reference in this  Registration  Statement  the following  documents  previously
filed  by  the  Company  with  the  Securities  and  Exchange   Commission  (the
"Commission"):

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 filed with the Commission on March 30, 1998.

         (b) The Company's Current Report on Form 8-K dated February 5, 1998, as
amended on Form 8-K/A filed with the Commission on April 20, 1998.

         (c) The  Company's  Quarterly  Report  on Form  10-Q for the  quarterly
period ended March 31, 1998 filed with the Commission on May 14, 1998.

         (d) The  description of the Company's  shares of Common Stock contained
in the  Registration  Statement  on Form  8-A  filed  with the  Commissioner  on
November 8, 1996, registering the Common Stock under the Exchange Act.

         All  documents  filed by the Company  with the  Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  Registration
Statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Articles and By-laws require the Company to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed proceeding by reason of the fact that he is or
was a director or officer of the Company or any other person  designated  by the
Board of Directors  (which may included any person serving at the request of the
Company as a director, officer, employee, agent, fiduciary or trustee of another
corporation,  partnership,  joint venture, trust, employee benefit plan or other
entity or enterprise),  in each case,  against certain  liabilities  (including,
damages,  judgments,  amounts paid in settlement,  fines, penalties and expenses
(including   attorneys'   fees   and   disbursements)),    except   where   such
indemnification is expressly prohibited by applicable law, where such person has
engaged in willful misconduct or recklessness or where such  indemnification has
been determined to be unlawful. Such indemnification as to expenses is mandatory
to the  extent  the  individual  is  successful  on the  merits  of the  matter.
Pennsylvania  law  permits  the Company to provide  similar  indemnification  to
employees and agents who are not  directors or officers.  The  determination  of
whether an individual  meets the  applicable  standard of conduct may be made by
the  disinterested  directors,  independent  legal counsel or the  stockholders.
Pennsylvania  law also permits  indemnification  in connection with a proceeding
brought by or in the right of the  Company  to procure a judgment  in its favor.
Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to directors, officers,


  
                                                       II-1

<PAGE>



or persons  controlling the Company  pursuant to the foregoing  provisions,  the
Company  has  been  informed  that  in  the  opinion  of  the  Commission   such
indemnification  is against public policy as expressed in the Securities Act and
is  therefore  unenforceable.  The Company  maintains a directors  and  officers
liability  insurance policy which insures  directors and officers of the Company
in certain circumstances.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         None.

ITEM 8.  EXHIBITS.

         (a)      Exhibits.

                  The   following   documents  are  filed  as  a  part  of  this
Registration Statement.

         4.1      Specimen certificate representing the common stock (1)
                  (Exhibit 4.1)

         4.2      Sanchez Computer Associates, Inc. Employee Stock Purchase Plan

         5.1      Opinion of Jenkens & Gilchrist, a Professional Corporation

         23.1     Consent of Jenkens &  Gilchrist,  a  Professional  Corporation
                  (included in opinion filed as Exhibit 5.1 hereto)

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

         24.1     Power  of  Attorney  (included  with  signature  page  of this
                  Registration Statement)
----------------

(1)      Filed on November 6, 1996 as  the exhibit designated in  parentheses to
         Amendment No. 1  to the  Company's Registration  Statement on  Form S-1
        (No. 333-12863), incorporated herein by reference.


ITEM 9.  UNDERTAKINGS.

         (a)      The Company hereby undertakes:

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

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

                           (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
Company  pursuant to Section 13 or Section  15(d) of the  Exchange  Act that are
incorporated by reference in the Registration Statement.

  
                                                       II-2

<PAGE>

                  (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 Company hereby undertakes that, for purposes of determining any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to  Section  13(a)  or  Section  15(d) of the  1934  Act  (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d)  of the  1934  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 Company pursuant to the foregoing provisions,  or otherwise,  the Company
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 Company 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
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  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.




  
                                                       II-3

<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all  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 Malvern, Pennsylvania, on June 25, 1998:

                                               SANCHEZ COMPUTER ASSOCIATES, INC.


                                               By:  /s/ Joseph F. Waterman
                                                  ------------------------------
                                                    Joseph F. Waterman
                                                    Chief Financial Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below hereby
constitutes  and appoints Frank R. Sanchez and Joseph F.  Waterman,  and each of
them,  each  with full  power to act  without  the  other,  his true and  lawful
attorneys-in-fact   and  agents,  each  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 Commission, granting unto each of said attorneys-in-fact and
agents full power and  authority  to do and perform each and every act and thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and  purposes  as he might or could do in person  hereby  ratifying  and
confirming that each of said attorneys-in-fact and agents or his substitutes may
lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated:

SIGNATURE                CAPACITY                                    DATE
---------                --------                                    ----

/s/Michael A. Sanchez    Chairman of the Board of Directors        June 25, 1998
---------------------
Michael A. Sanchez


/s/Frank R. Sanchez      President, Chief Operating Officer        June 25, 1998
---------------------
Frank R. Sanchez         and Director


/s/Ronald J. Zlatoper    Chief Executive Officer and Director      June 25, 1998
---------------------
Ronald J. Zlatoper       (Principal Executive Officer)


/s/Joseph F. Waterman    Senior Vice President and Chief           June 25, 1998
---------------------
Joseph F. Waterman       Financial Officer (Principal Financial
                         and Accounting Officer)


/s/Warren V. Musser      Director                                  June 25, 1998
---------------------
Warren V. Musser


/s/Lawrence Chimerine    Director                                  June 25, 1998
---------------------
Lawrence Chimerine


/s/Kailash C. Khanna     Director                                  June 25, 1998
---------------------
Kailash C. Khanna
 
                                                       II-4
<PAGE>

/s/John D. Loewenberg    Director                                  June 25, 1998
---------------------
John D. Loewenberg


/s/Ira M. Lubert         Director                                  June 25, 1998
---------------------
Ira M. Lubert


/s/Thomas C. Lynch       Director                                  June 25, 1998
---------------------
Thomas C. Lynch


  
                                                       II-5

<PAGE>

                                INDEX TO EXHIBITS

         Exhibit           Description of Exhibit
         -------           ----------------------

         4.1      Specimen certificate representing the common stock (1)
                  (Exhibit 4.1)

         4.2      Sanchez Computer Associates, Inc. Employee Stock Purchase Plan

         5.1      Opinion of Jenkens & Gilchrist, a Professional Corporation

         23.1     Consent of Jenkens &  Gilchrist,  a  Professional  Corporation
                  (included in opinion filed as Exhibit 5.1 hereto)

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

         24.1     Power  of  Attorney  (included  with  signature  page of  this
                  registration statement)

----------------


(1)      Filed on November 6, 1996 as the exhibit designated in parentheses to
         Amendment No. 1 to the Company's Registration Statement on Form S-1 
         (No. 333-12863), incorporated herein by reference.





  
                                                       II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17568}]
{"company-data": {"conformed-name": "SANCHEZ COMPUTER ASSOCIATES INC", "cik": "0001022926", "assigned-sic": "7373", "irs-number": "232161560", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57717", "film-number": "98654237"}, "business-address": {"street1": "40 VALLEY STREAM PARKWAY", "city": "MALVERN", "state": "PA", "zip": "19355", "phone": "6102968877"}}
As filed with the Securities and Exchange Commission on June 25, 1998
                                                Registration No. 333-___________

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

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

                        SANCHEZ COMPUTER ASSOCIATES, INC.
             (Exact name of registrant as specified in its charter)
                 PENNSYLVANIA                                   23-2161560
        (State or other jurisdiction of                      (I.R.S. Employer
        incorporation or organization)                      Identification No.)

           40 VALLEY STREAM PARKWAY
             MALVERN, PENNSYLVANIA                                 19335
   (Address of principal executive offices)                     (Zip Code)
                             -----------------------

         SANCHEZ COMPUTER ASSOCIATES, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)
                             -----------------------

                               JOSEPH F. WATERMAN
                             CHIEF FINANCIAL OFFICER
                        SANCHEZ COMPUTER ASSOCIATES, INC.
                            40 VALLEY STREAM PARKWAY
                           MALVERN, PENNSYLVANIA 19335
                     (Name and address of agent for service)

                                 (610) 296-8877
          (Telephone number, including area code, of agent for service)
                             -----------------------

                         CALCULATION OF REGISTRATION FEE

                                         PROPOSED       PROPOSED
      TITLE OF                            MAXIMUM        MAXIMUM
     SECURITIES          AMOUNT          OFFERING       AGGREGATE     AMOUNT OF
        TO BE            TO BE             PRICE        OFFERING    REGISTRATION
     REGISTERED      REGISTERED(1)(2)  PER SHARE(3)(4)  PRICE(3)(4)     FEE(4)
-------------------- ----------------- ---------------- ------------ -----------
Common Stock, no      300,000 SHARES        $15.62      $4,686,000      $1,383
par value per share
==================== ================= ================ ============ ===========

(1)      THE SECURITIES TO BE REGISTERED  INCLUDE AN AGGREGATE OF 300,000 SHARES
         RESERVED  FOR  ISSUANCE  UNDER THE SANCHEZ  COMPUTER  ASSOCIATES,  INC.
         EMPLOYEE STOCK PURCHASE PLAN (THE "PLAN").
(2)      PURSUANT TO RULE 416,  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED,
         THIS  REGISTRATION  STATEMENT ALSO COVERS SUCH ADDITIONAL SHARES AS MAY
         HEREINAFTER  BE OFFERED OR ISSUED TO PREVENT  DILUTION  RESULTING  FROM
         STOCK  SPLITS,  STOCK  DIVIDENDS,  RECAPITALIZATIONS  OR CERTAIN  OTHER
         CAPITAL ADJUSTMENTS.
(3)      ESTIMATED SOLELY FOR PURPOSE OF CALCULATING THE REGISTRATION FEE.
(4)      CALCULATED PURSUANT TO RULE 457(C) AND 457(H).  ACCORDINGLY,  THE PRICE
         PER SHARE OF COMMON  STOCK  OFFERED  HEREUNDER  PURSUANT TO THE PLAN IS
         CALCULATED TO BE $15.62, WHICH IS 85% OF THE AVERAGE OF THE HIGHEST AND
         LOWEST PRICE PER SHARE OF COMMON STOCK ON THE NASDAQ NATIONAL MARKET ON
         JUNE 22, 1998.
PART I

         Information  specified  in Part I of Form  S-8  (Items 1 and 2) will be
sent or given to Plan  participants  as  specified by Rule  428(b)(1)  under the
Securities Act of 1933, as amended (the "Securities Act").

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     Sanchez Computer  Associates,  Inc. (the "Company") hereby  incorporates by
reference in this  Registration  Statement  the following  documents  previously
filed  by  the  Company  with  the  Securities  and  Exchange   Commission  (the
"Commission"):

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 filed with the Commission on March 30, 1998.

         (b) The Company's Current Report on Form 8-K dated February 5, 1998, as
amended on Form 8-K/A filed with the Commission on April 20, 1998.

         (c) The  Company's  Quarterly  Report  on Form  10-Q for the  quarterly
period ended March 31, 1998 filed with the Commission on May 14, 1998.

         (d) The  description of the Company's  shares of Common Stock contained
in the  Registration  Statement  on Form  8-A  filed  with the  Commissioner  on
November 8, 1996, registering the Common Stock under the Exchange Act.

         All  documents  filed by the Company  with the  Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  Registration
Statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Articles and By-laws require the Company to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed proceeding by reason of the fact that he is or
was a director or officer of the Company or any other person  designated  by the
Board of Directors  (which may included any person serving at the request of the
Company as a director, officer, employee, agent, fiduciary or trustee of another
corporation,  partnership,  joint venture, trust, employee benefit plan or other
entity or enterprise),  in each case,  against certain  liabilities  (including,
damages,  judgments,  amounts paid in settlement,  fines, penalties and expenses
(including   attorneys'   fees   and   disbursements)),    except   where   such
indemnification is expressly prohibited by applicable law, where such person has
engaged in willful misconduct or recklessness or where such  indemnification has
been determined to be unlawful. Such indemnification as to expenses is mandatory
to the  extent  the  individual  is  successful  on the  merits  of the  matter.
Pennsylvania  law  permits  the Company to provide  similar  indemnification  to
employees and agents who are not  directors or officers.  The  determination  of
whether an individual  meets the  applicable  standard of conduct may be made by
the  disinterested  directors,  independent  legal counsel or the  stockholders.
Pennsylvania  law also permits  indemnification  in connection with a proceeding
brought by or in the right of the  Company  to procure a judgment  in its favor.
Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to directors, officers,

  
                                                       II-1
or persons  controlling the Company  pursuant to the foregoing  provisions,  the
Company  has  been  informed  that  in  the  opinion  of  the  Commission   such
indemnification  is against public policy as expressed in the Securities Act and
is  therefore  unenforceable.  The Company  maintains a directors  and  officers
liability  insurance policy which insures  directors and officers of the Company
in certain circumstances.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         None.

ITEM 8.  EXHIBITS.

         (a)      Exhibits.

                  The   following   documents  are  filed  as  a  part  of  this
Registration Statement.

         4.1      Specimen certificate representing the common stock (1)
                  (Exhibit 4.1)

         4.2      Sanchez Computer Associates, Inc. Employee Stock Purchase Plan

         5.1      Opinion of Jenkens & Gilchrist, a Professional Corporation

         23.1     Consent of Jenkens &  Gilchrist,  a  Professional  Corporation
                  (included in opinion filed as Exhibit 5.1 hereto)

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

         24.1     Power  of  Attorney  (included  with  signature  page  of this
                  Registration Statement)
----------------

(1)      Filed on November 6, 1996 as  the exhibit designated in  parentheses to
         Amendment No. 1  to the  Company's Registration  Statement on  Form S-1
        (No. 333-12863), incorporated herein by reference.

ITEM 9.  UNDERTAKINGS.

         (a)      The Company hereby undertakes:

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

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

                           (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
Company  pursuant to Section 13 or Section  15(d) of the  Exchange  Act that are
incorporated by reference in the Registration Statement.

  
                                                       II-2
(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 Company hereby undertakes that, for purposes of determining any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to  Section  13(a)  or  Section  15(d) of the  1934  Act  (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d)  of the  1934  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 Company pursuant to the foregoing provisions,  or otherwise,  the Company
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 Company 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
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  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.

  
                                                       II-3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all  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 Malvern, Pennsylvania, on June 25, 1998:

                                               SANCHEZ COMPUTER ASSOCIATES, INC.

                                               By:  /s/ Joseph F. Waterman
                                                  ------------------------------
                                                    Joseph F. Waterman
                                                    Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below hereby
constitutes  and appoints Frank R. Sanchez and Joseph F.  Waterman,  and each of
them,  each  with full  power to act  without  the  other,  his true and  lawful
attorneys-in-fact   and  agents,  each  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 Commission, granting unto each of said attorneys-in-fact and
agents full power and  authority  to do and perform each and every act and thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and  purposes  as he might or could do in person  hereby  ratifying  and
confirming that each of said attorneys-in-fact and agents or his substitutes may
lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated:

SIGNATURE                CAPACITY                                    DATE
---------                --------                                    ----

/s/Michael A. Sanchez    Chairman of the Board of Directors        June 25, 1998
---------------------
Michael A. Sanchez

/s/Frank R. Sanchez      President, Chief Operating Officer        June 25, 1998
---------------------
Frank R. Sanchez         and Director

/s/Ronald J. Zlatoper    Chief Executive Officer and Director      June 25, 1998
---------------------
Ronald J. Zlatoper       (Principal Executive Officer)

/s/Joseph F. Waterman    Senior Vice President and Chief           June 25, 1998
---------------------
Joseph F. Waterman       Financial Officer (Principal Financial
                         and Accounting Officer)

/s/Warren V. Musser      Director                                  June 25, 1998
---------------------
Warren V. Musser

/s/Lawrence Chimerine    Director                                  June 25, 1998
---------------------
Lawrence Chimerine

/s/Kailash C. Khanna     Director                                  June 25, 1998
---------------------
Kailash C. Khanna
 
                                                       II-4
/s/John D. Loewenberg    Director                                  June 25, 1998
---------------------
John D. Loewenberg

/s/Ira M. Lubert         Director                                  June 25, 1998
---------------------
Ira M. Lubert

/s/Thomas C. Lynch       Director                                  June 25, 1998
---------------------
Thomas C. Lynch

  
                                                       II-5
INDEX TO EXHIBITS

         Exhibit           Description of Exhibit
         -------           ----------------------

         4.1      Specimen certificate representing the common stock (1)
                  (Exhibit 4.1)

         4.2      Sanchez Computer Associates, Inc. Employee Stock Purchase Plan

         5.1      Opinion of Jenkens & Gilchrist, a Professional Corporation

         23.1     Consent of Jenkens &  Gilchrist,  a  Professional  Corporation
                  (included in opinion filed as Exhibit 5.1 hereto)

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

         24.1     Power  of  Attorney  (included  with  signature  page of  this
                  registration statement)

----------------

(1)      Filed on November 6, 1996 as the exhibit designated in parentheses to
         Amendment No. 1 to the Company's Registration Statement on Form S-1 
         (No. 333-12863), incorporated herein by reference.

  
                                                       II-6