CERTIFICATE OF AMENDMENT 
                                     OF 
                        CERTIFICATE OF INCORPORATION 

     Systems & Computer Technology Corporation (the "Company"), a corporation
organized and existing under and by virtue of the General Corporation Law of
the State of Delaware, hereby certifies as follows: 

     FIRST:  That at a meeting of the Board of Directors of the Company,
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of the Company.  The resolutions setting forth
the proposed amendment are as follows: 

          RESOLVED, that the first paragraph of Article Fourth of the 
          Company's Certificate of Incorporation be modified to read as 
          follows: 

             The total number of shares of stock which this corporation is 
             authorized to issue is ONE HUNDRED MILLION (100,000,000) shares 
             of Common Stock, par value $.01, and THREE MILLION (3,000,000) 
             shares of Preferred Stock, $.10 par value. 

          and it was 

          FURTHER RESOLVED, that the amendment to the Company's Certificate 
          of Incorporation be submitted to the stockholders of the Company 
          for approval; and it was 

          FURTHER RESOLVED, that the proper officers of the Company be and 
          each is hereby authorized and directed to do and perform any and 
          all further acts and things and to make, execute, acknowledge and 
          deliver all instruments and documents necessary to carry out the 
          intent of the foregoing resolutions. 

     SECOND: That at a meeting of the stockholders of the Company, duly 
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, the necessary number of shares as
required by statute were voted in favor of the proposed amendment. 

     THIRD:  That the proposed amendment was duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of the State of
Delaware. 

     IN WITNESS WHEREOF, Systems & Computer Technology Corporation has caused
this certificate to be signed by Richard A. Blumenthal, its Senior Vice
President, on April 1, 1998. 

                                    By:    /s/ 
                                        ________________________________ 

                                           Richard A.  Blumenthal 
                                           Senior Vice President 



<PAGE>




                                  RESTATED 
                        CERTIFICATE OF INCORPORATION 



     FIRST:  The name of this corporation is Systems & Computer Technology
Corporation. 

     SECOND:  Its registered office in the State of Delaware is located at 
1300 Delaware Trust Building, P.O.  Box 25130, Wilmington, New Castle County,
Delaware, and its registered agent at that location is Peter J. Walsh. 

     THIRD:  The nature of the business and the objects and purposes to be
transacted, promoted and carried on are: 

     To provide consulting services related to the development and use of 
computer based systems, the design and implementation of such systems and the
operation of computer centers to provide complete data processing services to
client organizations. 

     To engage in any lawful act or activities for which corporations may be
organized under the General Corporation Law of Delaware. 

     FOURTH:  The total number of shares of stock which this corporation is
authorized to issue is ONE HUNDRED MILLION (100,000,000) shares of Common
Stock, par value $.01, and THREE MILLION (3,000,000) shares of Preferred
Stock, $.10 par value. 

     The Board of Directors is authorized, subject to limitations prescribed 
by law and the provisions of this Article FOURTH, to provide for the issuance
of the shares of Preferred Stock in series, and by filing a certificate
pursuant to the applicable law of the State of Delaware, to establish from
time to time the number of shares to be included in each such series, and to
fix the designation, powers, preferences and rights of the shares of each such
series and the qualifications, limitations or restrictions thereof. 

     The authority of the Board with respect to each series shall include, 
but not be limited to, determination of the following: 

    (a)  The number of shares constituting that series and the distinctive
designation of that series; 

     (b)  The dividend rate on the shares of that series, whether dividends 
 shall be cumulative, and, if so, from which date or dates, and the relative
rights of priority, if any, of payment of dividends on shares of that series; 

     (c)  Whether that series shall have voting rights, and, if so, the terms 
of such voting rights; 

     (d)  Whether that series shall have conversion privileges, and, if so, 
the terms and conditions of such conversion, including provision for
adjustment of the conversion rate in such events as the Board of Directors
shall determine; 

     (e)  Whether or not the shares of that series shall be redeemable, and, 
if so, the terms and conditions of such redemption, including the date or
dates upon or after which they shall be redeemable, and the amount per share
payable in case of redemption, which amount may vary under different
conditions and at different redemption dates; 

     (f)  Whether that series shall have a sinking fund for the redemption or
purchase of shares of that series, and, if so, the terms and amount of such
sinking fund; 

     (g)  The rights of the shares of that series in the event of voluntary 
or involuntary liquidation, dissolution or winding up of the corporation, and
the relative rights of priority, if any, of payment of shares of that series; 

     (h)  Any other relative rights, preferences and limitations of that 
series. 

     If upon any voluntary or involuntary liquidation, dissolution or winding 
up of the corporation, the assets available for distribution to holders of
shares of Preferred Stock of all series shall be insufficient to pay such
holders the full preferential amount to which they are entitled, then such
assets shall be distributed ratably among the shares of all series of
Preferred Stock in accordance with the respective preferential amounts
(including unpaid cumulative dividends, if any) payable with respect thereto. 

     FIFTH:  The name and mailing address of the incorporator is as follows: 

        Name                              Mailing Address 

        Peter J. Walsh                    1300 Delaware Trust Building 
                                          P.O. Box 25130 
                                          Wilmington, New Castle County  
                                          Delaware 19899 

     SIXTH:  In furtherance and not in limitation of the powers conferred by 
the laws of the State of Delaware, the board of directors is expressly
authorized to make, alter, amend and repeal the by-laws. 

     This corporation may in its by-laws confer powers additional to the 
foregoing upon the directors, in addition to the powers and authorities
expressly conferred upon them by law. 

     SEVENTH:  Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code, or on the
application of trustees in dissolution or of any receiver or receivers
appointed for this corporation under the provisions of Section 279 of Title 8
of the Delaware Code, order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this corporation, as
the case may be, to be summoned in such manner as the said court directs.
If a majority in number representing three-fourths in value of the creditors
or class of creditors, and/or of the stockholders or class of stockholders of
this corporation, as the case may be, agree to any compromise or arrangement
and to any reorganization of this corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or
on all the stockholders or class of stockholders, of this corporation, as the
case may be, and also on this corporation. 

     EIGHTH:  Meetings of stockholders may be held outside the State of 
Delaware, if the by-laws so provide.  The books of the corporation may be
kept (subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.  Elections of
directors need not be by ballot unless the by-laws of the corporation shall so
provide. 

     NINTH:  In the event that the holders of the voting stock of the 
corporation are entitled to vote on (i) a merger or consolidation or on a
proposal that the corporation sell, lease or exchange substantially all of its
assets and property or that any entity sell, lease or exchange substantially
all of its assets and property to or with the corporation, or (ii) any
reclassification of securities, recapitalization or other transaction (except
redemptions permitted by the terms of the security redeemed or repurchases of
the securities for cancellation or the corporation's treasury) designed to
decrease the number of holders of the corporation's voting stock, the
favorable vote of not less than sixty-six and two-thirds percent (66 2/3%) of
all of the votes which the holders of the issued and outstanding voting stock
of the corporation are entitled to cast thereon shall be required for the
approval of any such action; provided, however, that the foregoing shareholder
voting requirement shall not apply to any of the transactions provided for in
subparts (i) or (ii) where such transaction has been approved by a resolution
of the Board of Directors of the corporation by a favorable vote of not less
than sixty-six and two-thirds percent (66 2/3%) of the Directors entitled to
vote thereon. 

     This Article NINTH may not be amended, nor may it be repealed in whole 
or in part, until authorized by the favorable vote of not less than
sixty-six and two-thirds percent (66 2/3%) of all of the votes entitled to be
cast thereon by the holders of the issued and outstanding voting stock of the
corporation entitled to vote. 

     TENTH:  Notwithstanding any other provisions of this Certificate of
Incorporation or the By-Laws of the corporation (and notwithstanding the fact
that some lesser percentage may be specified by law, this Certificate of
Incorporation or the By-Laws of the corporation), the affirmative vote of the
holders of sixty-six and two-thirds percent (66 2/3%) or more of the
outstanding shares of capital stock of the corporation entitled to vote
generally in the election of directors (considered for this purpose as one
class) shall be required to amend, alter, change or repeal Sections 1 or 2 of
Article III of the By-Laws of the Corporation as in effect on April 2, 1982 or
this Article TENTH of this Certificate of Incorporation. 

     ELEVENTH:  No director shall have any personal liability to the 
Corporation or its stockholders for any monetary damages for breach of
fiduciary duty as a director, except that this Article shall not eliminate or
limit the liability of each director (i) for any breach of such director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which such director derived
an improper personal benefit.  This Article shall not eliminate or limit the
liability of such director for any act or omission occurring prior to the date
when this Article becomes effective.