SYSTEM SOFTWARE ASSOCIATES INC
8-K/A, 1996-11-15
PREPACKAGED SOFTWARE
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                           -------------------------

                                   FORM 8-K/A

                              AMENDMENT NO. 1 TO
                            CURRENT REPORT PURSUANT
                         TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported) November 1, 1996


                       SYSTEM SOFTWARE ASSOCIATES, INC.
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


                                   Delaware
- --------------------------------------------------------------------------------
                (State or other jurisdiction of incorporation)


        0-15322                                             36-3144515
- --------------------------------------------------------------------------------
(Commission File Number)                                (I.R.S. Employer
                                                        Identification No.)


        500 West Madison
        Chicago, Illinois                                       60661
- --------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)


                                (312) 258-6000
- --------------------------------------------------------------------------------
             (Registrant's Telephone Number, Including Area Code)


                                      N/A
- --------------------------------------------------------------------------------
        (Former name or former address, if changed since last report.)

<PAGE>
 
     The undersigned registrant hereby amends its Current Report by filing 
herewith Exhibit 16.1, Letter Re: Change In Certifying Accountant


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c)  EXHIBITS


     16.1 Letter from Price Waterhouse LLP pursuant to Item 304(a)(3) of 
Regulation S-K.



<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 hereunto duly authorized.


                              SYSTEM SOFTWARE ASSOCIATES, INC.


Date November 15, 1996        BY:  /s/ Joseph J. Skadra
                                  ------------------------------------------
                                  Joseph J. Skadra, Chief Financial Officer



<PAGE>
 
[LETTERHEAD OF PRICE WATERHOUSE LLP]              [LOGO OF PRICE WATERHOUSE LLP]



November 14, 1996

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen: 

System Software Associates, Inc.
- -------------------------------

We have read the Company's Form 8-K dated November 1, 1996 and are in agreement 
with the statements contained in Item 4 except that, due to a lack of direct 
knowledge, Price Waterhouse LLP ("PW") is not in a position to agree, disagree 
or comment upon the following statements: (1) the Company's statement in the 
second paragraph of Item 4 that PW's November 1 letter was "received after the 
Company had dismissed PW," and (2) the Company's statement in the sixth 
paragraph of Item 4 that the Company believes its efforts to address the 
material weaknesses in its internal controls "have either been completed or are 
in the process of completion." Further, PW does not comment on the contents of 
the press releases filed as Exhibits 20.1 and 20.2 to the Company's Form 8-K.


Yours very truly, 


/s/ Price Waterhouse LLP

Price Waterhouse LLP



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