SYSTEM SOFTWARE ASSOCIATES INC
8-A12G/A, 1997-09-09
PREPACKAGED SOFTWARE
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                        
                                   FORM 8-A/A
                                        
               For Registration of Certain Classes of Securities
                    Pursuant to Section 12(b) or (g) of the
                        Securities Exchange Act of 1934



                       SYSTEM SOFTWARE ASSOCIATES, INC.
- --------------------------------------------------------------------------------
            (Exact Name of Registrant as Specified in Its Charter)


                Delaware                                         36-3144515
- --------------------------------------------------------------------------------
(State of Incorporation or Organization)                      (I.R.S. Employer
                                                             Identification No.)


500 West Madison Street, 32nd Floor, Chicago, Illinois              60661
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       (Address of Principal Executive Offices)                  (Zip Code)


If this Form relates to the registration of a class of debt securities and is 
effective upon filing pursuant to General Instruction A(c)(1) please check the 
following box. [_]

If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [X]



       Securities to be registered pursuant to Section 12(b) of the Act:

                                     NONE


       Securities to be registered pursuant to Section 12(g) of the Act:


                  7% Convertible Subordinated Notes due 2002
- --------------------------------------------------------------------------------
                               (Title of Class)
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Item 1.   Description of Registrant's Securities to be Registered.

     The class of debt securities to be registered is designated as 7%
Convertible Subordinated Notes due 2002. The Notes are convertible into Common
Stock at a conversion price of $18.06 per share. Information regarding debt
securities is incorporated by reference from "Description of Notes" at page 31
of the Prospectus filed with the Securities and Exchange Commission on September
9, 1997 pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

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                                  SIGNATURES


     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.


                                       SYSTEM SOFTWARE ASSOCIATES, INC.


Dated: September 9, 1997                 BY: /s/ Kirk Isaacson
                                           ----------------------------
                                           Kirk Isaacson
                                           Vice President



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