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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                FORM 10-K/A NO. 1

 (Mark One)

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

          For the fiscal year ended April 30, 1999

                                       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 0-27694


                          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 No.)

                            1365 West Brierbrook Road
                            Memphis, Tennessee 38138
                    (Address of principal executive 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


     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. [X]

     At July 23, 1999, there were 24,711,965 outstanding shares of common stock.
At such date, the aggregate market value of the shares of common stock held by
non-affiliates of the registrant, based on the closing sale price of $5.375 per
share as reported on the Nasdaq Stock Market, was approximately $79,950,324.

                       DOCUMENTS INCORPORATED BY REFERENCE

<TABLE>
<CAPTION>
                                                                         Part of Form 10-K
                  Documents Incorporated                              Into Which Incorporated
                  ----------------------                              -----------------------
<S>                                                                  <C>
Certain portions of the 1999 Annual Report to Shareholders           Part II-Items 6, 7 and 8
                                                                     Part IV-Item 14(a)(1)
Certain portions of the Proxy Statement for the 1999 Annual
Meeting of Shareholders                                              Part III-Items 10-12
</TABLE>


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                                     PART I

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

       No matter was submitted to a vote of security holders during the fiscal
quarter ended April 30, 1999.

                                     PART IV

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

(b)      Reports on Form 8-K

       The Company did not file a Current Report on Form 8-K during the fiscal
quarter ended April 30, 1999.






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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 report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                             SCB COMPUTER TECHNOLOGY, INC.



                                             By: Gordon L. Bateman
                                                --------------------------------
                                                 Gordon L. Bateman
                                                 Chief Administrative Officer

Date:   August 6, 1999










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