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

                               FORM 10-K/A No. 1

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

For the fiscal year ended April 30, 1998       Commission file number: 0-27694

                          SCB COMPUTER TECHNOLOGY, INC.
             (Exact name of Registrant as specified in its charter)

           Tennessee                                      62-1201561
(State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                     Identification Number)

1365 West Brierbrook Road
Memphis, Tennessee                                            38138
-------------------------------                       -------------------
(Address of principal executive                       (Zip Code)
offices)

       Registrant's telephone number, including area code: (901) 754-6577

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

           Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, $.01 par value per share
                     --------------------------------------
                                (Title of class)

         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
                                              ---     ---
              
         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 definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

         The aggregate market value of the voting stock held by non-affiliates
of the Registrant on July 22, 1998, was approximately $143,000,000. The market
value calculation was determined using the closing sale price of the
Registrant's common stock on July 22, 1998 ($10.125 per share), as reported on
The Nasdaq Stock Market's National Market.

          Shares of common stock, $.01 par value per share, outstanding on July
22, 1998 were 24,670,900.

                       DOCUMENTS INCORPORATED BY REFERENCE

Part of Form 10-K     Documents from which portions are incorporated by
                      reference

Part III              Portions of the Registrant's Proxy Statement
                      relating to the Registrant's Annual Meeting of
                      Shareholders currently scheduled to be held on
                      September 15, 1998, are incorporated by reference
                      into Items 10, 11, and 12.


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                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized, in Memphis, 
Tennessee, on July 30, 1998.

                                         SCB COMPUTER TECHNOLOGY, INC.


                                         By: /s/ Ben C. Bryant, Jr.
                                            -----------------------------------
                                               Ben C. Bryant, Jr., President
                                               and Chief Executive Officer






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                                  EXHIBIT INDEX



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<CAPTION>
       Exhibit
       Number                                         DESCRIPTION
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       <S>            <C>
         2.1          Agreement and Plan of Merger by and among SCB Computer
                      Technology, Inc., Delta Software Systems, Inc., Delta Acquisition,
                      Inc., and the shareholders of Delta Software Systems, Inc., dated as
                      of September 20, 1996, including Form of Indemnity and Escrow
                      Agreement (incorporated by reference to Exhibit 2 of the Company's
                      Current Report on Form 8-K, dated October 8, 1996).  (Schedules
                      and other exhibits have been omitted from this filing.  The Registrant
                      will furnish, as supplementary information, copies of the omitted
                      materials to the Securities and Exchange Commission upon request.)

         2.2          Asset Purchase Agreement, dated February 28, 1997, by and among
                      SCB Computer Technology, Inc., TMR Acquisition, Inc.,
                      Technology Management Resources, Inc., and the shareholders of
                      Technology Management Resources, Inc. (incorporated by reference
                      to Exhibit 2.2 of the Company's Registration Statement on Form S-3
                      (Registration No. 333-22869)).  (Schedules and other exhibits have
                      been omitted from this filing. The Registrant will furnish, as
                      supplementary information, copies of the omitted materials to the
                      Securities and Exchange Commission upon request.)

         2.3          Settlement Agreement and Release, dated as of December 30, 1997,
                      by and among the Company, Technology Management Resources,
                      Inc., a wholly-owned subsidiary of the Company, Marino Holdings,
                      Inc. (formerly Technology Management Resources, Inc.), Thomas
                      R. Marshall, and Thomas V. Ruffino (incorporated by reference to
                      Exhibit 2 to the Quarterly Report on Form 10-Q for the quarterly
                      period ended January 31, 1998).

         2.4          Stock Purchase Agreement by and among the Company and the
                      shareholders of Partners Capital Group, dated as of June 30, 1997
                      (incorporated by reference to Exhibit 2.1 of the Company's Current
                      Report on Form 8-K, dated July 24, 1997).  (Schedules and other
                      exhibits are omitted from this filing.  The Company will furnish, as
                      supplementary information, copies of the omitted materials to the
                      Securities and Exchange Commission upon request).

         2.5          Stock Purchase Agreement by and among the Company and the
                      shareholders of Partners Resources, Inc., dated as of June 30, 1997
                      (incorporated by reference to Exhibit 2.2 of the Company's Current
                      Report on Form 8-K, dated July 24, 1997). (Schedules and other
                      exhibits are omitted from this filing.  The Company will furnish, as
                      supplementary information, copies of the omitted materials to the
                      Securities and Exchange Commission upon request).

         4.1          Specimen Common Stock certificate (incorporated by reference to
                      Exhibit 4.1 to the Registration Statement on Form S-1 (Registration
                      No. 33-80707)).
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         <S>          <C> 
         4.2          Article 7 of the Registrant's Amended and Restated Charter
                      (included in Exhibit 3.1) (incorporated by reference to Exhibit 4.2 to
                      the Registration Statement on Form S-1 (Registration No. 33-
                      80707)).

         4.3          Articles of Amendment to the Amended and Restated Charter of the
                      Company (incorporated herein by reference to Exhibit 4.2 to
                      Registration Statement on Form S-8 (Registration No. 333-36971)).

        10.1          Employee Stock Ownership Plan and Trust (incorporated by
                      reference to Exhibit 10.1 to the Registration Statement on Form S-1
                      (Registration No. 33-80707)).

        10.2          1995 Stock Incentive Plan (incorporated by reference to Exhibit 10.2
                      to the Registration Statement on Form S-1 (Registration No. 33-
                      80707)).

        10.3          1997 Stock Incentive Plan (incorporated by reference to
                      Appendix I to the Company's definitive proxy statement
                      relating to the Annual Meeting of Shareholders held on
                      September 23, 1997).

        10.4          Form of Employment Agreements between the Company and each
                      of Messrs. T. Scott Cobb and Ben C. Bryant, Jr. (incorporated by
                      reference to Exhibit 10.3 to the Registration Statement on Form S-1
                      (Registration No. 33-80707)).

        10.5          Professional Services Agreement, dated as of December 1, 1990, by
                      and between the Company and the Metropolitan Government of
                      Nashville and Davidson County, acting by and through the Electric
                      Power Board of said Government (including Amendment)
                      (incorporated by reference to Exhibit 10.4 to the Registration
                      Statement on Form S-1 (Registration No. 33-80707)).

        10.6          Amended and Restated Loan Agreement dated as of March 12, 1998
                      among NationsBank of Tennessee, N.A., the Company, and certain
                      of its subsidiaries and form of promissory note.

         21           Subsidiaries of the Registrant.*

         23           Consent of Ernst & Young LLP*

         27           Financial Data Schedule (for SEC use only).*

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*previously filed


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