January 5, 1996



Securities and Exchange Commission
VIA EDGAR LINK

Re:     The Software Developer's Company, Inc.
        Commission File No. 1-10139; Form 10-QA, Exhibit 27
        for the Quarter Ended September 30, 1995

Dear Sir/Madam:

Enclosed for filing on behalf of The Software Developer's
Company, Inc. is an amendment to our previously filed Form 10-Q
for the quarter ended September 30, 1995 which includes Exhibit
11, Computation of Earnings per share and Exhibit 27, Financial
Data Schedule.

These items were transmitted as part of our Form 10-Q filed via
EDGAR on November 15, 1995; however, we were notified that they
were not received successfully at that time.

If you have any questions or comments regarding this filing,
please do not hesitate to call me at (617) 740-0101 x 410.

Very truly yours,



James O'Connor, Jr.
Chief Financial Officer

Enclosures<PAGE>
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                       __________________

                           FORM 10-Q/A
                           (AMENDMENT)
                       __________________

  XX   Quarterly report pursuant to Section 13 or 15(d) of the
       Securities Exchange Act of 1934, For the quarterly period
       ended September 30, 1995, or

       Transition report pursuant to Section 13 or 15(d) of the 
       Securities Exchange Act of 1934, For the transition period
       from  ___________ to ___________


                   Commission File Number 1-10139
                    _____________________________


               THE SOFTWARE DEVELOPER'S COMPANY, INC.
      (Exact name of registrant as specified in its charter)


DELAWARE                                 04-2911320
(State or other jurisdiction of        (I.R.S. Employer
incorporation or organization)        Identification No.)


90 INDUSTRIAL PARK ROAD
HINGHAM, MASSACHUSETTS                         02043
(Address of principal executive offices)     (Zip Code)


                            (617) 740-0101
                    (Registrant's Telephone Number)


Securities registered pursuant to Section 12(g) of the Act:  NONE
                           __________________

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 other 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   XX  Yes     No


As of November 3, 1995 there were 7,529,011 shares of Common
Stock outstanding.<PAGE>
ITEM 6.       Exhibits and Reports on Form 8-K

        (a)   Exhibits:

              Exhibit No. 11 - Computation of earnings per share
              attached hereto.

              Exhibit No. EX-27 - Financial Data Schedule, filed
              as an attachment.
<PAGE>
                           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.



Date:  January 5, 1996              THE SOFTWARE DEVELOPER'S
                                    COMPANY, INC.

                                    By: /s/ Barry N. Bycoff
                                        President and Chief
                                        Executive Officer
                                        (Principal Executive
                                        Officer)



Date:  January 5, 1996              By: /s/ James O'Connor, Jr.
                                        Vice President, Finance
                                        and Chief Financial
                                        Officer (Principal
                                        Financial and Chief
                                        Accounting Officer)

<PAGE>
EXHIBIT 11

                 THE SOFTWARE DEVELOPER'S COMPANY, INC.
                   COMPUTATION OF EARNINGS PER SHARE

                 (In thousands, except per share data)


                                 Three months ended September 30,
                                                         Restated
                                           1995            1994

Weighted average shares outstanding        8,285           8,199

Net effect of dilutive stock options
and  warrants - based on the treasury
stock  method using the average 
market price                                 400               1

Total                                      8,685           8,200

Net income for EPS computation            $   21          $   30

Net income per share                       $0.00           $0.00



                                  Six months ended September 30,
                                                        Restated
                                           1995            1994

Weighted average shares outstanding        8,309           8,199

Net effect of dilutive stock options 
and warrants - based on the treasury 
stock method using the average 
market price                                 409               2

Total                                      8,718           8,201
Net income for EPS computation            $  176          $   56

Net income per share                       $0.02           $0.01