<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   Form 10-K
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934 for the fiscal year ended December 31, 1996 or
                                          -----------------       
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934 for the transition period from ________ to ________

    Commission file number ............................................. 0-14232

                         SunGard(R) Data Systems Inc.
            (Exact name of registrant as specified in its charter)

        Delaware                                          51-0267091
(State of incorporation)                    (I.R.S. Employer Identification No.)

                 1285 Drummers Lane, Wayne, Pennsylvania 19087
          (Address of principal executive offices, including zip code)

                                (610) 341-8700
                    (Telephone number, including area code)

          Securities registered pursuant to Section 12(b) of the Act:
                                     None

          Securities registered pursuant to Section 12(g) of the Act:
                    Common Stock, Par Value $0.01 Per Share

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.   Yes  X.   No.
                                         ---       ---

The aggregate market value of the registrant's voting stock held by non-
affiliates of the registrant as of March 17, 1997 was $1,866,914,210./(1)/  
There were 43,068,568 shares of the registrant's Common Stock outstanding as of
March 17, 1997.

Parts II and IV of this Form 10-K incorporate by reference certain information
from the registrant's annual report to stockholders for the fiscal year ended
December 31, 1996, and Part III of this Form 10-K incorporates by reference
certain information from the registrant's definitive proxy statement, for its
1997 annual meeting of stockholders, filed with the Securities and Exchange
Commission not later than 120 days after the end of the registrant's fiscal year
covered by this report.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in the definitive proxy statement
incorporated by reference into Part III of this Form 10-K.   [X]


(1) This equals the number of outstanding shares of the registrant's Common
    Stock, reduced by the number of shares that may be deemed beneficially owned
    by the registrant's directors, nominees and officers, multiplied by the last
    sale price for the registrant's Common Stock reported on March 17, 1997.
    This information is provided solely for record keeping purposes of the
    Securities and Exchange Commission and shall not be construed as an
    admission that any of the registrant's directors, nominees or officers is an
    affiliate of the registrant or is the beneficial owner of any such shares.
    Any such inference is hereby disclaimed.
<PAGE>
 
                               TABLE OF CONTENTS

                                                                 Page
                                                                 ----
                                     PART I
<TABLE>
<CAPTION>
<S>         <C>                                                  <C>
Item 1.     Business...........................................    1
                Overview.......................................    1
                Investment Considerations......................    2
                Investment Support Systems.....................    3
                Disaster Recovery Services.....................    8
                Computer Services and Other....................   11
                Product Development............................   12
                Acquisitions and Offerings.....................   13
                Competition....................................   13
                Marketing......................................   14
                Employees......................................   14
                Proprietary Protection.........................   15
 
Item 2.     Properties.........................................   15
Item 3.     Legal Proceedings..................................   17
Item 4.     Submission of Matters to a Vote of Security Holders   17
Item 4.1    Certain Executive Officers of the Registrant.......   17
 
</TABLE>
                                    PART II
<TABLE>
<CAPTION>
 
<S>         <C>                                                  <C>
Item 5.     Market for Registrant's Common Equity and
               Related Stockholder Matters.....................   19
Item 6.     Selected Financial Data............................   19
Item 7.     Management's Discussion and Analysis of Financial
               Condition and Results of Operations.............   19
Item 8.     Financial Statements and Supplementary Data........   19
Item 9.     Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure.............   19
 
</TABLE>
                                    PART III
<TABLE>
<CAPTION>
 
<S>         <C>                                                             <C>
Item 10.    Directors and Executive Officers of the Registrant.  20
Item 11.    Executive Compensation.............................  20
Item 12.    Security Ownership of Certain Beneficial Owners
               and Management..................................  20
Item 13.    Certain Relationships and Related Transactions.....  20
 
</TABLE>
                                    PART IV
<TABLE>
<CAPTION>
 
<S>         <C>                                                 <C>
Item 14.    Exhibits, Financial Statement Schedules, and
            Reports on Form 8-K................................  21
 
            Signatures.........................................  22
            List of Exhibits...................................  23
</TABLE>
<PAGE>
 
                                    PART I

Item 1.  Business

Overview

     SunGard Data Systems Inc. (the "Company") is a computer services and
software company that specializes in proprietary investment support systems,
comprehensive computer disaster recovery services and proprietary healthcare
information systems. The Company believes that it is the only large specialized
provider of investment support systems to the financial services industry and
the pioneer and a leading provider of comprehensive computer disaster recovery
services. The Company's business approach is to focus on market niches in which
it has opportunities to develop or acquire leading products and advantageous
market positions.

     The Company seeks to maximize recurring revenues by selling most of its
computer services under fixed-term contracts and by emphasizing customer support
and product quality in order to establish long-term relationships with
customers. The Company's recurring revenues are derived primarily from contracts
for remote processing, disaster recovery and software maintenance services,
which together accounted for approximately 80% of the Company's total revenues
during the last three years (77% in 1996). Of the total number of the Company's
remote processing and disaster recovery services contracts that were scheduled
to expire during the last three years, approximately 78% were renewed or
replaced with new contracts (75% in 1996). While there can be no assurance that
the rate of contract renewals will remain at this level, the Company believes
that it will continue to renew a high percentage of these contracts. None of the
Company's customers individually accounted for more than two percent of the
Company's revenues in 1996.

     The Company's operations are decentralized, and its management philosophy
is one of "controlled entrepreneurship." The Company's services are provided
through separate business units. Each business is directed by its own management
team and has its own sales, marketing, product development, operations and
customer support personnel. Overall corporate control and coordination are
achieved through centralized budgeting, financial and legal reporting, cash
management and strategic planning. The Company believes that this approach has
facilitated more focused marketing, specialized product development, responsive
customer service and highly motivated management. The Company's business units
are organized as follows:

     Investment Support Systems:

     SunGard Financial Systems Group:  Portfolio management and securities
     -------------------------------
trading and accounting systems for financial institutions, broker/dealers,
insurance companies, governments and corporations. Business units: SunGard
Brokerage Systems, SunGard Dealing Systems, SunGard Global Systems, SunGard
Government Systems, SunGard Insurance Systems and SunGard Securities Systems.

     SunGard Trading Systems Group:  Trading, risk management and accounting
     -----------------------------                                          
systems for derivative instruments, securities and foreign exchange for
international financial institutions, brokerage firms and corporations. Business
units: Front Capital Systems, Renaissance Software, SunGard Capital Markets and
SunGard Futures Systems.

     SunGard Trust and Shareholder Systems Group:  Trust and investment
     -------------------------------------------                       
accounting, portfolio management and administration, securities trading, custody
and employee benefit plan systems for financial institutions, stockbrokers and
corporations; mutual fund, stock and bond accounting systems for mutual funds,
transfer agents and corporations; accounting systems for nonprofit
organizations. Business units: All Solutions, Bi-Tech Software, Corbel,
Corporate Services (BondMaster), CSS, Portfolio Administration Limited, Series
7, Series 11, Shaw Data, SunGard Asset Management Systems,
<PAGE>
 
SunGard/DML, SunGard Employee Benefit Systems, SunGard Investment Systems,
SunGard Investment Systems SA (Geneva), SunGard Investment Administration
Services, SunGard Shareholder Systems, SunGard Trust Systems and Worrall Miller.

     Disaster Recovery Services:

     SunGard Recovery Services Group: Comprehensive business recovery services
     -------------------------------                                   
for mainframe and midrange computer platforms; work-group, mobile and quick-ship
recovery services; recovery planning software and related consulting and
educational services. Business units: SunGard Planning Solutions and SunGard
Recovery Services.

     Computer Services and Other:

     SunGard Computer Services Group:  Remote-access computer processing and
     -------------------------------                                        
outsourcing and automated mailing services.  Business units:  SunGard Computer
Services and SunGard Mailing Services.

     SunGard Healthcare Information Systems Group:  Work-flow management and
     --------------------------------------------                           
document-imaging systems for healthcare companies and institutions. Business
units: Intelus Corporation and MACESS Corporation.

     The Company, a Delaware corporation, was organized in 1982.  The Company's
principal executive offices are located at 1285 Drummers Lane, Suite 300, Wayne,
Pennsylvania 19087, and its telephone number is (610) 341-8700.

Investment Considerations

     Statements about the Company's expectations and all other statements in
this Report and other Company communications other than historical facts are
forward-looking statements. Since these statements involve risks and
uncertainties and are subject to change at any time, the Company's actual
results could differ materially from expected results. The Company derives most
of its forward-looking statements from its operating budgets and forecasts,
which are based upon many detailed assumptions. While the Company believes that
its assumptions are reasonable, it cautions that there are inherent difficulties
in predicting certain important factors, especially the timing and magnitude of
software sales, the timing and scope of technological advances, the performance
of recently acquired businesses, the prospects for future acquisitions, and the
overall condition of the financial services industry. Certain of these factors
are further discussed below and should be considered in evaluating the Company's
forward-looking statements and any investment in the Company's common stock.

     Acquisitions. The Company seeks to grow both internally and through the
acquisition of complementary businesses. The Company's growth, in part, depends
upon the availability of suitable acquisition candidates and whether
acquisitions can be completed on acceptable terms. Competition from other
acquirors and the alternative of a public equity offering may adversely affect
both the availability and terms of future acquisitions. Further acquisitions by
the Company may require the use of debt or equity financing. There can be no
assurance that any acquired business will perform as expected. Poor performance
by an acquired business could adversely affect the Company's results and cause
impairment of part of the Company's goodwill.

     Technological Changes. The Company's success, in part, depends upon
continued adaptation of its proprietary software and recovery services to new
computer and telecommunications technology on a timely and cost effective basis.
In particular, rapid technological developments, which cannot be predicted,
could have a material adverse effect on the Company's business and prospects.

                                       2
<PAGE>
 
     Product Development. The Company must continually enhance and evolve its
proprietary software to keep pace with developments in the financial services
and healthcare industries. There can be no assurance that the Company will be
able to update its software or develop new systems without experiencing
unforeseen delays or that newly developed products will be successfully marketed
and sold. (See Product Development.)

     Financial Services Industry. The Company sells most of its computer
services and software to the financial services industry and is generally
dependent upon the continued vitality of that industry. A material adverse
change in the condition of the financial services industry, such as a
significant decline in securities or derivatives trading activities or in the
number or value of managed portfolios, could have a material adverse effect on
the Company's business and prospects.

     New Business Line. In 1995, the Company established its Healthcare
Information Systems Group by acquiring two providers of work-flow management and
document-imaging systems to the healthcare industry (see Computer Services and
Other). Although the Company has experience managing software businesses, the
Company has no prior experience in the healthcare information systems market. In
addition, a number of the Company's competitors in this market have
substantially greater financial, technological and marketing resources than the
Company.

Investment Support Systems

     The Company designs, markets and maintains a comprehensive family of
proprietary investment support systems for the financial services industry. The
fundamental purpose of these systems is to automate the complex accounting
calculations, record keeping and reporting associated with investment
operations. The Company markets its investment support systems throughout the
United States, and many systems also are marketed internationally.

     The Company delivers its investment support systems primarily as remote
processing services using the Company's computers and also through software
licenses for use on customers' computers. The Company provides investment
support remote processing services primarily from its computer centers in
Birmingham (Alabama), Boston, Charlotte, Fairfield (New Jersey), London (two
centers), Los Angeles, Minneapolis, Sydney (Australia) and Voorhees (New Jersey)
(see Properties). As of December 31, 1996, the Company had approximately 1,840
remote processing contracts in force. These contracts generally have initial
terms of one or more years and then continue for successive, one-year or longer
renewal terms, although some allow the customer to terminate on relatively short
notice.

     The Company's investment support systems business has continued to increase
in both size and scope, due primarily to acquisitions (see Acquisitions and
Offerings). During 1996, the Company continued its product unification and
enhancement efforts to provide customers with access to multiple systems and
data through common graphical interfaces and shared databases. The Company also
continued evolving its mainframe computer systems by converting some systems to
client-server technology and by developing sophisticated personal computer and
workstation front-end products for others. Also during 1996, the Company
continued to add multicurrency functionality to its systems and pursue
opportunities to market more of its systems internationally.

     Investment Accounting and Portfolio Management Systems. The Company's
investment accounting and portfolio management systems maintain the books of
record for all types of large investment portfolios, such as those managed by
banks, mutual funds, employee retirement plans and insurance companies. The
primary functions of these systems are to accept investment transactions, value
portfolios using transmissions of security prices received from various
worldwide sources, perform complex accounting calculations and general ledger
postings, and generate a variety of accounting, audit, tax and regulatory
reports. In addition, some of these products are used by investment advisers and
other portfolio managers to manage large investment portfolios. These systems
track investment activities such as purchases and sales, combine these
activities with outside

                                       3
<PAGE>
 
market data such as security prices and quality ratings, and provide analytical
models to assist with investment strategy and management decisions. The
Company's principal investment accounting and portfolio management systems, some
of which have multicurrency capabilities, are described in the following table:
<TABLE>
<CAPTION>
 -------------------------------------------------------------------------------
                                                Mode of                       
          System               Platform        Delivery       Primary Markets 
================================================================================
<S>                          <C>               <C>             <C>
 
APSYS III(TM)                IBM mainframe     software        private banks in
                             Digital           license         Luxembourg and
                                                               Switzerland
--------------------------------------------------------------------------------
INVEST ONE(R)                IBM mainframe     remote          international
                                               processing      banks, large
                                               service         bank trust
                                               and software    departments,
                                               license         mutual funds,
                         ------------------------------------  insurance
                             UNIX workstation  software        companies and
                                               license         other financial
                                                               institutions
-------------------------------------------------------------------------------- 
ON-LINE(TM)                  Bull mainframe    remote          institutional
                                               processing      and retail
                                               service         investment
-------------------------------------------------------------  advisers and
ON-SITE(TM)                  UNIX workstation  software        other portfolio
                                               license         managers
------------------------------------------------------------- 
SHAW ASPIRE(TM)              microcomputer     software       
                                               license         
--------------------------------------------------------------------------------
MONEYMAX(R)/                 UNIX workstation  remote          government
SERIES 2(TM)                                   processing      treasurers and
                                               service         financial
                                                               institutions
--------------------------------------------------------------------------------
PAL(TM)                      IBM midrange      remote          United Kingdom
                                               processing      stockbroking
                                               service         firms and fund
                                                               managers
--------------------------------------------------------------------------------
PMS(TM)/APS(TM)              microcomputer     software        small banks,
                                               license         thrifts and
                                                               other financial
                                                               institutions
--------------------------------------------------------------------------------
PAR EX(R)                    microcomputer     software        insurance
                                               license and     companies
                                               remote
                                               processing
                                               service
-------------------------------------------------------------
PRISM(TM)                    IBM mainframe     software
                                               license
-------------------------------------------------------------
SDIM(TM)                     microcomputer     software
                                               license
--------------------------------------------------------------------------------
</TABLE>

     During 1996, the Company introduced the Enterprise Data Warehouse module,
which provides access to INVEST ONE data in Sybase or Microsoft Access
relational databases, and APS 2, which is a PC-based Windows 95/NT product that
will be the eventual successor to PMS, APS and SERIES 2.  Also in 1996, ON-LINE
was converted from batch processing to real-time processing.  The Company added
APSYS III, an investment accounting and portfolio management system for private
banks in Luxembourg and Switzerland, to its product offerings with the
acquisition of NCS Financial Systems, Inc. in July 1996 (see Acquisitions and
Offerings).

     The Company also provides certain general ledger accounting systems to
insurance companies and nonprofit organizations, which are markets where the
Company has opportunities to cross-sell its investment accounting systems. The
Company's general ledger accounting products include ABC(TM) (Accounting Budget
and Cost System), CDS(TM) (Cash Disbursement System) and EAS(TM) (Enterprise
Accounting System) for insurance companies, and IFAS(TM) (Interactive Fund
Accounting System) for educational institutions, state and local governments and
other nonprofit organizations. During 1996, the Company introduced IFASNET, a
module that allows publication of reports via the Internet or Intranet, and
INSIGHT, a GUI front-end product.

     Securities Trading and Accounting Systems. The Company's securities trading
and accounting systems are used primarily by the so-called "sell side" of the
investment business. The users of these products generally are traders or
dealers of securities (including those trading for their own accounts) and their
back-office operations. In addition to performing many investment accounting
functions, the Company's securities trading and accounting systems maintain
inventories of unsold securities, process 

                                       4
<PAGE>
 
trade activities and assist users in monitoring compliance with audit limits,
trading limits and government regulations.  The Company's principal software
products in this category are:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                              Mode of                         
          System                Platform      Delivery        Primary Markets 
================================================================================
<S>                          <C>              <C>             <C>
 
BOLT(R) 2                    IBM mainframe    remote          capital markets
                                              processing      departments of
                                              service         domestic banks,
-----------------------------------------------------------   broker/dealers
GSM GLOBAL SECUR-            Digital Vax      software        and other
  ITIES MANAGER(R)           UNIX             license         financial
                             workstation                      institutions
-----------------------------------------------------------
INTRADER(R)                  UNIX             software    
                             workstation      license     
-----------------------------------------------------------
MONEYMARKET II(R)            Digital Vax      remote      
                                              processing  
                                              service and 
                                              software    
                                              license     
-----------------------------------------------------------
OMNI SA(TM)                  IBM mainframe    remote      
                             IBM AS 400       processing  
                             IBM RS 6000      service and 
                                              software    
                                              license      
-----------------------------------------------------------
PHASE3(R)                    Tandem           remote
                                              processing
                                              service and
                                              software
                                              license
--------------------------------------------------------------------------------
MATRIX(TM)                   IBM AS 400       software        capital markets
                                              license         departments of
-----------------------------------------------------------   international
DYNAMIX(TM)                  Windows NT       software        banks and other
                                              license         financial
                                                              institutions
--------------------------------------------------------------------------------
</TABLE>

     The Company expanded its international activities with the August 1996
acquisition of SunGard Dealing Systems Pty Limited, a business based in Sydney,
Australia that provides multicurrency front- and back-office systems for
portfolio management, deal capture and analytics to banks and brokerages located
primarily in the Pacific Rim (see Acquisitions and Offerings).  With respect to
the PHASE3 system, the Company completed development of new foreign securities
functionality, fixed-income trading functionality and other enhancements to
better support retail brokerage functionality.  In addition during 1996, the
Company continued to expand its offerings by signing a PHASE3 facilities
management agreement with a large investment banking firm.

     Derivatives Trading and Related Systems.  The Company provides software
applications encompassing most aspects of risk management, trading and
processing for capital markets globally.  The Company's trading systems are used
primarily by the so-called "sell side" of the investment business, although "buy
side" demand for these systems is growing.  Generally, these products are used
by traders and market-makers of over-the-counter and exchange-traded derivative
instruments, securities and foreign exchange contracts and by their middle- and
back-office operations.  These systems provide trading support, risk management,
trade processing and accounting functions, and also assist users in determining
hedging strategies and monitoring compliance with capital requirements, trading
limits and government regulations.  The Company's principal software products in
this category are:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                               Mode of    
          System                 Platform      Delivery        Primary Markets 
================================================================================
<S>                          <C>               <C>             <C>
DEVON DERIVATIVES            Windows NT        software        trading rooms
  SYSTEM(TM)                 UNIX workstation  license         and capital
DEVON FOREX                                                    markets
  SYSTEM (TM)                                                  departments of
PANORAMA(TM)                                                   international
-----------------------------------------------------------    banks, and
INTAS (TM)                   Windows NT        software        trading rooms of
OPTAS (TM)                   UNIX workstation  license         other financial
TRADENET (TM)                                                  institutions
--------------------------------------------------------------------------------
</TABLE> 

                                       5
<PAGE>
 
<TABLE> 
<CAPTION> 
--------------------------------------------------------------------------------
                                               Mode of                         
          System                 Platform      Delivery        Primary Markets 
================================================================================
<S>                          <C>                               <C> 
OPUS(R)                      UNIX workstation  software        trading rooms
                                               license         and capital
                                                               markets
                                                               departments of
                                                               international
                                                               banks, and
                                                               trading rooms of
                                                               other financial
                                                               institutions
--------------------------------------------------------------------------------
OCTAGON(TM) FUTURES          UNIX workstation  software        international
  SYSTEM                                       license and     banks and
                                               remote          brokerage firms
                                               processing      active in the
                                               service         futures markets
                                                               for principal
                                                               and customer
                                                               business
----------------------------------------------                                  
GMI SYSTEM(TM)               IBM AS 400
--------------------------------------------------------------------------------
</TABLE>

     In January 1997, the Company acquired GMI Software, Inc., a provider of
software and services to financial institutions for the processing of exchange-
traded futures and options and other securities, which has become part of
SunGard Futures Systems (see Acquisitions and Offerings).

     Trust, Global Custody and Securities Lending Systems.  The Company's trust
systems automate the investment, administrative and operations areas unique to
the bank trust business, including cash management, management and investment of
assets, preparation of tax returns for taxable trusts, payment of trust
expenses, payment of benefits to retirees, beneficiary distributions, customer
statement production and other customer service duties.  The Company's global
custody systems automate the functions associated with the worldwide custody and
safekeeping of investment assets, such as trade settlement, investment income
collection, preparation of client statements, tax reclamation, foreign exchange,
and reconciliation of depository and sub-custodian positions.  The Company's
securities lending systems automate the functions associated with worldwide
securities lending activities.  The Company's principal trust, global custody
and securities lending systems are:
<TABLE>
<CAPTION>
 
--------------------------------------------------------------------------------
        System                 Platform         Mode of        Primary Markets
                                                Delivery
================================================================================
<S>                          <C>                <C>            <C>
AUTOTRUST(R)                 IBM mainframe      remote         small and medium
                                                processing     size bank trust
CHARLOTTE(TM)                Windows NT         service        departments    
                                                
--------------------------------------------------------------------------------
OMNI ES(TM)                  IBM mainframe      software       large and medium
                                                license and    size bank trust,
                                                remote         custody and
                                                processing     securities
                                                service        departments
--------------------------------------------------------------------------------
OMNI IC(R)                   scalable,          software       bank global
                             multiplatform      license        custody
                                                               departments
--------------------------------------------------------------------------------
OMNILEND(TM)                 IBM mainframe      software       banks,
                             UNIX workstation   license and    broker/dealers
                                                remote         and other
                                                processing     financial
                                                service        institutions
------------------------------------------------------------
OMNI IFS(TM)                 microcomputer      software
                             UNIX workstation   license
--------------------------------------------------------------------------------
MICROTRUST(R)                microcomputer      software       small bank trust
                                                license        departments
--------------------------------------------------------------------------------
TRUSTWARE(R)                 Digital Vax        software       medium size bank
  SERIES 7                   Digital Alpha      license and    trust departments
                                                remote
                                                processing
                                                service
--------------------------------------------------------------------------------
TRUSTWARE(R)                 Digital Vax        software       large and medium
  SERIES 11                  Digital Alpha      license and    size bank trust,
                                                remote         custody and
                                                processing     securities
                                                service        departments and
                                                               investment
                                                               management firms
--------------------------------------------------------------------------------
</TABLE>

     The Company offers specialized trust asset custody services to its
AUTOTRUST customers and other banks and trust companies. These services are
provided under a master contract with The Bank 

                                       6
<PAGE>
 
of New York (the "Bank").  The Bank holds the customers' trust assets, and the
Company handles account record keeping and customer communications.  The Company
is liable to the Bank for any unpaid obligations of the Company's custody
services customers that exceed the value of their assets held in the Bank's
custody.

     With the acquisition of NCS Financial Systems, Inc. in July 1996, the
Company expanded its trust management and corporate trust systems business by
adding the TRUSTWARE SERIES 7 and SERIES 11 products (see Acquisitions and
Offerings). During 1996, TRUSTWARE SERIES 7 was enhanced to operate on a Digital
Alpha platform and to provide larger volume processing. Also during 1996, the
Company completed the development of a new Windows front-end to AUTOTRUST known
as the CHARLOTTE system, which added new functionality, including SQL
capability.

     The Company also markets EXPEDITER(R) to its trust accounting systems
customers. EXPEDITER is a product that facilitates the automated entry of mutual
fund transactions. Since its introduction in 1993, EXPEDITER has continued to
expand its selection of mutual funds and to gain market acceptance. EXPEDITER is
marketed not only to users of the Company's trust accounting systems, but also
to users of the Company's securities trading systems and participant accounting
systems. In addition during 1996, the Company began marketing EXPEDITER for use
with other vendors' software products.

     Participant Accounting Systems. The Company's participant accounting
systems automate the investment operations associated with defined contribution
retirement plans such as 401(k) plans. These systems maintain the books of
record for each participant's share of the cash and securities in the plan,
monitor compliance with government regulations and plan restrictions, process
payments of benefits to retirees, and produce tax reports for plan sponsors and
participants. The Company's principal participant accounting systems are:
<TABLE>
<CAPTION>
 
--------------------------------------------------------------------------------
                                               Mode of      
        System                 Platform        Delivery        Primary Markets 
================================================================================
<S>                          <C>               <C>             <C>
OMNIPLUS(TM)                 IBM mainframe     remote          corporate, bank
OMNIPLAN(R)                                    processing      and other
OMNIPAY(R)                                     service,        retirement plan
OMNIDBEN(TM)                                   software        managers
                                               license and
                                               full service
                                               bureau
                                               processing
                         -----------------------------------
                             UNIX workstation  software
                                               license
                         -----------------------------------
                             IBM AS 400        software
                                               license
                         ----------------------------------- 
                             microcomputer     software
                                               license
--------------------------------------------------------------------------------
MPR(TM)                      microcomputer     software        small and medium
                                               license         size banks
--------------------------------------------------------------------------------
QUANTECH(TM)                 microcomputer     software        retirement
                                               license         administration
                                                               firms and
                                                               institutions
--------------------------------------------------------------------------------
</TABLE>

     During 1996, the Company completed development of OMNIPLUS(TM), which will
succeed OMNIPLAN and be the Company's next generation participant accounting
system. OMNIPLUS will support all types of defined contribution plans. In 1996,
the Company introduced OMNIWEB(TM), which allows plan participants access to
data via the Internet.

     The Company expanded its activities in the Pacific Rim with the January
1996 acquisition of the business of Worrall Miller & Associates, a provider of
pension plan administration software in Australia (see Acquisitions and
Offerings). In November 1996, the Company acquired Corbel & Co., whose products
include QUANTECH, a retirement plan administration and reporting system, and
AUTODOC(R), an authoring and document-generation system for the creation of
retirement plan documents and forms and other complex documents (see
Acquisitions and Offerings).

                                       7
<PAGE>
 
     Investment Reporting and Analysis Systems. The Company's investment
reporting and analysis systems accept accounting data from other investment
support systems and perform special analyses for fund managers and customers.
These systems analyze the performance of portfolios, perform other types of
investment measurement and analysis, and produce regulatory reports for
retirement plan sponsors and participants. The Company's principal software
products in this category are:
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------
                                               Mode of         
       System                  Platform        Delivery         Primary Markets
================================================================================
<S>                          <C>               <C>              <C>
DATAPREP(TM)                 IBM mainframe     remote           corporate, bank
EMBERS(R)                                      processing       and other
                                               service and      retirement plan
                                               software         managers
                                               license
------------------------------------------------------------
SUPERF4(R)                   IBM mainframe     remote
                                               processing
                                               service and
                                               software
                                               license
--------------------------------------------------------------------------------
OMNIVEST(TM)                 UNIX workstation  software         investment
                                               license          management
                                                                departments of
                                                                banks and other
                                                                financial
                                                                institutions
--------------------------------------------------------------------------------
</TABLE>

     Shareholder Accounting Systems. The Company's shareholder accounting
systems automate the transfer agent process for stock, bond and mutual fund
issues. These systems maintain shareholder and bondholder positions, process
dividend and interest distributions, generate proxy materials, tabulate votes,
and produce tax reports and periodic shareholder statements. The Company's
principal software products in this category are:
<TABLE>
<CAPTION>
 
--------------------------------------------------------------------------------
                                               Mode of                         
          System                 Platform      Delivery          Primary Markets
================================================================================
<S>                          <C>               <C>               <C>
INVESTAR(R)                  IBM mainframe     remote            large mutual
INVESTAR ONE(TM)             UNIX              processing        fund managers
                                               service           and transfer
                                                                 agents
--------------------------------------------------------------------------------
SUNSTAR(R)                   IBM mainframe     remote            large
                             UNIX workstation  processing        commercial
                                               service and       bond and
                                               software license  equity
                                                                 transfer agents
--------------------------------------------------------------------------------
BONDMASTER(R)                Digital Vax       remote            large bank,
                             Digital Alpha     processing        corporate and
                                               service and       municipal bond
                                               software license  transfer agents
--------------------------------------------------------------------------------
CSSII(R)                     IBM mainframe     software license  corporate and
                                                                 utility stock
                                                                 transfer agents
--------------------------------------------------------------------------------
</TABLE>

     The Company added BONDMASTER and CSSII to its shareholder accounting
systems product line with the July 1996 acquisition of NCS Financial Systems,
Inc. and the October 1996 acquisition of the securities products business of
Checkfree Corporation, respectively (see Acquisitions and Offerings). During
1996, INVESTAR ONE, an advanced mutual fund shareholder record keeping system
that combines mainframe and client-server architectures and provides real-time
operations, completed a beta test and went into production.

     The Company also markets a work-flow management and document-imaging
software system named PowerImage(R) to users of its shareholder accounting
systems. This product uses electronic document-imaging to improve work flow and
to enhance levels of service and efficiency.

Disaster Recovery Services

     Many businesses depend upon computers to perform critical tasks and use
communications networks to transmit data between a centralized computer facility
and distant offices. If a natural disaster, fire, power failure or other
emergency disrupts a company's computer operations or interrupts communications
between its data processing center and remote locations, its ability to stay in
business may be jeopardized. To address this problem, the Company maintains
alternate data processing sites 

                                       8
<PAGE>
 
for use by customers whenever they are unable to operate or communicate with
their own computer systems.

  The primary alternate sites provided by the Company are fully equipped and
operational computer centers known as "hotsites," where customers may restore
their critical applications using the Company's installed computer equipment.
The Company also provides environmentally prepared computer centers known as
"coldsites," in which customers may install and operate their own computer
equipment.  In addition, the Company provides mobile recovery resources that may
be delivered or shipped directly to customer-specified locations.

  The Company also provides general office space equipped with office equipment,
which customers may use alone or in conjunction with the use of a hotsite or
coldsite. This service offering, known as Work Group Recovery(SM), also includes
MegaVoice(R), a centralized voice communications recovery service that backs up
customers' automated telephone call distribution systems. The Company also
offers Program Management Services(SM), which encompasses the design,
coordination and management of all aspects of customers' disaster recovery
programs.

  Most of the Company's larger disaster recovery customers purchase a basic
package of services that includes use of a hotsite for six weeks to recover from
any computer center failure, a coldsite for six months if recovery operations
must continue for more than six weeks, a hotsite to regularly test disaster
recovery procedures, and general office space during recovery operations and
tests.  Technical assistance when conducting recovery operations and tests and
with designing and implementing a backup communications network are also
provided.

  The Company provides disaster recovery services to users of IBM (and
compatible) mainframe computers and also to users of Data General, Digital,
Filenet, Hewlett Packard, IBM midrange (AS/400, RS/6000 and Systems/3X), NCR,
Netframe, Prime, Pyramid, Sequent, Sequoia, Silicon Graphics, Stratus, Sun
Microsystems, Tandem and Unisys computers.  These services are marketed directly
and through representatives primarily to IBM (and compatible), Digital, Hewlett
Packard and Unisys mainframe and various midrange computer installations in
North America.

  The Company expanded the customer base of its Unisys platform offerings during
1996 through two acquisitions of disaster recovery businesses (see Acquisitions
and Offerings).  In 1996, the Company continued to expand its disaster recovery
offerings to users of midrange computers and further enlarged its midrange sales
force.  This effort was enhanced by acquisitions in 1996 and early 1997 that
increased the number of customer contracts for midrange computer facilities and
the types of midrange offerings (see Acquisitions and Offerings).  Also in 1996,
the Company continued to expand its marketing partner program by establishing
alliances with hardware providers and others and by signing certain agreements
with third parties to expand and enhance its recovery services and capabilities.

  The Company also introduced several new programs during 1996.  The SAP
Technology Practice, which is devoted to the specialized disaster recovery needs
of SAP software users, was formed during 1996.  In late 1996, the Company
announced SunGard Secure 2000 to assist customers in addressing  Year 2000
issues.  The Company also began offering automated tape operations in a disaster
recovery environment, which became possible with the implementation of new
technology from Storage Technology Corporation.

  As of December 31, 1996, the Company had approximately 8,300 disaster recovery
contracts in force.  These contracts generally require the payment of monthly
fees and range in duration from one to five years.  The amount of the monthly
fees depends upon the type of facilities and services selected, contract
duration and competitive factors.

                                       9
<PAGE>
 
  During 1996, for the eleventh consecutive year, the Company successfully
supported all customers who experienced computer center failures.

  Disaster Recovery Facilities.  The Company believes that it conceived and
first implemented the concept of the MegaCenter(R), a multiple hotsite and
coldsite facility that customers may use directly or remotely.  The Company
operates five MegaCenters, located in Atlanta, Chicago, Philadelphia, Scottsdale
(Arizona) and Warminster (Pennsylvania) (see Properties).  The Company believes
that its Philadelphia MegaCenter, which houses Digital, Filenet, Hewlett
Packard, Netframe, IBM mainframe, Pyramid, Sequent, Stratus and Tandem hotsites,
and mobile Hewlett Packard, IBM midrange, NCR, Sequoia, Silicon Graphics and Sun
Microsystems computer systems, is the largest commercial disaster recovery
facility in the world.

  The Company also operates MetroCenter(R) facilities in strategic locations
throughout North America to provide Work Group Recovery services, enhanced
remote operations capabilities, and recovery operations and testing support for
mobile computer systems.  MetroCenters are located in Boston, Beechwood (Ohio),
Chicago, Dallas, Denver, Herndon (Virginia), Jersey City (New Jersey), Los
Angeles, Northvale (Michigan), St. Louis, St. Paul, San Ramon (California) and
Toronto.  The St. Paul and Toronto MetroCenters also have coldsites that can be
used in conjunction with the remote operations capability.

  The Company periodically opens new facilities or expands existing facilities
to accommodate both the growth in its customer base and the addition of
different types of computer systems and service offerings.  Also, the Company
regularly upgrades its systems to offer the most advanced computer equipment
generally used by its customers.  During 1996, the Company opened two new
MetroCenters in Chicago and San Ramon (California) and in 1997 added a Denver
MetroCenter as part of the Company's acquisition of Data Assurance Corporation
(see Acquisitions and Offerings).  The Chicago MegaCenter expanded in size
during 1996 and added two new large system command centers.  In addition, during
1996, the Company expanded its large system recovery capabilities at the
Philadelphia MegaCenter, which included upgrading large mainframe processors,
adding an S/390 Parallel Enterprise Server, creating a Parallel Sysplex
environment and installing an EMC Raid-S DASD.  The Philadelphia MegaCenter also
nearly doubled its Tandem capacity and added two new RS/6000 R30 systems.  The
Company believes that these additions make the Philadelphia MegaCenter the
largest facility dedicated to disaster recovery for RS/6000 users.  The Company
continued during 1996 to expand its midrange system product offerings at various
facilities and, in addition, expanded its electronic vaulting operations, which
include remote journaling, hot storage, shadowing and customer support services.
The disk access, tape cartridge and other peripheral equipment at all facilities
were upgraded or augmented, and the capabilities of storage and retrieval
systems were increased.

  The Company believes that by operating a relatively small number of large
facilities linked by a comprehensive communications network it can provide
superior disaster recovery services in the most effective manner.  All
MegaCenters and MetroCenters are linked by a communications network that is
capable of handling a full range of digital and analog data transmission
methods, including satellite and fiber-optic applications.  The Company
regularly upgrades this network to offer the communications technology generally
used by its customers.  During 1996, the Company continued expanding its matrix-
switching capabilities to allow for more efficient and reliable communications
during customer tests and recovery operations.

  The Company markets its comprehensive disaster recovery facilities and
services on a component pricing basis, allowing each customer to select the
specific items of equipment and other recovery services needed to satisfy its
individual disaster recovery requirements.  The Company's disaster recovery
equipment is covered by maintenance contracts to assure that it is properly
functioning at all times.

                                       10
<PAGE>
 
  Planning Services.  The Company provides professional consulting and
educational services for disaster recovery and business resumption planning, not
only for computer operations, but also for company-wide purposes encompassing
all important business operations.  This includes the development of customized
disaster recovery and business resumption plans for customers.  The Company also
performs risk analyses to determine customers' exposure to the disruption or
loss of critical operations and resources, audits customers' disaster recovery
and business resumption procedures, and recommends improvements.  In addition,
the Company conducts regular seminars on disaster recovery, business resumption
and related topics.

  The Company also markets a Windows-based microcomputer software product named
CBR(R) Comprehensive Business Recovery, which automates the preparation and
maintenance of disaster recovery and business resumption plans, including
comprehensive company-wide planning capabilities.  During 1996, the Company
released an enhanced version of CBR that includes additional project plans,
screen customizations and general reporting enhancements.  The Company also
continues to support its DOS-based microcomputer disaster recovery planning
software product known as DP/90 PLUS(R).

Computer Services and Other

  Computer Services.  The Company provides remote-access computer services
primarily to software developers and government agencies and also provides
outsourcing services.  In addition, the Company provides direct marketing
computer services and automated mass mailing and printing services.  These
activities are supported at the Company's computer centers in Voorhees and
Birmingham (see Properties), which also are used to provide remote processing
services for several of the Company's investment support systems business units.

  In 1996, the Company continued to expand its services for open systems
environments, introduced a development service for performing analysis, testing
and remediation for Year 2000 projects, and upgraded mainframes to CMOS and
parallel Sysplex technology.

  Healthcare Information Systems.  Certain of the Company's healthcare 
information systems focus on hospital electronic medical records, patient
financial systems and clinical data management. Other healthcare information
systems assist health maintenance organizations (HMO's) and other companies with
high volume claims processing in reducing costs and improving service to their
customers. The Company's healthcare information systems use proprietary work-
flow management and document-imaging to increase efficiency and flexibility for
its users. The Company's principal systems of this type are:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
          System          Platform     Mode of Delivery        Primary Markets
==============================================================================================
<S>                     <C>            <C>                  <C>
I-MAX(TM)               microcomputer  software license     HMO's and health insurance companies
----------------------------------------------------------------------------------------------
ChartFlo(R) 2000        UNIX server    software license     hospitals, healthcare institutions 
AccountFlo(TM)          microcomputer                       and medical clinics
---------------------------------------------------------
CDM(TM)                 UNIX server    software license 
                        microcomputer  
----------------------------------------------------------------------------------------------
Enterprise 2000(TM)     UNIX server    software license     hospitals, healthcare institutions 
ProcessFlo(R)           microcomputer                       and medical clinics; banks and 
                                                            other financial institutions and
                                                            government entities
----------------------------------------------------------------------------------------------
RSS/4/(TM)              microcomputer  software license     state pension administration
                                                            agencies
----------------------------------------------------------------------------------------------
</TABLE>

                                       11
<PAGE>
 
Product Development

  The investment support systems needs of the financial services industry are
complex and substantial, and continually evolve as a result of changes in laws,
introductions of new types of investment vehicles and technology and increased
competition.  For these reasons, the Company believes that it is important to
continually maintain, enhance and evolve its proprietary investment support
systems.  The Company funds most of its routine ongoing software maintenance and
support activities through the software maintenance fees paid by its investment
support systems license customers and a portion of the monthly fees paid by its
investment support systems remote processing customers.  As of December 31,
1996, the Company had in force approximately 7,400 remote processing and
software maintenance contracts for its investment support systems.

  The Company's expenditures for software development during 1996, 1995 and
1994, including amounts that were capitalized, totalled approximately
$65,101,000, $53,908,000 and $38,684,000, respectively.  These amounts do not
include routine software maintenance and support costs that are included in cost
of sales, nor do they include costs incurred in performing certain custom
development projects for individual customers in the ordinary course of
business.

  The Company has initiated a program to evaluate whether its systems are Year 
2000 compliant (meaning that they can properly handle dates in the year 2000 and
beyond). The Company believes that certain of its products are already Year 2000
compliant and will continue to evaluate its other products and, where 
appropriate, make necessary modifications. The Company currently anticipates 
that these efforts will not cause a significant increase in development 
spending.
  
  During 1997, the Company expects to develop Windows NT and UNIX versions of
many products.  These developments are examples of the Company's strategy of
using the established functionality of its existing systems to develop state-of-
the-art systems for new technological environments.

  Also in 1997, development plans for INVEST ONE include enhancements to
increase the speed of executions and to add processing features to support the
master/feeder portfolio structures.  The Company is also continuing development
of XAMIN/TM/, a client server performance measurement and analysis system, and
TradeMaster, a new trading module to ON-LINE and ON-SITE.  The Company plans
during 1997 to continue to enhance the functionality of EXPEDITER and expand its
application for users of Company and third party products.  Developments to
PHASE3 will include enhanced data distribution to provide real-time updates, SQL
capabilities and Internet access.  The Company will continue developing enhanced
functionality for its derivatives trading, foreign exchange and consolidated
risk management systems.

  The Company expands its disaster recovery services by adding new hotsites at
existing facilities, upgrading its computer equipment, developing new services
and opening new facilities.  In 1997, the Company plans to install in the
Philadelphia MegaCenter a third large system mainframe processor, expand its
midrange product lines, increase marketing efforts in Mexico and open new
MetroCenters in Seattle (Washington) and Mexico City.  Also during 1997, the
Company plans to continue expanding its electronic vaulting product offerings,
upgrading its disk storage, tape cartridge and other peripheral hotsite
equipment, and opening new MetroCenters where the demand exists.

  The Company expands its disaster recovery communications network by upgrading
its communications equipment, adding new communications capabilities and
establishing additional remote operations centers where the demand exists.  The
Company also plans during 1997 to introduce the SunGard National Network, a
nationwide managed recovery network utilizing synchronous optical (SONET)
technology that provides communications between subscriber locations and the
Company's facilities.

                                       12
<PAGE>
 
Acquisitions and Offerings

  The Company seeks to grow through internal development, the acquisition of
businesses that broaden or complement its existing product lines, and, more
recently, the acquisition of new business lines.  Since its initial public
offering in 1986, the Company has acquired twenty-eight investment support
systems businesses, eighteen disaster recovery businesses, two computer services
businesses and two healthcare information systems businesses.  Also during this
period, the Company completed two additional public offerings, a common stock
offering in 1987 and a convertible debenture offering in 1990.  The debentures
were converted into common stock in 1993.

  During 1996, the Company spent approximately $158,080,000 in cash, net of cash
acquired, to acquire five investment support systems businesses and three
disaster recovery services businesses.

  The Financial Systems Group expanded in August 1996 by acquiring SunGard
Dealing Systems Pty Limited, a business based in Sydney, Australia that provides
multicurrency front- and back-office systems for portfolio management, deal
capture and analytics to banks and brokerages located primarily in the Pacific
Rim.

  The Trading Systems Group expanded its SunGard Futures Systems business unit
in January 1997 by acquiring GMI Software, Inc., a provider of software and
services to financial institutions worldwide for the processing of exchange-
traded futures and options and other securities.

  The Trust and Shareholder Systems Group also grew by acquisition.  The Trust
and Shareholder Systems Group expanded its international operations by acquiring
in January 1996 the business of Worrall Miller & Associates Pty Ltd., a
provider of pension plan administration software in Australia, and the related
service bureau business of State Street Bank Australia in February 1996.  In
July 1996, the Company acquired NCS Financial Systems, Inc., which provides
turnkey trust accounting and corporate trust systems to banks and other
financial institutions.  The securities products business of Checkfree
Corporation was acquired in October 1996. In November 1996, the Company
purchased Corbel & Co., a provider of retirement plan document preparation
software and services and retirement plan administration software.

  The Recovery Services Group acquired several disaster recovery businesses
during 1996.  The Company purchased the North American disaster recovery
services businesses of Digital Equipment Corporation in April 1996 and the
Unisys disaster recovery services businesses of FIS, Inc. in July 1996 and
Fiserv, Inc. in December 1996.  In addition, the Recovery Services Group
acquired in early 1997 the business of Data Assurance Corporation, which
provides, among other offerings, recovery services to the credit union industry
operating on Data General platforms.

Competition

  Since most of the Company's computer services and software are specialized and
technical in nature, the various markets in which the Company competes have a
relatively small number of significant competitors.  Some of the Company's
existing competitors and some potential competitors have substantially greater
financial, technological and marketing resources than the Company.  The Company
believes that, for most of its businesses, service, quality and reliability are
more important competitive factors than price.

  In its investment support systems business, the Company competes with numerous
other data processing and financial software vendors, which may be broadly
categorized into two groups.  One group is comprised of specialized investment
support systems companies, most of which are much smaller than the Company.  The
other group is comprised of large computer services companies whose principal
businesses are not in the investment support systems area, such as Automatic
Data Processing, Inc. and First Data Corporation, both of whom are also active
acquirors.  The Company 

                                       13
<PAGE>
 
also faces competition from the internal processing and development capabilities
of its customers and prospects.

  The key competitive factors in marketing investment support systems are the
accuracy and timeliness of processed information provided to customers, features
and adaptability of the software, level and quality of customer support, level
of software development expertise and overall net cost.  The Company believes
that it competes effectively as to each of these factors and that its reputation
and experience in these markets are important competitive advantages.

  The computer disaster recovery business remains highly competitive.  The
Company's principal competitors in this business are Comdisco, Inc. and IBM
Corporation, each of which have substantially greater financial and other
resources than the Company.  The Company also faces potential competition from
major companies that have computer facilities that could be made available for
disaster recovery use.  The Company believes that it competes effectively as to
the key competitive factors in this market, namely quality of facilities, scope
and quality of services, level and quality of customer support, level of
technical expertise and price.  The Company also believes that its experience
and reputation as the innovator in this business are important competitive
advantages.

  The Company's healthcare information systems business competes primarily with
companies that provide imaging systems through vertical market resellers that
focus on hospitals and HMO's. The Company believes that it competes effectively
as to the key competitive factors in marketing work-flow management and 
document-imaging systems to healthcare institutions. These factors include
features and adaptability of the software for specific market segments,
knowledge of the healthcare industry, level and quality of customer support,
level of software development expertise and overall net cost.

Marketing

  Most of the Company's specialized computer services and software are marketed
throughout the United States, and many are marketed internationally as well.
The Company's export sales during 1996, 1995 and 1994 totalled approximately
$58,019,000, $51,273,000 and $33,505,000, respectively.  In addition, the
Company's foreign subsidiaries had sales for those years totalling approximately
$57,457,000, $43,612,000 and $26,652,000, respectively.  Export and foreign
sales during 1996 totalled $115 million and increased by 22% over 1995 export
and foreign sales.  As a percentage of total revenues, export and foreign sales
have grown from 12% in 1993 to 17% in 1996. 

  The Company develops and maintains proprietary marketing information by
identifying prospective customers through a variety of data bases and other
sources, and then canvassing the prospects by direct mail, telephone calls and
personal visits.  The Company also attempts to identify and attract customers by
conducting seminars and participating in industry conferences.  Customer
references have been an important aid in obtaining new business.

Employees

  At December 31, 1996, the Company had approximately 3,700 full-time employees.
The Company believes that its success, in part, depends on its continuing
ability to attract and retain skilled technical, marketing and management
personnel.  While data processing professionals and software developers are in
high demand, the Company believes that, to date, it has been able to attract and
retain highly qualified personnel.  None of the Company's employees is covered
by a collective bargaining contract.  The Company believes that its employee
relations are excellent.

                                       14
<PAGE>
 
Proprietary Protection

  The Company owns registered marks for the SunGard name and owns or has applied
for registration for many of its service and software names.  The Company has
few registrations of its copyrights and has no patents.  The Company believes
that registered copyrights and patents are of less significance in its business
than software development skills, technological expertise and marketing
capabilities, although the Company intends to consider the advisability of
software patents in view of ongoing developments in that area.  The Company
relies primarily on contractual restrictions and trade secret laws for the
protection of its proprietary services and software.  The Company also has
established policies requiring its personnel to maintain the confidentiality of
the Company's proprietary property.

Item 2.  Properties

  The following table indicates the location, purpose and size of the Company's
principal offices, principal computer facilities, business unit headquarters and
disaster recovery MegaCenters.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
         Location                           Purpose                  Square Feet
================================================================================
<S>                          <C>                                     <C>
Wayne, PA                    Executive offices of SunGard Data            44,500
   (near Philadelphia)       Systems Inc., and headquarters for
                             SunGard Recovery Services and SunGard
                             Planning Solutions.
--------------------------------------------------------------------------------
Atlanta, GA                  Offices of SunGard Insurance Systems.        26,000
--------------------------------------------------------------------------------
Aurora, CO                   Headquarters for SunGard Insurance           16,300
   (near Denver)             Systems.
--------------------------------------------------------------------------------
Birmingham, AL               Headquarters for SunGard Asset               85,000
                             Management Systems, SunGard Employee
                             Benefit Systems and SunGard Mailing
                             Services, and related computer center
                             with two IBM-compatible mainframe
                             computers.
--------------------------------------------------------------------------------
Birmingham, AL               Headquarters for MACESS Corporation.         27,200
--------------------------------------------------------------------------------
Canoga Park, CA              Headquarters for SunGard Government          12,000
   (near Los Angeles)        Systems.
--------------------------------------------------------------------------------
Carshalton, England          Headquarters for Portfolio                   10,000
 (near London)               Administration Limited and related
                             computer centers with five IBM
                             midrange computers.
--------------------------------------------------------------------------------
Charlotte, NC                Headquarters for SunGard Trust               36,100
                             Systems and related computer center
                             with one IBM-compatible mainframe
                             computer.
--------------------------------------------------------------------------------
Chico, CA                    Headquarters for Bi-Tech Software.           25,000
--------------------------------------------------------------------------------
Chicago, IL                  Headquarters for SunGard Futures              7,000
                             Systems.
--------------------------------------------------------------------------------
Fairfield, NJ                Computer center for Shaw Data Inc.           22,000
   (near New York)           with four Bull mainframe, four
                             Hewlett Packard and one Sun
                             Microsystems computers.
--------------------------------------------------------------------------------
Geneva, Switzerland          Headquarters for SunGard Investment           5,000
                             Systems SA.
--------------------------------------------------------------------------------
Hinsdale, IL                 Headquarters for SunGard Investment          24,900
   (near Chicago)            Systems.
--------------------------------------------------------------------------------
Hopkins, MN                  Headquarters for SunGard Securities          46,200
   (near Minneapolis)        Systems and related computer center
                             with four Digital and two IBM or
                             IBM-compatible mainframe computers
                             and five UNIX servers.
--------------------------------------------------------------------------------
Jacksonville, FL             Headquarters for Corbel & Co.                45,300
--------------------------------------------------------------------------------
London, England              European offices of SunGard Capital          14,500
                             Markets and SunGard Futures Systems
                             and related computer center with one
                             Digital Vax computer.
--------------------------------------------------------------------------------
</TABLE> 

                                       15
<PAGE>
 
<TABLE> 
<CAPTION> 
--------------------------------------------------------------------------------
         Location                           Purpose                  Square Feet
================================================================================
<S>                          <C>                                     <C>
Los Altos, CA                Headquarters for Renaissance Software.       11,000
--------------------------------------------------------------------------------
New York, NY                 Headquarters for Shaw Data Inc.              16,000
--------------------------------------------------------------------------------
New York, NY                 Headquarters for SunGard Capital             14,300
                             Markets.
--------------------------------------------------------------------------------
Northbrook, IL               SunGard Recovery Services MegaCenter         84,000
   (near Chicago)            with eleven Digital, two IBM
                             mainframe and two Tandem computers,
                             and three Hewlett Packard, seven IBM
                             midrange, four Sun Microsystems and
                             two Unisys mobile computers.
--------------------------------------------------------------------------------
Philadelphia, PA             SunGard Recovery Services MegaCenter        230,000
                             with nine Digital, twelve Hewlett
                             Packard, six IBM or IBM-compatible
                             mainframe, three Stratus and three
                             Tandem computers, and 16 Digital,
                             nine Hewlett Packard, nineteen IBM
                             midrange, three NCR, three Sequent,
                             one Sequoia, one Silicon Graphics and
                             three Sun Microsystems mobile
                             computers.
--------------------------------------------------------------------------------
Rockville, MD                Headquarters for Intelus Corporation.        21,600
--------------------------------------------------------------------------------
Roswell, GA                  SunGard Recovery Services MegaCenter         37,800
   (near Atlanta)            with twenty-five Digital computers,
                             and three Digital, one Hewlett
                             Packard, nine IBM midrange and one
                             Sun Microsystems mobile computers.
--------------------------------------------------------------------------------
San Mateo, CA                Headquarters for SunGard Shareholder         18,200
                             Systems.
--------------------------------------------------------------------------------
Scottsdale, AZ               SunGard Recovery Services MegaCenter         13,800
                             with two Digital, four Prime and five
                             Unisys computers, and one IBM
                             midrange and one Unisys mobile
                             computers.
--------------------------------------------------------------------------------
Stockholm, Sweden            Headquarters for Front Capital               40,000
                             Systems.
--------------------------------------------------------------------------------
Sydney, Australia            Australian offices of SunGard Capital         8,800
                             Markets, SunGard Dealing Systems,
                             SunGard Futures Systems and the
                             SunGard Trust and Shareholder Systems
                             Group, and related computer center
                             with one Digital Vax computer and one
                             IBM midrange computer.
--------------------------------------------------------------------------------
Voorhees, NJ                 Headquarters for SunGard Computer            51,000
   (near Philadelphia)       Services and related computer center
                             with four IBM or IBM-compatible
                             mainframe computers.
--------------------------------------------------------------------------------
Waltham, MA                  Headquarters for SunGard Brokerage           31,300
   (near Boston)             Systems and related computer center
                             with six Tandem computers.
--------------------------------------------------------------------------------
Waltham, MA                  Headquarters for SunGard Global              10,600
   (near Boston)             Systems and related computer center
                             with two Digital computers.
--------------------------------------------------------------------------------
Warminster, PA               SunGard Recovery Services MegaCenter         20,000
   (near Philadelphia)       with six Unisys computers.
--------------------------------------------------------------------------------
</TABLE>

  The Company leases all of the offices and facilities listed in the preceding
table, with the exception of its 85,000 square-foot Birmingham facility and its
Voorhees and Warminster facilities, which are owned, and its Hopkins facility,
which consists of two connected buildings, one leased and the other owned.  The
Company also owns its MetroCenters in St. Paul, Minnesota and Northbrook,
Illinois.  The Company also leases space, primarily for sales offices, customer
support offices, MetroCenters and remote operations centers, in many locations
in the United States and internationally.  The Company believes that its leased
and owned facilities are adequate for the Company's present operations.

                                       16
<PAGE>
 
Item 3.  Legal Proceedings

  The Company is presently a party to certain lawsuits arising in the ordinary
course of its business.  The Company believes that none of its current legal
proceedings will be material to its business or financial condition.


Item 4.  Submission of Matters to a Vote of Security Holders

  None.


Item 4.1   Certain Executive Officers of the Registrant

  The executive officers of the Company who are not also directors are listed
below.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
           Name              Age       Principal Positions with the Company
================================================================================
<S>                          <C>  <C>
Kenneth R. Adams              61  Chief Executive Officer, SunGard Healthcare
                                  Information Systems Group
--------------------------------------------------------------------------------
Bruce H. Battjer              46  Chief Executive Officer, SunGard Computer
                                  Services Group
--------------------------------------------------------------------------------
Andrew P. Bronstein           38  Vice President and Controller, SunGard Data
                                  Systems Inc.
--------------------------------------------------------------------------------
Cristobal I. Conde            36  Chief Executive Officer, SunGard Trading
                                  Systems Group
--------------------------------------------------------------------------------
Philip L. Dowd                55  Chief Executive Officer, SunGard Trust and
                                  Shareholder Systems Group
--------------------------------------------------------------------------------
Lawrence A. Gross             44  Vice President and General Counsel, SunGard
                                  Data Systems Inc.
--------------------------------------------------------------------------------
Michael F. Mulholland         47  Chief Executive Officer, SunGard Recovery
                                  Services Group
--------------------------------------------------------------------------------
Michael K. Muratore           50  Chief Executive Officer, SunGard Financial
                                  Systems Group
--------------------------------------------------------------------------------
Donna J. Pedrick              47  Vice President-Human Resources, SunGard Data
                                  Systems Inc.
--------------------------------------------------------------------------------
Michael J. Ruane              43  Chief Financial Officer and Vice
                                  President-Finance, SunGard Data Systems Inc.
--------------------------------------------------------------------------------
Richard C. Tarbox             44  Vice President-Corporate Development, SunGard
                                  Data Systems Inc.
--------------------------------------------------------------------------------
</TABLE>

  Mr. Adams has been Chairman and Chief Executive Officer of Intelus Corporation
and of MACESS Corporation since 1995.  Before that, he was Chairman and Chief
Executive Officer of SunGard Recovery Services Inc. since 1988 and was its
President from 1990 to 1992.  From 1983 to 1988, Mr. Adams was President and a
director of SunGard Trust Systems Inc.

  Mr. Battjer has been Chief Executive Officer and a director of SunGard
Computer Services Inc. since 1995.  Before that, Mr. Battjer served in various
executive positions in SunGard's Recovery Services Group, most recently as
President of Planning Solutions.

  Mr. Bronstein has been Vice President and Controller of the Company since
1994. Before that, he was Corporate Controller since 1992. From 1985 to 1992, he
was a manager with Coopers & Lybrand L.L.P., Philadelphia, where he served as
senior manager on the Company's account and as director of the firm's
Philadelphia high technology group. Mr. Bronstein is a director and officer of
most of the Company's domestic subsidiaries.

                                       17
<PAGE>
 
  Mr. Conde has been Chief Executive Officer and a director of SunGard Systems
International Inc. (formerly named SunGard Capital Markets Inc.) since 1991.  He
was one of the founders of that company in 1983 and was its Executive Vice
President from 1983 to 1991.  Before it was acquired by the Company in 1987,
SunGard Systems International Inc., originally named Devon Systems
International, Inc., was an independent software company.  Mr. Conde is a
director and/or officer of some of the Company's domestic subsidiaries and many
of its foreign subsidiaries.

  Mr. Dowd has been Chief Executive Officer of SunGard Investment Systems Inc.
since 1990 and one of its directors since 1982.  He was President of SunGard
Investment Systems Inc. from 1982 to 1990.  Mr. Dowd is a director and/or
officer of many of the Company's investment support systems subsidiaries.

  Mr. Gross has been Vice President and General Counsel of the Company since
1986 and Secretary of the Company since 1987.  From 1979 to 1986, he was a
lawyer with Blank, Rome, Comisky & McCauley, Philadelphia, and he has
represented the Company since 1983.  Mr. Gross is a director and officer of most
of the Company's domestic subsidiaries and some of its foreign subsidiaries.

  Mr. Mulholland has been Chairman and Chief Executive Officer of SunGard
Recovery Services Inc. since 1995 and was its President and Chief Operating
Officer since 1992.  From 1987 to 1992, Mr. Mulholland served in various
executive capacities in the Company and the Recovery Services Group.

  Mr. Muratore has been Chief Executive Officer and a director of SunGard
Financial Systems Inc. since 1995.  Before that, he was Chief Executive Officer
and a director of SunGard Computer Services Inc. since 1989 and President-
Processing Divisions of SunGard Business Systems Inc. since 1990.  From 1985 to
1988, Mr. Muratore was President of the Company's Central Computer Facility,
which was consolidated with SunGard Computer Services Inc. at the end of 1988.

  Ms. Pedrick has been Vice President-Human Resources of the Company since 1988.
From 1983 to 1988, she was Director-Human Resources of the Company.

  Mr. Ruane has been Chief Financial Officer, Vice President-Finance and
Treasurer of the Company  since 1994.  From 1992 until 1994, Mr. Ruane was Chief
Financial Officer and Vice President-Finance of SunGard's Trading Systems Group.
Before that, he was Vice President-Controller of the Company from 1990 through
1992, and Corporate Controller of the Company from 1985 to 1990.  Mr. Ruane is a
director and officer of most of the Company's domestic and foreign subsidiaries.

  Mr. Tarbox has been Vice President-Corporate Development of the Company since
1987.  
                                       18
<PAGE>
 
                                    PART II


Item 5.  Market for Registrant's Common Equity and Related Stockholder
         Matters

  This information is incorporated by reference to the section entitled Stock
Information in the Company's 1996 Annual Report to Stockholders (included in
Exhibit 13.1 to this Report on Form 10-K).


Item 6.  Selected Financial Data

  This information is incorporated by reference to the section entitled Selected
Financial Information in the Company's 1996 Annual Report to Stockholders
(included in Exhibit 13.1 to this Report on Form 10-K).


Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

  This information is incorporated by reference to the section entitled
Management's Discussion and Analysis of Financial Condition and Results of
Operations in the Company's 1996 Annual Report to Stockholders (included in
Exhibit 13.1 to this Report on Form 10-K).


Item 8.  Financial Statements and Supplementary Data

  The financial statements of the Company, supplementary data and related
documents that are included in this Report on Form 10-K are listed in Item
14(a), Part IV, of this Report.


Item 9.  Changes In and Disagreements With Accountants on Accounting and
         Financial Disclosure

  None.

                                       19
<PAGE>
 
                                    PART III


  This Part incorporates certain information from the Company's definitive proxy
statement for its 1997 Annual Meeting of Stockholders ("1997 Proxy Statement")
filed with the Securities and Exchange Commission not later than 120 days after
the end of the Company's fiscal year covered by this Report on Form 10-K.
Notwithstanding such incorporation, the sections of the Company's 1997 Proxy
Statement entitled Report of the Compensation Committee and Equity Award
Subcommittee and Performance Graph shall not be deemed to be "filed" as part of
this Report.


Item 10.  Directors and Executive Officers of the Registrant

  Information concerning the directors of the Company is incorporated by
reference to the Company's 1997 Proxy Statement including but not necessarily
limited to the section of such proxy statement entitled Election of Directors.

  Information concerning executive officers of the Company who are not also
directors is included in Item 4.1, Part I, of this Report on Form 10-K.


Item 11.  Executive Compensation

  This information is incorporated by reference to the Company's 1997 Proxy
Statement including but not necessarily limited to the section of such proxy
statement entitled Executive Compensation.


Item 12.  Security Ownership of Certain Beneficial Owners and Management

  This information is incorporated by reference to the Company's 1997 Proxy
Statement including but not necessarily limited to the section of such proxy
statement entitled Beneficial Ownership of Common Stock.


Item 13.  Certain Relationships and Related Transactions

  This information is incorporated by reference to the Company's 1997 Proxy
Statement including but not necessarily limited to the sections of such proxy
statement entitled Executive Compensation, Beneficial Ownership of Common Stock
and Election of Directors.

                                       20
<PAGE>
 
                                    PART IV


Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

  (a)(1)  Financial Statements

  The following financial statements of the Company, supplementary data and
related documents are incorporated by reference to the Company's 1996 Annual
Report to Stockholders (included in Exhibit 13.1 to this Report on Form 10-K):

  Report of Independent Accountants on Financial Statements, dated February 13,
  1997

  Consolidated Statements of Income for each of the years ended December 31,
  1996, 1995 and 1994

  Consolidated Balance Sheets as of December 31, 1996 and 1995

  Consolidated Statements of Cash Flows for each of the years ended December 31,
  1996, 1995 and 1994

  Consolidated Statement of Stockholders' Equity for each of the years ended
  December 31, 1996, 1995 and 1994

  Notes to Consolidated Financial Statements

  Quarterly Financial Information (unaudited)

  (a)(2)  Financial Statement Schedules

  None.

  (a)(3)  Exhibits

  The Exhibits that are incorporated by reference in this Report on Form 10-K,
or are filed with this Report, are listed in the List of Exhibits beginning on
page 23 of this Report.  Exhibits 10.12 through 10.22 are the management
contracts and compensatory plans and arrangements that are required to be filed
as Exhibits to this Report.

  (b)    Reports on Form 8-K

  None.

                                       21
<PAGE>
 
                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                 SunGard Data Systems Inc.

Date:   March 27, 1997          By:            /s/ James L. Mann
                                     -------------------------------------------
                                                   James L. Mann,
                                           Chairman, President and Chief 
                                                  Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
 
           Signature                         Capacity                  Date
           ---------                         --------                  ----     
<S>                               <C>                             <C>
     /s/ James L. Mann            Chief Executive Officer,        March 27, 1997
--------------------------------
         James L. Mann            President, and Chairman
                                  of the Board of Directors
                                  (principal executive officer)
 
    /s/ Michael J. Ruane          Chief Financial Officer and     March 27, 1997
--------------------------------  Vice President-Finance       
        Michael J. Ruane          (principal financial officer)   
                                  
    /s/ Andrew P. Bronstein       Vice President and Controller   March 27, 1997
--------------------------------  (principal accounting officer) 
        Andrew P. Bronstein       

    /s/ Gregory S. Bentley        Director                        March 27, 1997
--------------------------------                                
        Gregory S. Bentley

    /s/ Michael C. Brooks         Director                        March 27, 1997
--------------------------------                                 
        Michael C. Brooks

    /s/ Albert A. Eisenstat       Director                        March 27, 1997
--------------------------------                               
        Albert A. Eisenstat

    /s/ Bernard Goldstein         Director                        March 27, 1997
--------------------------------                                 
        Bernard Goldstein

      /s/ Michael Roth            Director                        March 27, 1997
--------------------------------                                      
          Michael Roth

     /s/ Malcolm I. Ruddock       Director                        March 27, 1997
--------------------------------                                
         Malcolm I. Ruddock

   /s/ Lawrence J. Schoenberg     Director                        March 27, 1997
--------------------------------                            
       Lawrence J. Schoenberg
</TABLE> 

                                       22
<PAGE>
 
<TABLE> 
<CAPTION> 
                               LIST OF EXHIBITS

Number                              Document
------       ------------------------------------------------------------------
<S>          <C> 
 3.1/(1)/    Amended and Restated Certificate of Incorporation of the Company.

 3.2/(2)/    Amended and Restated Bylaws of the Company.

 4.1/(2)/    Specimen Common Stock Certificate of the Company.

10.1/(2)/    Lease, dated June 18, 1981, between the Company and American
             National Bank and Trust Company of Chicago, relating to the
             Company's facility in Northbrook, Illinois ("First Northbrook
             Lease").

10.2/(3)/    Amendment to the First Northbrook Lease, dated September 16, 1986.

10.3/(4)/    Amendment to the First Northbrook Lease, dated October 14, 1987.

10.4/(5)/    Amendment to the First Northbrook Lease, dated October 1, 1988.

10.5/(5)/    Lease, dated October 1, 1988, between the Company and American
             National Bank and Trust Company of Chicago, relating to the
             Company's facility in Northbrook, Illinois ("Second Northbrook
             Lease").

10.6/(6)/    Amendment to the Second Northbrook Lease, dated September 15, 1989.

10.7/(7)/    Lease, dated April 12, 1984, between the Company and Broad and
             Noble Associates, Inc., relating to the Company's facility at 401
             North Broad Street, Philadelphia, Pennsylvania, and Amendments
             thereto, dated October 18, 1989, September 30, 1991 and November
             19, 1992 ("401 Lease").

10.8/(8)/    Amendment to 401 Lease, dated October 9, 1995.

10.9         Amendment to 401 Lease, dated December 23, 1996 (filed with this
             Report).

10.10/(1)/   Lease, dated May 19, 1989, between the Company and Northmeadow
             Associates, relating to the Company's facility in Roswell, Georgia,
             Amendment thereto, dated June 1989, and Assignment and Assumption
             thereof, dated December 31, 1990.

10.11/(9)/   Credit Agreement, dated August 29, 1996, among the Company, certain
             banks and other financial institutions and PNC Bank, National
             Association, as Agent.
 
10.12/(1)/   The Company's 1982 Incentive Stock Option Plan and Amendments
             thereto, dated January 1, 1987 and November 8, 1991./(13)/
 
 
10.13/(10)/  The Company's 1986 Stock Option Plan, Amendments thereto, dated
             January 1, 1987, November 1, 1988, February 6, 1990, November 8,
             1991, February 16, 1993 and February 13, 1995, and United Kingdom
             Addendum thereto, dated February 12, 1991./(13)/ 
 
10.14/(1)/   The Company's 1988 Nonqualified Stock Option Plan and Amendment
             thereto, dated October 30, 1990./(13)/
 
 
10.15/(6)/   The Company's 1990 Amended and Restated Restricted Stock Incentive
             Plan./(13)/
</TABLE>

                                       23
<PAGE>
 
<TABLE> 
<CAPTION> 

Number                                   Document
------      -------------------------------------------------------------------
<S>         <C>   

10.16/(11)/ The Company's Restricted Stock Award Plan for Outside 
            Directors./(13)/
 
10.17/(12)/ The Company's 1994 Equity Incentive Plan./(13)/
 
10.18/(8)/  The Company's 1996 Equity Incentive Plan./(13)/
 
10.19       The United Kingdom Addendum to the Company's 1996 Equity Incentive
            Plan (filed with this Report)./(13)/ 
 
10.20       Summary Description of the Company's Annual Executive Incentive
            Compensation Program (filed with this Report)./(13)/

10.21/(8)/  Summary Description of the Company's Long-Term Executive Incentive
            Compensation Plan./(13)/ 
 
10.22/(1)/  Form of Indemnification Agreement entered into by the Company with
            its directors and officers./(13)/ 

11.1        Statement Re Computation of Per Share Earnings (filed with this
            Report).

13.1        Portions of the Company's Annual Report to Stockholders for the
            fiscal year ended December 31, 1996 expressly incorporated herein by
            reference (filed with this Report).

21.1        Subsidiaries of the Registrant (filed with this Report).

23.1        Consent of Independent Accountants, regarding the Company's
            consolidated financial statements. 

27.1        Financial Data Schedule for the year ended December 31, 1996 (filed
            with this Report).
------------
</TABLE> 

(1) Incorporated by reference to the Exhibits filed with the Company's Annual
    Report on Form 10-K for the fiscal year ended December 31, 1991 (Commission
    File No. 0-14232).

(2) Incorporated by reference to the Exhibits filed with the Company's
    Registration Statement on Form S-1 and Amendments No. 1, No. 2, and No. 3
    thereto (Registration No. 33-3181).

(3) Incorporated by reference to the Exhibits filed with the Company's
    Registration Statement on Form S-1 and Amendment No. 1 thereto (Registration
    No. 33-12536).

(4) Incorporated by reference to the Exhibits filed with the Company's Annual
    Report on Form 10-K for the fiscal year ended December 31, 1987 (Commission
    File No. 0-14232).

(5) Incorporated by reference to the Exhibits filed with the Company's Annual
    Report on Form 10-K for the fiscal year ended December 31, 1988 (Commission
    File No. 0-14232).

(6) Incorporated by reference to the Exhibits filed with the Company's Annual
    Report on Form 10-K for the fiscal year ended December 31, 1989 (Commission
    File No. 0-14232).

(7) Incorporated by reference to the Exhibits filed with the Company's Annual
    Report on Form 10-K for the fiscal year ended December 31, 1992 (Commission
    File No. 0-14232).

                                      24

                                  
<PAGE>
 
(8)  Incorporated by reference to the Exhibits filed with the Company's Annual
     Report on Form 10-K for the fiscal year ended December 31, 1995 (Commission
     File No. 0-14232).

(9)  Incorporated by reference to the Exhibits filed with the Company's
     Quarterly Report on Form 10-Q for the quarterly period ended September 30,
     1996 (Commission File No. 0-14232).

(10) Incorporated by reference to the Exhibits filed with the Company's Annual
     Report on Form 10-K for the fiscal year ended December 31, 1994 (Commission
     File No. 0-14232).

(11) Incorporated by reference to the Exhibits filed with the Company's Annual
     Report on Form 10-K for the fiscal year ended December 31, 1990 (Commission
     File No. 0-14232).

(12) Incorporated by reference to the Exhibits filed with the Company's Annual
     Report on Form 10-K for the fiscal year ended December 31, 1993 (Commission
     File No. 0-14232).

(13) Management contract or compensatory plan or arrangement.

                                       25
<PAGE>
 
                   INDEX OF EXHIBITS FILED WITH THIS REPORT

<TABLE> 
<CAPTION> 

Number                               Document
--------------------------------------------------------------------------------
<S>    <C> 

10.9   Amendment to 401 Lease, dated December 23, 1996.

10.19  The United Kingdom Addendum to the Company's 1996 Equity Incentive
       Plan.(1)

10.20  Summary Description of the Company's Annual Executive Incentive
       Compensation Program.(1)

11.1   Statement Re Computation of Per Share Earnings.

13.1   Portions of the Company's Annual Report to Stockholders for the fiscal 
       year ended December 31, 1996 expressly incorporated herein by reference.

21.1   Subsidiaries of the Registrant.

23.1   Consent of Independent Accountants regarding the Company's consolidated 
       financial statements.

27.1   Financial Data Schedule for the year ended December 31, 1996.

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

(1)    Management contract or compensatory plan or arrangement.
</TABLE>