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 March 31, 1998 
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.   
        
33,752,818 * Common shares, $.01 par value, as of May 11, 1998  
      
     * After giving effect to a 2-for-1 stock split effected in the form of a
100% stock dividend to be distributed on May 15, 1998 to shareholders of
record on May 1, 1998. 


               Page 1 of 20 consecutively numbered pages   


<PAGE>


SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES  

INDEX   


PART I, UNAUDITED FINANCIAL INFORMATION  
      
   Item 1.  Financial Statements   
   
     Condensed Consolidated Balance Sheets -   
        March 31, 1998 and September 30, 1997   

     Condensed Consolidated Statements of Operations -   
        Three Months Ended March 31, 1998 and 1997 

     Condensed Consolidated Statements of Operations -   
        Six Months Ended March 31, 1998 and 1997 

     Condensed Consolidated Statements of Cash Flows -   
        Six Months Ended March 31, 1998 and 1997   

     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 4.  Submission of Matters to a Vote of Security Holders 

   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)   


                                               March 31,     September 30, 
                                                 1998            1997   
                                              (UNAUDITED)        (NOTE)   

ASSETS   

CURRENT ASSETS   
   Cash and cash equivalents                   $ 26,832        $ 29,809   
   Short-term investments, including  
      accrued interest of $792                   73,409              --   
   Receivables, including $68,009   
      and $59,311 of earned revenues   
      in excess of billings, net of   
      allowance for doubtful accounts   
      of $4,553 and $4,098                      116,373         100,543    
   Prepaid expenses and other receivables        11,009           8,473   
                                               --------        --------   
              TOTAL CURRENT ASSETS              227,623         138,825   
                  
PROPERTY AND EQUIPMENT--net of   
   accumulated depreciation                      42,837          40,710   
                  
CAPITALIZED COMPUTER SOFTWARE COSTS,   
   net of accumulated amortization               15,688          15,167   
                  
COST IN EXCESS OF FAIR VALUE OF NET   
   ASSETS ACQUIRED, net of accumulated   
   amortization                                   7,742           8,121   
                  
OTHER ASSETS AND DEFERRED CHARGES                 9,603           6,881   
                                               --------        --------   
TOTAL ASSETS                                   $303,493        $209,704   
                                               ========        ========   









   
<PAGE> 
   










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

                                               March 31,    September 30,   
                                                 1998            1997   
                                              (UNAUDITED)        (NOTE)   

LIABILITIES & STOCKHOLDERS' EQUITY   
   
CURRENT LIABILITIES   
   Accounts payable                            $  9,790        $ 10,023   
   Current portion of long-term debt                735           1,225   
   Income taxes payable                           5,022           5,000   
   Accrued expenses                              27,528          22,649   
   Deferred revenue                              14,857          16,711   
                                               --------        --------   
              TOTAL CURRENT LIABILITIES          57,932          55,608   

LONG-TERM DEBT, less current portion             77,510           2,549   
DEFERRED TAXES AND OTHER    
   LONG-TERM LIABILITIES                          1,135           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 100,000 shares, issued   
      35,699 and 35,146 shares                      356             352   
   Capital in excess of par value                93,805          91,064   
   Retained earnings                             76,324          62,578   
                                               --------        --------   
                                                170,485         153,994   
Less   
   Held in treasury, 2,302 common   
      shares--at cost                            (2,959)         (2,959)   
   Notes receivable from stockholders              (610)           (610)   
                                               --------        --------   
                                                166,916         150,425   
                                               --------        --------   
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $303,493        $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   
                                                       March 31,   
                                                  1998            1997   

Revenues:   
 Outsourcing services                           $30,121         $23,905   
 Software sales                                  22,449          15,364   
 Maintenance and enhancements                    16,312          13,390   
 Software services                               25,907          14,608   
 Interest and other revenue                       1,295             118   
                                                -------         -------   
                                                 96,084          67,385   

Expenses:   
 Cost of outsourcing services                    24,564          19,469   
 Cost of software sales and   
    maintenance and enhancements                 17,829          11,131   
 Cost of software services                       18,223          11,880  
 Selling, general and administrative             22,091          16,622   
 Interest expense                                 1,055             540   
                                                -------         -------   
                                                 83,762          59,642   

Income before income taxes                       12,322           7,743   

Provision for income taxes                        5,021           3,175   
                                                -------         -------  
   
Net income                                      $ 7,301         $ 4,568   
                                                =======         =======   
   
Per common share:   
Net income   
   Earnings per common share                     $ 0.22          $ 0.16   
   Earnings per share assuming dilution          $ 0.20          $ 0.14   
Common shares and equivalents outstanding  
   Common shares                                 33,348          28,328   
   Common shares - assuming dilution             35,833          33,526   





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 Six Months Ended   
                                                       March 31,   
                                                  1998            1997 

Revenues:   
 Outsourcing services                          $ 58,266        $ 45,434   
 Software sales                                  44,300          30,094  
 Maintenance and enhancements                    30,658          25,401  
 Software services                               46,966          26,743   
 Interest and other revenue                       3,175             245   
                                               --------        --------   
                                                183,365         127,917 

Expenses:   
 Cost of outsourcing services                    47,470          37,134 
 Cost of software sales and   
    maintenance and enhancements                 32,710          21,507  
 Cost of software services                       34,125          21,951   
 Selling, general and administrative             43,937          32,456 
 Interest expense                                 1,875           1,123  
                                               --------        --------   
                                                160,117         114,171 

Income before income taxes                       23,248          13,746  

Provision for income taxes                        9,502           5,636 
                                               --------        --------  
   
Net income                                     $ 13,746        $  8,110 
                                               ========        ========   
   
Per common share:   
Net income   
   Earnings per common share                     $ 0.41          $ 0.29   
   Earnings per share assuming dilution          $ 0.38          $ 0.26   
Common shares and equivalents outstanding    
   Common shares                                 33,222          28,117   
   Common shares - assuming dilution             35,867          33,388   




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 Six Months Ended   
                                                        March 31,   
                                                  1998            1997   
   
OPERATING ACTIVITIES   
Net income                                     $ 13,746         $ 8,110 
Adjustments to reconcile net income to  
   net cash provided by operating    
   activities:   
   Depreciation and amortization                  8,069           6,307 
   Provision for doubtful accounts                1,584             894 
   Changes in operating assets and   
      liabilities:   
      (Increase) in receivables                 (17,414)        (14,886) 
      (Increase) in interest receivable          (1,083)             --  
      (Increase) in other current 
         assets                                  (2,536)
(1,431)          
      Increase in other accrued expenses   
         and liabilities                          4,879           6,610 
      (Decrease) in deferred revenue             (2,085)         (2,926) 
      Other, net                                 (1,903)           (481) 
                                               ---------        --------  
NET CASH PROVIDED BY OPERATING   
   ACTIVITIES                                     3,257           2,197 
   
INVESTING ACTIVITIES   
Purchase of property and equipment               (5,603)         (4,517) 
Capitalized computer software costs              (3,291)         (3,286) 
Purchase of investments   
   available-for-sale                          (128,039)             --   
Proceeds from sale or maturity of   
   investments available-for-sale                55,724              -- 
                                               ---------       ---------  
NET CASH USED IN INVESTING   
   ACTIVITIES                                   (81,209)         (7,803) 

FINANCING ACTIVITIES  
Principal payments on short-term debt            (1,250)           (200)   
Proceeds from borrowings, net of  
   issuance costs                                73,278            --   
Repurchase and retirement of Company stock           --          (1,271)   
Proceeds from exercise of stock options           2,947             533 
                                               ---------       ---------   
NET CASH PROVIDED BY (USED IN)   
FINANCING ACTIVITIES                             74,975            (938) 

(DECREASE) IN CASH & CASH EQUIVALENTS            (2,977)         (6,544) 
CASH & CASH EQUIVALENTS-BEGINNING OF PERIOD      29,809          12,303 
                                               ---------       ---------   
CASH & CASH EQUIVALENTS-END OF PERIOD          $ 26,832        $  5,759  
                                               =========       =========   

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)  

NOTE A--INTERIM FINANCIAL STATEMENTS 

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 and six month
periods ended March 31, 1998 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
March 31, 1998, 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 March 31, 1998 are comprised of: 
State and municipal securities             $31,856  
Corporate securities                        41,553   
                                            -------   
                                           $73,409 

The contractual maturities of short-term investments held at March 31, 1998 
are:   
Due in one year or less                     $56,881   
Due after one year through three years       16,528   
                                            -------   
                                            $73,409   

  

During the six months ended March 31, 1998, gross realized gains on sales of
available-for-sale securities totaled $84. 



NOTE C-COMMON STOCK SPLIT 

On April 16, 1998, the Company's Board of Directors authorized a two-for-one
stock split effected in the form of a 100% stock dividend to be distributed on
May 15, 1998 to shareholders of record on May 1, 1998.  Stockholders' equity
has been restated to give retroactive recognition to the stock split for all
periods presented by reclassifying from capital in excess of par value to
common stock the par value of the additional shares arising from the split.
In addition, all references in the financial statements and Management's
Discussion and Analysis of Operations and Financial Condition to number of
shares and per share amounts have been restated. 

NOTE D--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 $26.375 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 E--EARNINGS PER SHARE   

Statement of Financial Accounting Standards No. 128, "Earnings Per Share"
(SFAS 128), was effective for periods ending after December 15, 1997.  As a
result the Company changed the method used to compute earnings per share and
restated all prior periods 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  
                                                        March 31,  
                                                  1998            1997 
Numerator:  
    Net income available to common  
       stockholders, used for basic  
       earnings per share                        $7,301          $4,568  

    Effect of dilutive securities:  
       6 1/4% convertible debentures                 --             286  
                                                 ------          ------  
    Net income available to common   
       stockholders after assumed  
       conversions                               $7,301          $4,854  
                                                 ======          ====== 

Denominator:  
    Denominator for earnings per common  
       stockholder-weighted average shares       33,348          28,328  
  
    Effect of dilutive securities:  
       Employee stock options                     2,485           1,376  
       6 1/4% convertible debentures                 --           3,823  
                                                 ------          ------  
    Dilutive potential common shares              2,485           5,199  

    Denominator for earnings per  
       share, assuming dilution                  35,833          33,526  
                                                 ======          ======  

Earnings per common share                         $0.22           $0.16  
                                                  =====           ===== 
Earnings per share - assuming dilution            $0.20           $0.14  
                                                  =====           =====  

                                               For the Six months ended  
                                                        March 31,  
                                                  1998            1997  
Numerator:  
    Net income available to common  
       stockholders, used for basic  
       earnings per share                       $13,746          $8,110  

    Effect of dilutive securities:  
       6 1/4% convertible debentures                 --             597  
                                                -------         -------  
    Net income available to common   
       stockholders after assumed  
       conversions                              $13,746          $8,707 
                                                =======         =======  

Denominator:  
    Denominator for earnings per common  
       Stockholder-weighted average shares       33,222          28,117  

    Effect of dilutive securities:  
       Employee stock options                     2,645           1,274  
       6 1/4% convertible debentures                 --           3,997  
                                                -------         -------  
    Dilutive potential common shares              2,645           5,271  

    Denominator for earnings per  
       share, assuming dilution                  35,867          33,388  
                                                =======         =======  

Earnings per common share                         $0.41           $0.29  
                                                  =====           =====  
Earnings per share - assuming dilution            $0.38           $0.26  
                                                  =====           =====  

NOTE F--OTHER   

Product development expenditures, including software maintenance  
expenditures, for the six months ended March 31, 1998 and 1997, were  
approximately $16,936 and $11,948, respectively.  After capitalization these 
amounts were approximately $13,645 and $8,663, respectively, and were charged
to operations as incurred.  For the same periods, amortization of capitalized 
software costs amounted to $2,769 and $1,285, 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) the percentage change for each item 
from the prior year comparative period.  
  
                                 % of Total Revenues        % Change from  
                                                              Prior Year  
                                Three Mos.    Six Mos.  Three Mos. Six Mos. 
                                  Ended        Ended      Ended     Ended  
                                 March 31,    March 31,  March 31  March 31  
                                1998  1997   1998  1997  
Revenues: 
Outsourcing services             31%   35%    32%   35%      26%       28%  
Software sales                   24%   23%    24%   24%      46%       47%  
Maintenance and enhancements     17%   20%    17%   20%      22%       21%  
Software services                27%   22%    25%   21%      77%       76%  
Interest and other revenue        1%    0%     2%    0%     997%     1196%  
                                ----  ----   ----  ----  
Total                           100%  100%   100%  100%      43%       43%  

Expenses:  
Cost of services, sales and   
   maintenance and enhancements  63%   63%    62%   63%      43%       42% 
Selling, general and  
   administrative                23%   25%    24%   25%      33%       35% 
Interest expense                  1%    1%     1%    1%      95%       67% 
Income before income taxes       13%   11%    13%   11%      59%       69% 



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.  

                                      Three Months          Six Months  
                                          Ended                Ended  
                                        March 31,            March 31,  
                                      1998   1997           1998   1997  

Gross Profit: 
   Outsourcing services                18%    19%            19%    18%  
   Software sales and maintenance  
      and enhancements                 54%    61%            56%    61%  
   Software services                   30%    19%            27%    18%  
                                       ---    ---            ---    ---  
   Total                               36%    37%            37%    37%  





Revenues 
Growth in outsourcing services revenue largely results from significant
contract signings.  The 26% and 28% increases in outsourcing services revenue
in the second quarter and first six months of fiscal year 1998 are primarily
the result of (1) contracts signed after the second quarter of fiscal year
1997 including Agrilink Foods, the City of Anaheim, and Keystone Powdered
Metals and (2) first quarter fiscal year 1998 contract signings with Texas
Southern University and Nashville Electric Service.  

Software sales increased 46% in the second quarter of fiscal year 1998 
compared to the second quarter of fiscal year 1997 due primarily to increased
BANNER software licenses to the higher education market and increased licenses
of BANNER Customer Information System (CIS) software to the utility market.
These increases were off set by decreases, compared to the prior-year period,
in software licenses in the local government market.  Software sales increased
47% in the first six months of fiscal year 1998 compared with the first six
months of fiscal year 1997 due primarily to the aforementioned reasons
combined with the increased licenses of BANNER software to the higher
education market and ADAGE Enterprise Resource Planning (ERP) software to the
manufacturing market in the first quarter of fiscal year 1998. 

The 22% and 21% increases in maintenance and enhancements revenue in the
second quarter and first six months of fiscal year 1998, respectively, were
the result of the growing installed base of clients in the higher education
marketplace. The Company continues to experience a high annual renewal rate on
existing maintenance contracts.     

Software services revenue increased 77% and 76% in the second quarter and
first six months of fiscal year 1998 compared to the prior year periods as the
result of increases in implementation and integration services in the
manufacturing, 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 second quarter and first six
months of fiscal year 1998 is attributable to increased interest revenue
resulting from the increased cash and short-term investments balance during
the three and six month periods ending March 31, 1998 as compared to the
respective prior year periods and to a one-time $695,000 gain on the sale of
an inactive product line in the first quarter of fiscal year 1998.   

Gross Profit   
Gross profit decreased as a percentage of total revenue (excluding interest  
and other revenue) from 37% in the second quarter of fiscal year 1997 to 36%  
for the second quarter of fiscal year 1998.  The total gross profit percentage
decreased primarily because of decreases in the software sales and maintenance
and enhancements gross profit which makes up the greatest percentage of the
Company's total gross profit.  This decrease was primarily the result of a
decrease in the gross profit margin of the manufacturing and government
markets.  In the manufacturing market continuing investment caused a cost
increase without a corresponding increase in revenues and in the government
market  software licenses decreased compared to the prior year period.  This
decrease was off set by growth in license fee revenue in the higher education
and utility markets where the gross profit margin remained strong.  The
software services margin increased primarily as a result of increases in the
utility and manufacturing businesses' gross margin. The Company is continuing
to focus on installation and systems integration services in each of its
markets. An increase in services revenue as a percentage of total revenue
historically has resulted in a lower overall profit margin since service
margins historically have been lower than the margins derived from software
sales and maintenance and enhancements. 


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 $26.375 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 $26.8 million and $29.8 
million at March 31, 1998 and September 30, 1997, respectively; and the  
short-term investments balance increased to $73.4 million at March 31,  
1998 as a result of the first quarter fiscal year 1998 debenture offering. 

Cash provided by operating activities was $3.3 million for the first six
months of fiscal year 1998 compared with $2.2 for the first six months of
fiscal year 1997.  Operating cash flows have increased primarily due to an
increase in income before depreciation and amortization. The increases in
accounts receivable at March 31, 1998 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 increase in other
assets at March 31, 1998 compared with September 30, 1997 is the result of
increased accrued interest on investments. 

The Company provides outsourcing services and software-related services,
including systems implementation and integration services.  Contract fees from
outsourcing services are typically based on multi-year contracts ranging from
five to 10 years in length, 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
outsourcing services contracts, and billings are sometimes milestone based.
During the beginning of a typical outsourcing 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.  In certain
systems integration services contracts, payments are milestone based. In these
particular systems integration contracts, services are performed by the
Company but cannot be billed until the milestone is attained.  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.  The remaining unbilled accounts receivable
balance is comprised of software sales for which product has been shipped and
revenue has been recognized but amounts have not been billed due to payment
terms established.  As an outsourcing 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 systems integration
services contract.   

Cash used in investing activities was $81.2 million for the first six months
of fiscal year 1998 compared with $7.8 million for the first six months of
fiscal year 1997.  The Company's primary use of cash for investing activities
was the purchase of investments available-for-sale from the proceeds of the
bond offering during the first quarter of fiscal year 1998.    

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 third quarter of fiscal year 1998 with rent payments  
beginning shortly thereafter.  Additionally the Company is planning to build a
new office building adjacent to its existing building in Columbia, SC.  Fiscal
year 1998 total product development expenditures are expected to increase in
proportion to expected growth in revenues.   

Cash provided by financing activities was $75.0 million for the first six
months of fiscal year 1998 primarily as the result of the net proceeds of the
bond offering of $73.3 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 and
to pay stock dividends. There were no borrowings outstanding under the credit
facility at March 31, 1998.   

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.   

On April 16, 1998, the Company's Board of Directors authorized a two-for-one
stock split effected in the form of a 100% stock dividend to be distributed on
May 15, 1998 to shareholders of record on May 1, 1998.  Stockholders' equity
has been restated to give retroactive recognition to the stock split for all
periods presented by reclassifying from capital in excess of par value to
common stock the par value of the additional shares arising from the split.
In addition, all references in the financial statements and Management's
Discussion and Analysis of Operations and Financial Condition to number of
shares and per share amounts have been restated. 

Statement of Financial Accounting Standards No. 128, "Earnings Per Share"
(SFAS 128), was effective for periods ending after December 15, 1997.  As a
result the Company changed the method used to compute earnings per share and
restated all prior periods 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
second quarter and first six months of fiscal year 1998 compared to the
prior-year periods 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 fiscal year 1998
periods. Shares used in the diluted income per share calculation increased in
the 1998 three and six-month periods versus 1997 for the aforementioned
reasons and as a result of an increased dilutive effect of stock options
related to the Company's rising stock price.   

Statement of Position 98-4, "Deferral of Certain Provisions of SOP 97-2" was 
issued in April 1998, which defers for one year (i.e., until fiscal years 
beginning after December 15, 1998) the application of certain provisions of 
Statement of Position 97-2, "Software Revenue Recognition", which define what 
is considered vendor-specific objective evidence of the fair value of the
various elements in a multiple-element arrangement. 

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 information
technology 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. 

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

At the Company's Annual Meeting of Shareholders held on February 26, 1998,
Michael D. Chamberlain and Thomas I. Unterberg were reelected as directors of
the Company for a term expiring at the Company's 2001 Annual Meeting of
Shareholders.  There were 13,985,951 votes cast in favor of the election of
Mr. Chamberlain and 114,297 votes withheld from his election, and there were
14,036,357 votes cast in favor of the election of Mr. Unterberg and 63,891
votes withheld from his election.  There were no abstentions and no broker
non-votes.   

The amendment to the Company's Certificate of Incorporation increasing the
number of authorized shares of the Company's common stock from 24,000,000 to
100,000,000 shares was approved.  There were 9,608,827 votes cast in favor of
approval of the amendment, 4,467,366 votes against and 24,055 abstained. 

The amendment to the Company's 1994 Long-Term Incentive Plan increasing the
number of shares of the Company's common stock reserved for issuance
thereunder from 1,750,000 to 2,750,000 shares was approved.  There were
7,004,662 votes cast in favor of approval of the amendment, 4,929,410 votes
against, 43,534 abstained and 2,122,642 broker non-votes. 


Item 6(a).  Exhibits 

Exhibit 3 - Certificate of Amendment of Certificate of Incorporation and
Restated Certificate of Incorporation 

Exhibit 10 -- Systems & Computer Technology Corporation 1994 Long-Term 
Incentive Plan, as amended through November 18, 1997 

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 March 31, 1998.   









<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: 05/14/98                 /s/   
                         ________________________________   
    


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