SECURITIES AND EXCHANGE COMMISSION 
                        Washington, DC 20549 

                               Form 10-Q 

(Mark One) 
 /X/ Quarterly report pursuant to Section 13 or 15(d) of the Securities 
Exchange Act of 1934 for the quarterly period ended June 30, 1997 
or 

 / / Transition report pursuant to Section 13 or 15(d) of the Securities 
Exchange Act of 1934 for the transition period from _______ to _______ . 


                                0-11521 
                       (Commission File Number) 
  

               SYSTEMS & COMPUTER TECHNOLOGY CORPORATION 
        (Exact name of registrant as specified in its charter) 


                Delaware                          23-1701520 
      (State or other jurisdiction            (I.R.S.  Employer 
           of incorporation)                  Identification No.) 


                     Great Valley Corporate Center 
                          4 Country View Road 
                     Malvern, Pennsylvania 19355 
               (Address of principal executive offices) 
 

Registrant's telephone number, including area code: (610) 647-5930 


 
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 the number of shares outstanding of each of the issuer's 
classes of common stock, as of the latest practicable date. 
      
16,289,975 Common shares, $.01 par value, as of August 6, 1997 




               Page 1 of 18 consecutively numbered pages 



<PAGE>


SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES 

INDEX 


PART I, UNAUDITED FINANCIAL INFORMATION
    
   Item 1.  Financial Statements 
 
     Condensed Consolidated Balance Sheets - 
        June 30, 1997 and September 30, 1996 

     Condensed Consolidated Statements of Operations - 
        Three Months Ended June 30, 1997 and 1996 

     Condensed Consolidated Statements of Operations - 
        Nine Months Ended June 30, 1997 and 1996 

     Condensed Consolidated Statements of Cash Flows - 
        Nine Months Ended June 30, 1997 and 1996 

     Notes to Condensed Consolidated Financial Statements 


   Item 2.  Management's Discussion and Analysis of 
     Operations and Financial Condition 
 

PART II, OTHER INFORMATION 
    
   Item 1.  Legal Proceedings 

   Item 6.  Exhibits and Reports on Form 8-K 

SIGNATURES 







<PAGE>







    









SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES 
CONDENSED CONSOLIDATED BALANCE SHEETS 
(in thousands, except per share amounts) 


                                               June 30,       September 30, 
                                                  1997            1996 
                                              (UNAUDITED)        (NOTE) 

ASSETS 

CURRENT ASSETS 
   Cash and cash equivalents                   $ 10,750        $ 12,303 
   Receivables, including $64,204 
      and $55,146 of earned revenues 
      in excess of billings, net of 
      allowance for doubtful accounts 
      of $2,609 and $1,590                      102,176          77,161 
   Prepaid expenses and other receivables        13,178          10,208 
                                               --------        -------- 
              TOTAL CURRENT ASSETS              126,104          99,672 
                
PROPERTY AND EQUIPMENT--net of 
   accumulated depreciation                      37,861          35,222 
                
CAPITALIZED COMPUTER SOFTWARE COSTS, 
   net of accumulated amortization               14,213          10,510 
                
COST IN EXCESS OF FAIR VALUE OF NET 
   ASSETS ACQUIRED, net of accumulated 
   amortization                                   8,275           8,740 
                
OTHER ASSETS AND DEFERRED CHARGES                 6,646           9,115 
                                               --------        -------- 
TOTAL ASSETS                                   $193,099        $163,259 
                                               ========        ======== 





 
<PAGE> 
 
















SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES 
CONDENSED CONSOLIDATED BALANCE SHEETS 
(in thousands, except per share amounts) 
 

                                                June 30,     September 30, 
                                                  1997            1996 
                                              (UNAUDITED)        (NOTE) 

LIABILITIES & STOCKHOLDERS' EQUITY 
 
CURRENT LIABILITIES 
   Accounts payable                            $  7,597        $  6,674 
   Current portion of long-term debt              7,385             200 
   Income taxes payable                             485             398 
   Accrued expenses                              23,657          12,358 
   Deferred revenue                              10,051          12,653 
                                               --------        -------- 
              TOTAL CURRENT LIABILITIES          49,175          32,283 

LONG-TERM DEBT, less current portion                750          31,590 
DEFERRED TAXES AND OTHER  
   LONG-TERM LIABILITIES                          2,960           2,590 
                
STOCKHOLDERS' EQUITY 
   Preferred stock, par value $.10 per 
      share--authorized 3,000 shares, 
      none issued 
   Common stock, par value $.01 per share-- 
      authorized 24,000 shares, issued 
      17,317 and 15,245 shares                      173             152 
   Capital in excess of par value                89,408          60,526 
   Retained earnings                             54,202          39,687 
                                               --------        -------- 
                                                143,783         100,365 
Less 
   Held in treasury, 1,151 common 
      shares--at cost                            (2,959)         (2,959) 
   Notes receivable from stockholders              (610)           (610) 
                                               --------        -------- 
                                                140,214          96,796 
                                               --------        -------- 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $193,099        $163,259 
                                               ========        ======== 


Note: The condensed consolidated balance sheet at September 30, 1996 has 
been derived from the audited financial statements at that date. 

See notes to condensed consolidated financial statements.





<PAGE>




SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS  (UNAUDITED) 
(in thousands, except per share amounts) 
 

                                              For the Three Months Ended 
                                                        June 30, 
                                                  1997            1996 

Revenues: 
 OnSite services                                $24,715         $22,068 
 Software sales                                  20,460          12,760 
 Maintenance and enhancements                    12,602          10,545 
 Software services                               17,156          10,703 
 Interest and other revenue                         161             240 
                                                -------         ------- 
                                                 75,094          56,316 

Expenses: 
 Cost of OnSite services                         20,056          18,196 
 Cost of software sales and 
    maintenance and enhancements                 11,556           9,825 
 Cost of software services                       14,199           9,206 
 Selling, general and administrative             18,608          13,343 
 Interest expense                                     0             637 
                                                -------         ------- 
                                                 64,419          51,207 

Income before income taxes                       10,675           5,109 

Provision for income taxes                        4,270           2,197 
                                                -------         -------
 
Net Income                                      $ 6,405         $ 2,912 
                                                =======         ======= 
 
Per common share: 
Net income 
   Primary                                       $ 0.39          $ 0.19 
   Fully diluted                                 $ 0.37          $ 0.19 
Common shares and equivalents outstanding 
   Primary                                       16,544          15,045 
   Fully diluted                                 17,355          17,130 





See notes to condensed consolidated financial statements. 






<PAGE> 




SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS  (UNAUDITED) 
(in thousands, except per share amounts) 
 

                                              For the Nine Months Ended 
                                                       June 30, 
                                                  1997            1996 

Revenues: 
 OnSite services                               $ 70,149        $ 62,079 
 Software sales                                  50,554          33,382 
 Maintenance and enhancements                    38,003          30,923 
 Software services                               43,899          29,917 
 Interest and other revenue                         406             590 
                                                -------         ------- 
                                                203,011         156,891 

Expenses: 
 Cost of OnSite services                         57,190          50,210 
 Cost of software sales and 
    maintenance and enhancements                 33,063          27,833 
 Cost of software services                       36,150          27,116 
 Selling, general and administrative             51,064          39,660 
 Interest expense                                 1,123           1,724 
                                                -------         ------- 
                                                178,590         146,543 

Income before income taxes                       24,421          10,348 

Provision for income taxes                        9,906           4,407 
                                                -------         -------
 
Net Income                                      $14,515         $ 5,941 
                                                =======         ======= 
 
Per common share: 
Net income 
   Primary                                       $ 0.95          $ 0.39 
   Fully diluted                                 $ 0.87          $ 0.39 
Common shares and equivalents outstanding 
   Primary                                       15,271          15,096 
   Fully diluted                                 17,293          15,096 




See notes to condensed consolidated financial statements. 








<PAGE>



SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  (UNAUDITED) 
(in thousands) 
                                               For the Nine Months Ended 
                                                        June 30, 
                                                  1997            1996 
 
OPERATING ACTIVITIES 
Net income                                      $14,515         $ 5,941 
Adjustments to reconcile net income to
   net cash provided by (used in)  
   operating activities: 
   Depreciation and amortization                  9,527           7,701 
   Provision for doubtful accounts                1,732             803 
   Changes in operating assets and 
      liabilities: 
      (Increase) in receivables                 (26,745)        (15,611) 
      (Increase) in other current assets, 
         principally prepaid expenses            (2,970)         (2,862) 
      Increase in accrued expenses               11,299           2,971 
      (Decrease) in deferred revenue             (2,602)         (9,084) 
      Other, net                                    620            (381)  
                                                --------        --------
NET CASH PROVIDED BY (USED IN) 
OPERATING ACTIVITIES                              5,376         (10,522) 
 
INVESTING ACTIVITIES 
Purchase of property and equipment               (7,297)         (7,455) 
Capitalized computer software costs              (5,633)         (5,408) 
Proceeds from sale or maturity of 
   investments available-for-sale                     0          13,504 
Purchase of subsidiary assets, net of 
   cash acquired                                      0            (657) 
                                                --------        --------
NET CASH (USED IN) INVESTING ACTIVITIES         (12,930)            (16) 

FINANCING ACTIVITIES
Principal payments on short-term debt            (1,700)         (1,600) 
Proceeds from borrowings                          7,700          12,100 
Repurchase and retirement of Company stock       (1,271)              0 
Proceeds from exercise of stock options           1,330             373 
Redemption of subordinated debentures 
   not converted                                    (58)              0 
                                                --------        -------- 
NET CASH PROVIDED BY FINANCING ACTIVITIES         6,001          10,873 

(DECREASE)INCREASE IN CASH & CASH EQUIVALENTS    (1,553)            335 
CASH & CASH EQUIVALENTS-BEGINNING OF PERIOD      12,303           1,602 
                                                --------        -------- 
CASH & CASH EQUIVALENTS-END OF PERIOD           $10,750         $ 1,937 
                                                ========        ======== 

SUPPLEMENTAL INFORMATION 
Noncash investing and financing actvities: 
Conversion of subordinated debentures 
   to common stock                              30,294                0 

See notes to condensed consolidated financial statements. 
<PAGE> 

SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (UNAUDITED) 
(in thousands, except per share amounts)

June 30, 1997 

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 1O-Q and Rule
10-01 of Regulation S-X.  Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.  In the opinion of management, all
adjustments (consisting only of normal recurring accruals) considered 
necessary for a fair presentation have been included.  For further 
information, refer to the consolidated financial statements and footnotes 
thereto included in the Company's Annual Report on Form 10-K for the year 
ended September 30, 1996.  Operating results for the three and nine-month
periods ended June 30, 1997 are not necessarily indicative of the results 
that may be expected for the year ending September 30, 1997. 


NOTE A--RECLASSIFICATION 

Certain prior year information has been reclassified to conform with
the current year format. 

NOTE B--CASH AND CASH EQUIVALENTS 

Cash equivalents--Cash equivalents are defined as short-term highly liquid
investments with a maturity of three months or less at the date of purchase. 

NOTE C--INCOME PER SHARE 

Primary income per share is computed using the weighted average number of
common shares outstanding, plus, to the extent dilutive, common stock
equivalents.  Fully diluted income per share is based on an increased
number of shares that would be outstanding assuming the exercise of stock
options when the Company's stock price at the end of the period is higher than
the average stock price within the respective period, plus to the extent
dilutive, the increased number of shares that would be outstanding, assuming 
conversion of the 6 1/4% convertible subordinated debentures at the
beginning of the period presented.  Net income used in the calculation of 
fully diluted income per share in each period presented is adjusted for 
interest expense (net of tax) on the convertible subordinated debentures. 
See Note F--New Accounting Standards. 

NOTE D--STOCK REPURCHASE 

In October 1996, the Company repurchased 185 shares of common stock at 
$15 per share, originally issued in the acquisition of Adage Systems
International, Inc. in June 1995.  The purchase of treasury stock reduced 
stockholders' equity.  All of these shares have subsequently been retired.   
Pursuant to the stock repurchase, the Company agreed to pay $1,271
immediately, and signed a note for $1,500 with amounts payable in October
1997 and 1998. 

NOTE E--BOND REDEMPTION 

On April 9, 1997, the Company called for redemption on May 9, 1997 all
of its outstanding 6 1/4% convertible subordinated debentures due September
1, 2003.  The Company issued 1,816 shares of common stock for the
conversion of bonds with a principal amount of $27.3 million.  The
Company redeemed bonds not converted with a principal, accrued interest, and
premium amount of $58.

NOTE F--NEW ACCOUNTING STANDARDS 

On October 1, 1996, the Company adopted Statement of Financial Accounting
Standards No.  121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of" (SFAS 121).  The Statement requires
impairment losses to be recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets' carrying amount.
SFAS 121 also addresses the accounting for long-lived assets that are expected
to be sold or discarded.  As the Company's accounting policies prior to the
adoption of SFAS 121 have provided for similar accounting treatment, the
effect of adoption was not material to the Company's financial condition or
results of operations. 

Also on October 1, 1996, the Company adopted Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation".  The Statement
requires that companies with stock-based compensation plans either recognize
compensation expense based on new fair-value accounting methods or continue 
to apply the provisions of Accounting Principles Board Opinion No.  25,
"Accounting for Stock Issued to Employees" and disclose in its annual  
financial statements pro forma net income and earnings per share assuming the
fair value method had been applied.  The Company has elected to adopt the
disclosure alternative, which will be presented in its year-end financial 
statements, and continue accounting for its stock-based compensation plans 
under the provisions of APB 25. 

In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, "Earnings Per Share" (SFAS 128), which is effective for periods
ending after December 15, 1997.  At that time, the Company will be required to
change the method currently used to compute earnings per share and to restate
all prior periods.  Under the new requirements primary earnings per share will
exclude the dilutive effect of stock options and fully diluted earnings per
share must include the dilutive effect of stock options even if the dilutive
effect is immaterial.  The impact is expected to result in an increase in
primary earnings per share for the nine months ended June 30, 1997 and 1996 of
$.05 and $.03 per share, respectively.  The impact of SFAS 128 on the
calculation of primary earnings per share for the quarters ended June 30, 1997
and 1996 and the calculation of fully diluted earnings per share for the these
quarters and the nine-month periods then ending is not expected to be
material.

NOTE G--OTHER 

Product development expenditures, including software maintenance
expenditures, for the nine months ended June 30, 1997 and 1996, were
approximately $18,890 and $15,085, respectively.  After capitalization
these amounts were approximately $13,257 and $9,677, respectively, and were
charged to operations as incurred.  For the same periods, amortization of
capitalized software costs amounted to $1,929 and $832, respectively. 


<PAGE> 



MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS AND FINANCIAL CONDITION 


The purpose of this section is to give interpretive guidance to the reader of
the financial statements.


RESULTS OF OPERATIONS 

The following table sets forth: (a) certain income statement items as a
percentage of total revenues and (b) for revenues, the percentage change
for each item from the prior year comparative period. 
 
                                 % of Total Revenues        % Change from 
                                                              Prior Year 
                                Three Mos.   Nine Mos.  Three Mos.  Nine Mos. 
                                  Ended        Ended      Ended      Ended 
                                 June 30,     June 30,   June 30,   June 30, 
                                1997  1996   1997  1996 
Revenues:
OnSite services                  33%   39%    35%   40%     12%        13% 
Software sales                   27%   23%    25%   21%     60%        51% 
Maintenance and enhancements     17%   19%    19%   20%     20%        23% 
Software services                23%   19%    21%   19%     60%        47% 
                                ----  ----   ----  ---- 
Total                           100%  100%   100%  100%     33%        29% 

Expenses: 
Cost of services, sales and  
   maintenance and enhancements  61%   66%    62%   67% 
Selling, general and 
   administrative                25%   24%    25%   25% 
Interest expense                  0%    1%     1%    1% 
Income before income taxes       14%    9%    12%    7% 



The following table sets forth the gross profit for each of the following
revenue categories as a percentage of revenue for each such category and the
total gross profit as a percentage of total revenue (excluding interest and
other revenue).  The Company does not separately present the cost of
maintenance and enhancements revenue as it is impracticable to separate such
cost from the cost of software sales and services. 

                                      Three Months          Nine Months 
                                          Ended                Ended 
                                        June 30,              June 30, 
                                      1997   1996           1997   1996 

Gross Profit:
   OnSite services                     19%    18%            18%    19% 
   Software sales and maintenance 
      and enhancements                 65%    58%            63%    57% 
   Software services                   17%    14%            18%     9% 
                                       ---    ---            ---    --- 
   Total                               39%    34%            38%    33% 

<PAGE>


Revenues 
The 12% and 13% increases in OnSite services revenues in the third quarter and
first nine months of fiscal year 1997 are primarily the result of (1)
increases in outsourcing services provided to the City of Indianapolis and
MediaOne (formerly Continental Cablevision, Inc.), (2) first quarter contracts
with the University of Memphis and Norshipco and (3) new contracts signed in
the third quarter including the University of Montevallo.  These increases
were partially offset by decreased revenues compared to the prior year periods
resulting from contracts which ended during the period. 

Software sales increased 60% in the third quarter of fiscal year 1997 compared
with the third quarter of fiscal year 1996 due primarily to increased licenses
of ADAGE Enterprise Resource Planning (ERP) software to the manufacturing
market and BANNER software licenses to the higher education market.  Software
sales increased 51% in the first nine months of fiscal year 1997 compared with
the corresponding period in fiscal year 1996 due primarily to increased
licenses of ADAGE ERP software in the second and third quarters, increased
BANNER software licenses to the higher education market during the third
quarter, and increased licenses of BANNER Customer Information System (CIS)
software to the utility market in the first and second quarters of fiscal year
1997.  

The 20% and 23% increases in maintenance and enhancements revenues in the
third quarter and first nine months of fiscal year 1997 are the result of the
growing installed base of clients primarily in the higher education market and
the utility marketplace.  In addition, the Company continues to experience a
high annual renewal rate on maintenance contracts. 

Software services revenue increased 60% and 47% in the third quarter and first
nine months of fiscal year 1997, compared with the corresponding periods of
fiscal year 1996, primarily as the result of increases in implementations and
integration services in the U.S. and international utility markets and the
higher education market and increases in ADAGE ERP implementations and support
services to the manufacturing market.  


Gross Profit  
Gross profit increased as a percentage of total revenue (excluding interest
and other revenue) from 34% to 39% for the third quarter of fiscal year 1997
and from 33% to 38% for the first nine months of fiscal year 1997 as compared
with the respective periods in the prior fiscal year.  The increase in the
software sales and maintenance and enhancements gross profit was the result of
significant growth in license fee revenue.  The software services margin
increased primarily as a result of increases in the utility business gross
margin. In the first nine months of fiscal year 1996, the cost of software
services reflected increased expenditures in the utility business. In the
second quarter of fiscal year 1996, the Company recorded a contract loss
provision of $1.25 million to reflect the cost of satisfying certain
obligations relating to the CIS product for U.S. utilities.  These obligations
were satisfied in the first quarter of fiscal year 1997.  The increases in
gross profit for the three and nine-month periods ended June 30, 1997 were
offset by decreases in the international utility business where additional
costs were incurred in the third quarter as a result of contract delays and
overruns. 


Seasonality 
Certain factors have resulted in quarterly fluctuations in operating results,
including variability of software license fee revenues, seasonal patterns of
capital spending by clients, the timing and receipt of orders, competition,
pricing, new product introductions by the Company or its competitors, levels
of market acceptance for new products, and general economic and political
conditions.  While the Company has historically generated a greater portion of
license fees in total revenue in the last two fiscal quarters, the
non-seasonal factors cited above may have a greater effect than seasonality on
the Company's results of operations.   



LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL POSITION 

The Company's cash and cash equivalents balance was $10.8 million and $12.3
million at June 30, 1997 and September 30, 1996, respectively.  

Cash provided by operating activities was $5.3 million for the first nine
months of fiscal year 1997 compared to cash used of $10.5 million for the
prior-year period.  Operating cash flows have increased primarily due to an
increase in income before depreciation and amortization.  Additionally,
increases in other accrued expenses are primarily the result of employee
related accruals and increases in client equipment purchase obligations
resulting from OnSite services contracts.  The increases in accounts
receivable at June 30, 1997 compared to September 30, 1996 balances are due to
increases in revenues and the timing of billings on the Company's software
services contracts and software licenses.  
  
The Company provides OnSite services and software-related services, including
systems implementation and integration services.  Contract fees from OnSite
services are typically based on multi-year contracts ranging from five to 10
years and provide a recurring revenue stream throughout the term of the
contract.  Software services contracts usually have shorter terms than OnSite
services contracts, and billings are sometimes milestone based.  During the
beginning of a typical OnSite services contract, services are performed and
expenses are incurred by the Company at a greater rate than in the later part
of the contract.  Billings usually remain constant during the term of the
contract and, in some cases, when a contract term is extended, the billing
period is also extended over the new life of the contract.  Revenue is usually
recognized as work is performed.  The resulting excess of revenues over
billings is reflected on the Company's Consolidated Balance Sheet as unbilled
accounts receivable.  As an OnSite contract proceeds, services are performed
and expenses are incurred at a lesser rate, resulting in billings exceeding
revenue recognized, which causes a decrease in the unbilled accounts
receivable, as will the achievement of a milestone in a software services
contract. 

During the first nine months of fiscal year 1997, the Company's primary use of
$12.9 million cash for investing activities was the purchase of equipment and
capitalization of newly developed software.  During the first nine months of
fiscal year 1996, the uses of cash for equipment purchases and software
capitalization were largely offset by the proceeds from the sale or maturity
of available-for-sale investments. 

The Company signed a long-term lease agreement in May 1997 for a new office
building in its Malvern campus.  The Company anticipates that it will begin to
incur fit-up and remodeling costs in approximately the second quarter of
fiscal year 1998 and rent payments should begin shortly thereafter.  Fiscal
year 1997 capitalized software expenditures are expected to remain at
approximately the same level as fiscal year 1996 expenditures.  Although there
has been a reduction in the capitalization of costs related to ADAGE ERP
software, a major version of which was completed and released in November
1996, these reductions should be offset by increases in the capitalization of
costs related to the continual development of Banner products, particularly
higher education software. 

Financing activities provided cash of $6.0 million and $10.9 million at June
30, 1997 and 1996, respectively.  During the first nine months of fiscal year
1997, cash was primarily provided by borrowings on the Company's senior
revolving credit facility.  This was offset by cash used to repurchase and
subsequently retire 185 thousand shares of stock originally issued in
connection with the purchase of Adage Systems International, Inc. in June
1995.  Pursuant to the stock repurchase, the Company signed a note for $1.5
million with amounts payable in October 1997 and 1998.  Similarly, cash was
primarily provided during the first nine months of fiscal year 1996 by
borrowings on the Company's credit facility. 

On April 9, 1997, the Company announced that it called for redemption all of
its outstanding 6 1/4% convertible subordinated debentures due September 1,
2003.  The redemption date was May 9, 1997.  Of the $27.3 million principal
amount of debentures outstanding at April 8, 1997, all but $55 thousand were
converted into shares of the Company's common stock.  This resulted in the
issuance of 1,816 thousand shares of common stock.   

The Company has a senior revolving credit facility, available for general
corporate purposes, which was renegotiated during the quarter ended June 30,
1997.  The amended agreement provides for a permanent increase in the amount
of the revolving credit to $30 million.  The credit facility agreement expires
in June 1999 with optional annual extensions.  As long as borrowings are
outstanding and as a condition precedent to new borrowings, the Company must
comply with certain covenants, and the Company is prohibited from paying any
dividends other than stock dividends.  At June 30, 1997 $6.2 million was
outstanding.  The Company repaid these amounts in July 1997 using cash
provided by operations. 

The Company believes that its cash and cash equivalents, cash provided by
operations, and borrowing arrangements should satisfy its needs for the
foreseeable future. 


Contingencies 
A purported class action complaint was filed against the Company and certain
of its officers and directors on October 4, 1995.  The plaintiff filed an
amended complaint on November 28, 1995.  The amended complaint alleged
violations of certain disclosure and related provisions of the Federal
Securities Laws.  The amended complaint sought damages in unspecified amounts
as well as equitable relief.  In April 1996, the Company's motion to dismiss
the amended complaint was granted in part and denied in part.  On February 3,
1997, the plaintiff filed a Second Amended Complaint alleging violations of
certain disclosure and related provisions of the Federal Securities Laws and
negligent misrepresentation.  On February 18, 1997, the Company filed a motion
to dismiss the plaintiff's Second Amended Complaint, which motion is presently
pending before the Court.  Management believes the claims in the Second
Amended Complaint are without merit and intends to contest the allegations
vigorously.  While management, based on its investigation to date, believes
that resolution of this action will not have a materially adverse effect on
the Company's consolidated financial position, the ultimate outcome of this
matter cannot presently be determined. 


New Accounting Standards 
On October 1, 1996, the Company adopted Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of" (SFAS 121).  The Statement requires
impairment losses to be recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets' carrying amount.
SFAS 121 also addresses the accounting for long-lived assets that are expected
to be sold or discarded.  As the Company's accounting policies prior to the
adoption of SFAS 121 have provided for similar accounting treatment, the
effect of adoption was not material to the Company's financial condition or
results of operations. 

Also on October 1, 1996, the Company adopted Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation".  The Statement
requires that companies with stock-based compensation plans either recognize
compensation expense based on new fair-value accounting methods or continue to
apply the provisions of Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" and disclose in its annual
financial statements pro forma net income and earnings per share assuming the
fair value method had been applied.  The Company has elected to adopt the
disclosure alternative, which will be presented in its year-end financial
statements, and continue accounting for its stock-based compensation plans
under the provisions of APB 25. 

In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, "Earnings Per Share" (SFAS 128), which is effective for periods
ending after December 15, 1997.  At that time, the Company will be required to
change the method currently used to compute earnings per share and to restate
all prior periods.  Under the new requirements primary earnings per share will
exclude the dilutive effect of stock options and fully diluted earnings per
share must include the dilutive effect of stock options even if the dilutive
effect is immaterial.  The impact of FAS 128 on the calculation of primary and
fully diluted earnings per share is not expected to be material. 


Cautionary Statement 
The matters discussed herein and elsewhere that are forward-looking statements
including statements concerning the Company's or management's intentions,
beliefs, expectations or predictions for the future, are based on current
management expectations that involve risks and uncertainties which could cause
actual results to differ materially from those anticipated.  Potential risks
and uncertainties that could affect the Company's future operating results
include without limitation, the effect of publicity on demand for the
Company's products and services, general economic conditions, the Company's
ability to attract and retain highly skilled technical, managerial, sales and
marketing personnel, continued market acceptance of the Company's products and
services, the timing of the receipt of software licenses, the timing of
services contracts and renewals, the timing and complexity of large
transactions, continued competitive and pricing pressures in the marketplace,
the Company's ability to develop and market new and updated products and
enhancements cost effectively and on a timely basis, and the Company's ability
to complete fixed-price contracts profitably. The Company is investing in the
development of new products and in improvements to existing products; however,
software development is a complex and creative process that can be difficult
to accurately schedule and predict.  

Since a significant part of the Company's business results from software
licensing, the Company's business is characterized by a high degree of
operating leverage.  The Company's expense levels are based, in significant
part, on the Company's expectations as to future revenues and are therefore
relatively fixed in the short term.  If software licensing revenues do not
meet expectations, net income is likely to be disproportionately adversely
affected.  There can be no assurance that the Company will be able to increase
or even maintain its current level of profitability on a quarterly or annual
basis in the future. It is therefore possible that in one or more future
quarters the Company's operating results will be below expectations.  In such
event, the price of the Company's common stock could be adversely affected. 


<PAGE> 





















































SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES 

PART II 


Item 1.  Legal Proceedings 

On October 4, 1995, John J. Wallace filed a purported class action lawsuit in
the United States District Court for the Eastern District of Pennsylvania
against the Company; Michael J. Emmi, Chairman of the Board, President and
Chief Executive Officer of the Company; Michael D. Chamberlain, Senior Vice
President and a director of the Company; and Eric Haskell, Senior Vice
President, Finance and Administration, Treasurer and Chief Financial Officer
of the Company.  The plaintiff filed an amended complaint on November 28,
1995.  The amended complaint alleged that the defendants violated sections 10
(b) and 20 (a) of the Securities Exchange Act of 1934 and Rule 10b-5
promulgated thereunder by making misstatements and omissions regarding the
Company's financial performance in the second half of fiscal year 1995.  The
class period alleged is from June 5, 1995 through October 2, 1995.  The
amended complaint seeks damages in unspecified amounts as well as equitable
relief.   

In April 1996, the Company's Motion to Dismiss the Amended Complaint was
granted in part and denied in part.  On February 3, 1997, the
plaintiff filed a Second Amended Complaint alleging violations of
certain disclosure and related provisions of the Federal Securities
Laws and negligent misrepresentation.  On February 18, 1997, the
Company filed a motion to dismiss the plaintiff's Second Amended
Complaint, which motion is presently pending before the Court.  Management
believes the claims in the Second Amended Complaint are without merit and 
intends to contest the allegations vigorously.  While management, based on
its investigation to date, believes that resolution of this action will not
have a materially adverse effect on the Company's consolidated financial
position, the ultimate outcome of this matter cannot be presently determined. 


Item 6(a).  Exhibits 

Exhibit 10.1 -- Amendment and Modification to Credit Agreement dated as of
April 8, 1997 among Registrant and SCT Software & Resource Management
Corporation as Borrowers and Mellon Bank, N.A. 

Exhibit 10.2 -- Second Amendment and Modification to Credit Agreement dated 
as of April 8, 1997 among Registrant and SCT Software & Resource Management
Corporation as Borrowers and Mellon Bank, N.A. 

Exhibit 10.3 -- Third Amendment and Modification to Credit Agreement dated 
as of June 4, 1997 among Registrant and SCT Software & Resource Management
Corporation as Borrowers and Mellon Bank, N.A. 

Exhibit 11 -- Statement re:  Computation of Per Share Earnings

Exhibit 27 -- Financial Data Schedule


Item 6(b).  Reports on Form 8-K 
 
The registrant filed a current report on Form 8-K dated April 9, 1997.  Under
Item 5, the registrant gave notice that it elected to redeem and will redeem
on May 9, 1997 all of its outstanding, authenticated and registered 6 1/4 %
Convertible Subordinated Debentures Due 2003.  As of April 8, 1997, the
principal amount of Debentures outstanding was $27,295. 




<PAGE> 
                                                             




















































SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES 



SIGNATURES 


Pursuant to the requirements 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. 


                          SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
                                        (Registrant) 


Date: 08/14/97                 /s/ Eric Haskell 
                          ________________________________ 
                           


                          Eric Haskell 
                          Senior Vice President, Finance and Administration, 
                          Treasurer and Chief Financial Officer