SECURITIES AND EXCHANGE COMMISSION  
                        Washington, DC 20549  

                               Form 10-Q/A  

(Mark One)  
 /X/ Quarterly report pursuant to Section 13 or 15(d) of the Securities  
Exchange Act of 1934 for the quarterly period ended December 31, 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.  
       
16,663,358 Common shares, $.01 par value, as of February 4, 1998  



               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 -  
        December 31, 1997 and September 30, 1997  

     Condensed Consolidated Statements of Operations -  
        Three Months Ended December 31, 1997 and 1996  

     Condensed Consolidated Statements of Cash Flows -  
        Three Months Ended December 31, 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)  


                                             December 31,     September 30,  
                                                  1997            1997  
                                              (UNAUDITED)        (NOTE)  

ASSETS  

CURRENT ASSETS  
   Cash and cash equivalents                   $ 31,744        $ 29,809  
   Short-term investments, including 
      accrued interest of $854                   69,952              --  
   Receivables, including $56,029  
      and $59,311 of earned revenues  
      in excess of billings, net of  
      allowance for doubtful accounts  
      of $4,760 and $4,098                      104,114         100,543   
   Prepaid expenses and other receivables         9,057           8,473  
                                               --------        --------  
              TOTAL CURRENT ASSETS              214,867         138,825  
                 
PROPERTY AND EQUIPMENT--net of  
   accumulated depreciation                      40,918          40,710  
                 
CAPITALIZED COMPUTER SOFTWARE COSTS,  
   net of accumulated amortization               15,564          15,167  
                 
COST IN EXCESS OF FAIR VALUE OF NET  
   ASSETS ACQUIRED, net of accumulated  
   amortization                                   7,894           8,121  
                 
OTHER ASSETS AND DEFERRED CHARGES                 9,213           6,881  
                                               --------        --------  
TOTAL ASSETS                                   $288,456        $209,704  
                                               ========        ========  









  
 <PAGE> 
  










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

                                              December 31,    September 30,  
                                                  1997            1997  
                                              (UNAUDITED)        (NOTE)  

LIABILITIES & STOCKHOLDERS' EQUITY  
  
CURRENT LIABILITIES  
   Accounts payable                            $  7,164        $ 10,023  
   Current portion of long-term debt                730           1,225  
   Income taxes payable                           4,957           5,000  
   Accrued expenses                              24,024          22,649  
   Deferred revenue                              14,529          16,711  
                                               --------        --------  
              TOTAL CURRENT LIABILITIES          51,404          55,608  

LONG-TERM DEBT, net of current portion           76,912           2,549  
DEFERRED TAXES AND OTHER   
   LONG-TERM LIABILITIES                          1,231           1,122  
                 
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  
      17,770 and 17,573 shares                      178             176  
   Capital in excess of par value                93,277          91,240  
   Retained earnings                             69,023          62,578  
                                               --------        --------  
                                                162,478         153,994  
Less  
   Held in treasury, 1,151 common  
      shares--at cost                            (2,959)         (2,959)  
   Notes receivable from stockholders              (610)           (610)  
                                               --------        --------  
                                                158,909         150,425  
                                               --------        --------  
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $288,456        $209,704  
                                               ========        ========  


Note: The condensed consolidated balance sheet at September 30, 1997 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  
                                                     December 31,  
                                                  1997            1996  

Revenues:  
 OnSite services                                $27,600         $21,529  
 Software sales                                  21,851          14,730  
 Maintenance and enhancements                    14,346          12,011  
 Software services                               21,604          12,135  
 Interest and other revenue                       1,880             127  
                                                -------         -------  
                                                 87,281          60,532  

Expenses:  
 Cost of OnSite services                         22,724          17,665  
 Cost of software sales and  
    maintenance and enhancements                 12,705          10,376  
 Cost of software services                       17,204          10,071  
 Selling, general and administrative             22,902          15,834  
 Interest expense                                   820             583  
                                                -------         -------  
                                                 76,355          54,529  

Income before income taxes                       10,926           6,003  

Provision for income taxes                        4,481           2,461  
                                                -------         ------- 
  
Net Income                                      $ 6,445         $ 3,542  
                                                =======         =======  
  
Per common share:  
Net income  
   Earnings per common share                     $ 0.39          $ 0.25  
   Earnings per share assuming dilution          $ 0.36          $ 0.23  
Common shares and equivalents outstanding   
   Common shares                                 16,549          13,953  
   Common shares - assuming dilution             17,952          16,625  





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 Three Months Ended  
                                                      December 31,  
                                                  1997            1996  
  
OPERATING ACTIVITIES  
Net income                                      $ 6,445         $ 3,542  
Adjustments to reconcile net income to 
   net cash provided by operating   
   activities:  
   Depreciation and amortization                  3,638           3,119  
   Changes in operating assets and  
      liabilities:  
      (Increase) in receivables                  (4,660)         (6,916)  
      (Increase) decrease in other 
         current assets                            (584)          1,712  
      (Decrease) in accounts payable             (2,859)         (2,177)  
      Increase in other accrued expenses  
         and liabilities                          1,375           1,318  
      (Decrease) in deferred revenue             (2,196)           (904)  
      Other, net                                    168             630  
                                                --------        -------- 
NET CASH PROVIDED BY OPERATING  
   ACTIVITIES                                     1,327             324  
  
INVESTING ACTIVITIES  
Purchase of property and equipment               (1,913)         (1,700)  
Capitalized computer software costs              (1,553)         (1,509)  
Purchase of investments  
   available-for-sale                           (69,412)             --  
                                               --------        -------- 
NET CASH (USED IN) INVESTING  
   ACTIVITIES                                   (72,878)         (3,209)  

FINANCING ACTIVITIES 
Principal payments on short-term debt            (1,250)           (160)  
Proceeds from borrowings, net of 
   issuance costs                                72,681              --  
Repurchase and retirement of Company stock           --          (1,271)  
Proceeds from exercise of stock options           2,055              87  
                                                --------        --------  
NET CASH PROVIDED BY (USED IN)  
FINANCING ACTIVITIES                             73,486          (1,344)  

INCREASE(DECREASE) IN CASH & CASH EQUIVALENTS     1,935          (4,229)  
CASH & CASH EQUIVALENTS-BEGINNING OF PERIOD      29,809          12,303  
                                                --------        --------  
CASH & CASH EQUIVALENTS-END OF PERIOD           $31,744         $ 8,074  
                                                ========        ========  


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) 

December 31, 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, 1997.  Operating results for the three-month period ended 
December 31, 1997 are not necessarily indicative of the results that may be 
expected for the year ending September 30, 1998.  



NOTE B--CASH AND SHORT-TERM INVESTMENTS  

Cash Equivalents: Cash and equivalents are defined as highly liquid 
investments with a maturity of three months or less at the date of purchase.  

Short-Term Investments: Short-term investments consist of commercial paper,
municipal debt securities, and corporate obligations.  Management determines
the appropriate classification of debt securities at the time of purchase.  At
December 31, 1997, the Company has classified all securities as
available-for-sale.  The available-for-sale portfolio is comprised of highly
liquid investments available for current operations and general corporate
purposes and, accordingly, is classified as short-term investments.
Available-for-sale securities are stated at fair value.  

  
Short-term investments at December 31, 1997 are comprised of:  

State and municipal securities              $23,465  
Corporate securities                         45,633  
                                            -------  
                                            $69,098  


The contractual maturities of short-term investments held at December 31, 1997
are:  

Due in one year or less                     $56,445  
Due after one year through three years       12,653  
                                            -------  
                                            $69,098  


During the quarter ended December 31, 1997, there were no gross realized 
gains or losses on sales of available-for-sale securities.  




NOTE C--LONG-TERM DEBT 

On October 22, 1997, the Company issued $65,000 of convertible subordinated 
debentures bearing interest at 5% and maturing on October 15, 2004.  On 
November 6, 1997, pursuant to an underwriters' option, the Company issued an 
additional $9,750 of convertible debentures. The debentures are convertible 
into common stock of the Company at any time prior to redemption or maturity 
at a conversion price of $52.75 per share, subject to change as defined in
the Trust Indenture. The debentures are redeemable at any time after October 
15, 2000 at prices decreasing from 102.5% of the principal amount to par on 
October 15, 2003.    


NOTE D--EARNINGS PER SHARE  

The Company adopted Statement of Financial Accounting Standards No. 128, 
"Earnings Per Share" (SFAS 128), for the three-month period ended December 31,
1997.  As a result the Company changed the method used to compute 
earnings per share and restated the prior period presented.  Under the new 
requirements, basic earnings per share excludes the dilutive effect of stock 
options and diluted earnings per share must include the dilutive effect of 
stock options even if the dilutive effect is immaterial.  A reconciliation of 
the numerators and the denominators of the basic and diluted per share 
calculations follow:  
                                              For the three months ended 
                                                      December 31, 
                                                  1997            1996 
Numerator: 
    Net Income available to common 
       stockholders, used for basic 
       earnings per share                        $6,445          $3,542 

    Effect of dilutive securities: 
        6 1/4% convertible debentures                --             311 
                                                 ------          ------ 
    Net income available to common  
       stockholders after assumed 
       conversions                               $6,445          $3,853 

Denominator: 
    Denominator for earnings per common 
    Stockholder-weighted average shares          16,549          13,953 
                                                 ======          ====== 
    Effect of dilutive securities: 
       Employee stock options                     1,403             587 
       6 1/4% convertible debentures                              2,085 
                                                 ------          ------ 
    Dilutive potential common shares              1,403           2,672 

    Denominator for earnings per 
    share, assuming dilution                     17,952          16,625 
                                                 ======          ====== 
Earnings per common share                         $0.39           $0.25 
                                                  =====           ===== 
Earnings per share - assuming 
   dilution                                       $0.36           $0.23 
                                                  =====           ===== 




NOTE E--OTHER  

Product development expenditures, including software maintenance 
expenditures, for the three months ended December 31, 1997 and 1996, were 
approximately $8,291 and $5,847, respectively.  After capitalization these 
amounts were approximately $6,738 and $4,338, respectively, and were charged 
to operations as incurred.  For the same periods, amortization of capitalized 
software costs amounted to $1,157 and $658, 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 Months Ended  
                                     December 31,  
                                    1997     1996 

Revenues:  
OnSite services                      32%      36%                28%  
Software sales                       25%      24%                48%  
Maintenance and enhancements         16%      20%                19% 
Software services                    25%      20%                78%  
Interest and other revenue            2%       0%              1380%  
                                    -----    -----              ----- 
Total                               100%     100%                44%  
  
Expenses:  
Cost of services, sales and   
   maintenance and enhancements      60%      63%                38%  
Selling, general and  
   administrative                    26%      26%                45%  
Interest expense                      1%       1%                41%  
Income before income taxes           13%      10%                82%  





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 Ended  
                                          December 31,  
                                         1997     1996  
Gross Profit: 
   OnSite services                        18%      18%  
   Software sales and maintenance 
      and enhancements                    65%      61%  
   Software services                      20%      17%  
                                         ----     ----  
   Total                                  38%      37%  

<PAGE> 

Revenues  
Growth in OnSite services revenue largely results from significant contract 
signings.  The 28% increase in OnSite services revenue in the three month 
period ended December 31, 1997 compared with the prior year period was 
primarily the result of (1) contracts signed after the first quarter of
fiscal year 1997 including Agrilink Foods and the City of Anaheim,  
(2) increases in outsourcing services provided to the City of Indianapolis 
and, (3) first quarter fiscal year 1998 contract signings with Texas Southern
University and Nashville Electric Service. 

Software sales increased 48% in the first quarter of fiscal year 1998
compared to the first quarter of fiscal year 1997 due primarily to increased 
BANNER software licenses to the higher education market and increased
licenses of ADAGE Enterprise Resource Planning (ERP) software to the 
manufacturing market. 

The 19% increase in maintenance and enhancements revenue in the first quarter 
of fiscal year 1998 is the result of the growing installed base of clients in 
the higher education marketplace.  In addition, the Company continues to 
experience a high annual renewal rate on existing maintenance contracts.    

Software services revenue increased 78% in the first quarter of fiscal year 
1998 compared to the first quarter of fiscal year 1997 as the result of 
increases in ADAGE ERP implementation and support services to the 
manufacturing market and implementation and integration services in the 
utility and higher education markets.  These increases were offset by 
decreases, compared to the prior-year period, in services provided to the 
international utility market.  

The increase in interest and other revenue in the first quarter of fiscal
year 1998 is attributable to increased interest revenue resulting from the 
increased cash and short-term investments balance at December 31, 1997 and 
to a $695,000 gain on the sale of an inactive product line.  

Gross Profit  
Gross profit increased as a percentage of total revenue (excluding interest 
and other revenue) from 37% in the first quarter of fiscal year 1997 to 38% 
for the first quarter of fiscal year 1998.  The increase in the software 
sales and maintenance and enhancements gross profit was primarily the result 
of growth in license fee revenue in the higher education market.  This growth 
was partially offset by a decrease in the gross profit margin in the 
manufacturing market where the license fee mix included more third party 
licenses resulting in lower profit margin in the first quarter of fiscal year 
1998 than in 1997.  The software services margin increased primarily as a 
result of increases in the utility and manufacturing businesses' gross 
margin. The increases in software services' gross profit for the year were 
partially offset by decreases in the international utility gross profit, 
where additional costs were incurred in the first quarter of fiscal year 1998 
resulting from contract delays and cost overruns.  The Company is continuing 
to focus on installation and systems integration services in each of its 
markets.  These services have historically resulted in a decreased profit 
margin when compared to a revenue mix with a higher percentage of license 
fees. 


LIQUIDITY, CAPITAL RESOURCES, AND FINANCIAL POSITION  

On October 22, 1997, the Company issued $65 million of convertible 
subordinated debentures bearing interest at 5% and maturing on October 15, 
2004.  On November 6, 1997, pursuant to an underwriters' option, the Company 
issued an additional $9.75 million of convertible debentures.  The debentures 
are convertible into common stock of the Company at any time prior to 
redemption or maturity at a conversion price of $52.75 per share, subject to 
change as defined in the Trust Indenture.  The debentures are redeemable at 
any time after October 15, 2000 at prices decreasing from 102.5% of the 
principal amount to par on October 15, 2003.  

The Company's cash and cash equivalents balance was $31.7 million and $29.8 
million at December 31, 1997 and September 30, 1997, respectively; and the 
short-term investments balance increased to $70.0 million at December 31, 
1997 as a result of the first quarter 1998 debenture offering.  

Cash provided by operating activities was $1.3 million for the first quarter 
of fiscal year 1998 compared with $324,000 for the first quarter of fiscal 
year 1997.  The increase in cash provided by operations for 1998 reflects the 
increase in net income for the first quarter of fiscal year 1998 and 
correspondingly smaller increases in accounts receivable for the first
quarter of 1998.  Cash provided by operations was off-set in the first 
quarter of 1998 by increases in other current assets and decreased deferred 
revenue balances.  The increases in accounts receivable at December 31, 1997 
compared to September 30, 1997 balances are due to increases in revenues and 
the timing of billings on the Company's software services contracts and 
software licenses.  The decrease in deferred revenue at December 31, 1997 
compared with September 30, 1997 is the result of annual scheduled billings 
on software maintenance contracts that increase the deferred revenue balance 
in the fourth quarter and are recognized as revenue over the period of 
service. 

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, including systems implementation and 
integration services, usually have shorter terms than OnSite services 
contracts, and billings are sometimes milestone based.  During the beginning 
of a typical 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 a services 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.  

Cash used in investing activities was $72.9 million for the first quarter of 
fiscal year 1998 compared with $3.2 million for the first quarter of fiscal 
year 1997.  The Company's primary use of cash for investing activities was
the purchase of investments available-for-sale of $70.9 million from the 
proceeds of the bond offering during the quarter.   

The Company signed a long-term lease agreement in May 1997 for a new office 
building at its Malvern campus.  The Company will begin to incur fit-up and 
remodeling costs in the second quarter of fiscal year 1998 with rent payments 
beginning shortly thereafter.  Fiscal year 1998 total product development 
expenditures are expected to increase in proportion to growth in revenues.  

Cash provided by financing activities increased $74.8 million from September 
30, 1997 to December 31, 1997.  The increase is primarily the result of the 
proceeds from the bond offering of $75.8 million.  Additionally, cash was 
provided by the exercise of stock options by the Company's employees.  

The Company has a $30 million senior revolving credit facility available for 
general corporate purposes.  The credit facility agreement expires in June 
1999 with optional annual renewals.  As long as borrowings are outstanding, 
and as a condition precedent to new borrowings, the Company must comply with 
certain covenants established in the agreement.  Under the covenants, the 
Company is required to maintain certain financial ratios and other financial 
conditions.  The covenants allow the Company to pay non-stock dividends, 
repurchase capital stock, and make distributions of assets to shareholders as 
long as the aggregate amount does not exceed $5 million in any fiscal year. 
There were no borrowings outstanding at December 31, 1997.  

The Company believes that its cash and cash equivalents, short-term 
investments, and borrowing arrangements together with net cash provided by 
operations should satisfy its financing needs for the foreseeable future.  

The Company adopted Statement of Financial Accounting Standards No. 128, 
"Earnings Per Share" (SFAS 128), in the three-month period ended December 31, 
1997.  As a result the Company changed the method used to compute earnings
per share and restated the prior period presented.  Under the new 
requirements, basic earnings per share excludes the dilutive effect of stock 
options and diluted earnings per share must include the dilutive effect of 
stock options even if the dilutive effect is immaterial.  Basic common shares 
increased in the first quarter of fiscal year 1998 compared to the first 
quarter of fiscal year 1997 as a result of shares issued pursuant to the May 
1997 redemption of $27.3 million principal amount of convertible subordinated 
debentures, and employee stock option exercises during the twelve-month
period ending December 31, 1997.  Shares used in the diluted income per share 
calculation increased in 1997 versus 1996 primarily as a result of an 
increased dilutive effect of stock options related to the Company's rising 
stock price.  

CONTINGENCIES 

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 and a second amended complaint on February 3, 1997.  The class period 
alleged is from June 5, 1995 through October 2, 1995.  The second 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.  In September 1997, the Company's Motion 
to Dismiss the second amended complaint was granted in part and denied in 
part, and plaintiff was permitted to pursue a claim that defendants violated 
section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 
promulgated thereunder to the extent that it alleges a failure to make
certain disclosures in the Company's Form 10-Q for the third quarter of
fiscal 1995.  On December 3, 1997, the Court approved a Stipulation of 
Dismissal and Entry of Final Judgment filed by the parties pursuant to which 
all remaining claims were dismissed with prejudice and the Court entered a 
final judgment in favor of the Company as to all remaining claims in the
action.  On December 30, 1997 the plaintiff filed a notice of appeal with
respect to those claims which were dismissed pursuant to the Company's Motions
to Dismiss.  Management believes the appeal is without merit and intends to
contest vigorously the appeal.  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. 
 

FACTORS THAT MAY AFFECT FUTURE RESULTS AND MARKET PRICE OF STOCK 
                                                                 
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 that 
could cause actual results to differ materially from those anticipated. 
The following discussion highlights some, but not all of these risks and 
uncertainties which may have a material adverse effect on the Company's 
business, financial condition and/or results of operations. 

The Company's revenues and operating results can vary substantially from
quarter to quarter based on a number of factors. Software sales revenues in 
any quarter are dependent on the execution of license agreements and shipment 
of product.  The execution of license agreements is difficult to predict for 
a variety of reasons including the following: a significant portion of the 
Company's license agreements are typically signed in the last month of each
quarter; the duration of the Company's sales cycle is relatively long; the
size of transactions can vary widely; client projects may be postponed or
canceled due to changes in the client's management, budgetary constraints or
strategic priorities; and clients often exhibit a seasonal pattern of capital
spending.  The Company has historically generated a greater portion of
license fees in total revenue in the last two fiscal quarters, although there 
is no assurance that this will continue. 

Also, as the Year 2000 approaches, many potential clients are evaluating their
existing systems and must decide whether to repair or replace those systems
which have Year 2000 issues. While the Company believes that such evaluations
are favorably impacting demand for its software products and services, such
demand is subject to change as the Year 2000 approaches since services to
remediate Year 2000 issues must be completed in a timely manner and lead times
required to complete systems implementations preclude system replacement as a
timely solution to the Year 2000 issue as the millennium nears.  Given the
lack of precedent for an issue of this magnitude, the Company's ability to
accurately forecast the impact of the Year 2000 issue on quarter to quarter
revenue achievement is limited.   

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. 

The success of the Company's business is dependent upon certain key
management, sales and technical personnel.  In addition, the Company believes
that to succeed in the future it will be required to continue to attract,
retain and motivate additional talented and qualified management, sales and
technical personnel.  Competition for hiring such personnel in the software
industry is intense and demand for such employees has, to date, exceeded
supply.  The Company from time to time experiences difficulty in locating
candidates with appropriate qualifications.  There can be no assurance that
the Company will be able to retain its key employees or that it will be able
to continue to attract, assimilate and retain other skilled management, sales
and technical personnel.  The loss of certain of its existing key personnel or
the inability to attract and retain additional qualified employees in the
future could have a material adverse effect on the Company's business,
operating results and financial condition. 

The application software industry is characterized by rapid technological
advances, changes in customer requirements, product introductions and evolving
industry standards.  The Company believes that its future success will depend
on its ability to continue to develop and market new products and enhancements
cost-effectively, which will necessitate continued investment in research and
development and sales and marketing.  There can be no assurance that the
Company's existing products will not be rendered obsolete or non-competitive
by new industry standards or changing technology, that the Company will be
able to develop and market new products successfully or that the Company's new
product offerings will be accepted by its markets.  Furthermore, programs as
complex as those offered by the Company may contain undetected errors or bugs
when they are first introduced or as new versions are released.  There can be
no assurance that, despite testing by the Company and by third-party test
sites, errors will not be found in new product offerings, with the possible
result of unanticipated costs and delays in market acceptance of these
products. 

Many currently installed software products are not able to distinguish 21st
century dates from 20th century dates.  As a result, computer software used by
many organizations may need to be upgraded to comply with Year 2000
requirements.  Significant uncertainty exists in the information technology
industry concerning the potential effects associated with the Year 2000
problem.   

The Company offers software products that are designed to be Year 2000
compliant.  However, some of the Company's clients are running product
versions that are not Year 2000 compliant.  The Company has been encouraging
such customers to migrate to current product versions.  It is possible that
the Company may experience increased expenses in addressing migration issues
for such customers.  In addition, there can be no assurances that the
Company's software products do not contain errors or defects associated with
Year 2000 date functions that may result in material costs to the Company.
Some commentators have stated that a significant amount of litigation will
arise out of Year 2000 compliance issues.  Because of the unprecedented nature
of such litigation, it is uncertain whether or to what extent the Company may
be affected by it. 

The Company's internal business information systems are being evaluated for 
Year 2000 compliance.  Although the Company is not aware of any material
operational issues or costs associated with preparing its internal systems 
for the Year 2000, there can be no assurances that the Company will not 
experience serious unanticipated negative consequences and/or material costs 
caused by undetected errors or defects in the technology used in its internal 
systems. 

Certain of the Company's contracts are subject to fiscal funding clauses, 
which provide that in the event of budgetary constraints, the client is 
entitled to reduce the level of services to be provided by the Company with 
a corresponding reduction in the fee to be paid by the client, or in certain 
circumstances, to terminate the services altogether.  While the Company has 
not been impacted materially by early terminations or reductions in service 
from the use of fiscal funding provisions in the past, there can be no 
assurance that such provisions will not give rise to early terminations or 
reductions of service in the future.  If clients of the Company representing 
a substantial portion of the Company's revenues were to invoke the fiscal 
funding provisions of their OnSite services contracts, the Company's results 
of operations could be adversely affected.  

The Company provides software-related services, including systems 
implementation and integration services.  Services are generally provided 
under time and materials contracts and revenue is recognized as the services 
are provided.  In some circumstances, services are provided under fixed price 
arrangements in which revenue is recognized on the percentage of completion 
method.  Revisions in estimates of costs to complete are reflected in 
operations in the period in which facts requiring those revisions become 
known.  

Other factors that could affect the Company's future operating results include
the effect of publicity on demand for the Company's products and services;
general economic and political conditions; continued market acceptance of the
Company's products and services; the timing of services contracts and
renewals; continued competitive and pricing pressures in the marketplace; new
product introductions by the Company's competitors; and the Company's ability
to complete fixed-price contracts profitably. 







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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 and a second amended complaint on February 3, 1997.  The class period 
alleged is from June 5, 1995 through October 2, 1995.  The second 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.  In September 1997, the Company's Motion 
to Dismiss the second amended complaint was granted in part and denied in 
part, and plaintiff was permitted to pursue a claim that defendants violated 
section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 
promulgated thereunder to the extent that it alleges a failure to make 
certain disclosures in the Company's Form 10-Q for the third quarter of 
fiscal 1995.  On December 3, 1997, the Court approved a Stipulation of 
Dismissal and Entry of Final Judgment filed by the parties pursuant to which 
all remaining claims were dismissed with prejudice and the Court entered a 
final judgment in favor of the Company as to all remaining claims in the 
action.  On December 30, 1997 the plaintiff filed a notice of appeal with 
respect to those claims which were dismissed pursuant to the Company's 
Motions to Dismiss.  Management believes the appeal is without merit and 
intends to vigorously contest the appeal.  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 27 -- Financial Data Schedule 


Item 6(b).  Reports on Form 8-K  
  
The registrant did not file any current reports on Form 8-K during the three 
months ended December 31, 1997.  






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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: 04/06/98                 /s/  
                         ________________________________  
   


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




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