POS EX

As filed with the Securities and Exchange Commission on June 17, 2004

Registration No. 333-113178

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE

AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SS&C Technologies, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	06-1169696
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

80 Lamberton Road

Windsor, Connecticut 06095

(860) 298-4500

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

William C. Stone

President, Chief Executive Officer and Chairman of the Board

SS&C Technologies, Inc.

80 Lamberton Road

Windsor, Connecticut 06095

(860) 298-4500

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

John A. Burgess, Esq.
James R. Burke, Esq.
Wilmer Cutler Pickering
Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
Telephone: (617) 526-6000
Telecopy: (617) 526-5000 Keith F. Higgins, Esq.
Julie H. Jones, Esq.
Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110
Telephone: (617) 951-7000
Telecopy: (617) 951-7050

    Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

    If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    o

    If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    o

    If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o                 

    If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o                 

    If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    o            

TABLE OF CONTENTS

EXPLANATORY NOTE
	Item 16. Exhibits
SIGNATURES
EXHIBIT INDEX
EX-5.1 OPINION OF COUNSEL

EXPLANATORY NOTE

      This Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-3 (File No. 333-113178) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended, solely for the purpose of filing a revised Exhibit 5.1 to the Registration Statement. This Post-Effective Amendment No. 1 was originally filed on June 14, 2004 under an incorrect EDGAR document type (POS AM) and is being refiled on the date hereof solely to reflect the appropriate EDGAR document type (POS EX).

Item 16. Exhibits

       The following exhibits are filed with this registration statement.

Exhibit
Number			Description
	1.1		Form of Underwriting Agreement.**
	2.1	†	Asset Purchase Agreement, dated as of November 15, 2001, by and between SS&C Technologies, Inc. and Netzee, Inc. (incorporated herein by reference to Exhibit 2.1 to SS&C Technologies, Inc.’s Current Report on Form 8-K, dated November 15, 2001 (File No. 000-28430))
	2.2	†	Stock Purchase Agreement, dated as of March 15, 2004, by and between SS&C Technologies, Inc. and ADP Financial Information Services, Inc.**
	4.1		Amended and Restated Certificate of Incorporation of SS&C Technologies, Inc., as amended (incorporated herein by reference to Exhibit 3.1 to SS&C Technologies, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999 (File No. 000-28430))
	4.2		Second Amended and Restated By-Laws of SS&C Technologies, Inc. (incorporated herein by reference to Exhibit 3 to SS&C Technologies, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2000 (File No. 000-28430))
	4.3		Specimen Certificate for shares of Common Stock, $.01 par value per share, of SS&C Technologies, Inc. (incorporated herein by reference to Exhibit 4 to SS&C Technologies, Inc.’s Registration Statement on Form S-1, as amended (File No. 333-3094))
	4.4		Warrant, dated March 29, 2002, made by the registrant in favor of Conseco, Inc. (incorporated herein by reference to Exhibit 4.2 to SS&C Technologies, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 000-28430))
	5.1		Opinion of Wilmer Cutler Pickering Hale and Dorr LLP.*
	23.1		Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in the opinion filed as Exhibit 5.1).*
	23.2		Consent of PricewaterhouseCoopers LLP.**
	24.1		Powers of Attorney.**

*	Filed herewith.
**	Previously filed.
†	We hereby agree to furnish supplementally a copy of any omitted schedules to this agreement to the Securities and Exchange Commission upon its request.

II-1

SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the town of Windsor, state of Connecticut, on the 14th day of June, 2004.

SS&C Technologies, Inc.

By:  /s/ PATRICK J. PEDONTI

Patrick J. Pedonti

Senior Vice President

and Chief Financial Officer

       Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
* William C. Stone		President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	June 14, 2004
/s/ PATRICK J. PEDONTI Patrick J. Pedonti		Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	June 14, 2004
* David W. Clark, Jr.		Director	June 14, 2004
* Joseph H. Fisher		Director	June 14, 2004
Albert L. Lord		Director
Patrick J. McDonnell		Director
* Jonathan M. Schofield		Director	June 14, 2004
* James L. Sullivan		Director	June 14, 2004
* by	/s/ PATRICK J. PEDONTI Patrick J. Pedonti Attorney-in-fact

II-2

EXHIBIT INDEX

Exhibit
Number			Description
	1.1		Form of Underwriting Agreement.**
	2.1	†	Asset Purchase Agreement, dated as of November 15, 2001, by and between SS&C Technologies, Inc. and Netzee, Inc. (incorporated herein by reference to Exhibit 2.1 to SS&C Technologies, Inc.’s Current Report on Form 8-K, dated November 15, 2001 (File No. 000-28430))
	2.2	†	Stock Purchase Agreement, dated as of March 15, 2004, by and between SS&C Technologies, Inc. and ADP Financial Information Services, Inc.**
	4.1		Amended and Restated Certificate of Incorporation of SS&C Technologies, Inc., as amended (incorporated herein by reference to Exhibit 3.1 to SS&C Technologies, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999 (File No. 000-28430))
	4.2		Second Amended and Restated By-Laws of SS&C Technologies, Inc. (incorporated herein by reference to Exhibit 3 to SS&C Technologies, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2000 (File No. 000-28430))
	4.3		Specimen Certificate for shares of Common Stock, $.01 par value per share, of SS&C Technologies, Inc. (incorporated herein by reference to Exhibit 4 to SS&C Technologies, Inc.’s Registration Statement on Form S-1, as amended (File No. 333-3094))
	4.4		Warrant, dated March 29, 2002, made by the registrant in favor of Conseco, Inc. (incorporated herein by reference to Exhibit 4.2 to SS&C Technologies, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 000-28430))
	5.1		Opinion of Wilmer Cutler Pickering Hale and Dorr LLP.*
	23.1		Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in the opinion filed as Exhibit 5.1).*
	23.2		Consent of PricewaterhouseCoopers LLP.**
	24.1		Powers of Attorney.**

*	Filed herewith.
**	Previously filed.
†	We hereby agree to furnish supplementally a copy of any omitted schedules to this agreement to the Securities and Exchange Commission upon its request.

EX-5.1

WILMER CUTLER PICKERING
HALE AND DORR LLP


                                                                     EXHIBIT 5.1

                                                            60 STATE STREET
                                                            BOSTON, MA 02109
                                                            + 1 617 526 6000
                                                            + 1 617 526 5000 fax
                                                            wilmerhale.com

June 3, 2004

SS&C Technologies, Inc.
80 Lamberton Road
Windsor, CT 06095

      Registration Statement on Form S-3

Ladies and Gentlemen:

      This opinion is furnished to you in connection with a Registration
Statement on Form S-3 (File No. 333-113178) (the "Registration Statement") filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), for the registration
of an aggregate of 5,175,000 shares of Common Stock, $0.01 par value per share
(the "Shares"), of SS&C Technologies, Inc., a Delaware corporation (the
"Company"), of which (i) up to 4,050,000 Shares (including 675,000 Shares
issuable upon exercise of an over-allotment option granted by the Company) will
be issued and sold by the Company (the "Company Shares") and (ii) 1,125,000
Shares will be sold by certain stockholders of the Company (the "Selling
Stockholders"). The Shares to be sold by the Selling Stockholders consist of (i)
an aggregate of 967,500 Shares held by the Selling Stockholders (the "Selling
Stockholder Shares") and (ii) an aggregate of 157,500 Shares (the "Option
Shares") issuable upon exercise of options to purchase shares of Common Stock
granted to certain of the Selling Stockholders under the Company's 1996 Director
Stock Option Plan, 1998 Stock Incentive Plan and 1999 Non-Officer Employee Stock
Incentive Plan, each as amended to date (collectively, the "Plans").

      The Shares are to be sold by the Company and the Selling Stockholders
pursuant to an underwriting agreement (the "Underwriting Agreement") to be
entered into by and among the Company, the Selling Stockholders and Goldman,
Sachs & Co., J.P. Morgan Securities Inc., SunTrust Capital Markets, Inc.,
Jefferies Broadview, a division of Jefferies & Company, Inc., and America's
Growth Capital, LLC, as representatives of the several underwriters named in the
Underwriting Agreement, the form of which has been filed as Exhibit 1.1 to the
Registration Statement.

      We are acting as counsel for the Company in connection with the sale by
the Company and the Selling Stockholders of the Shares. We have examined signed
copies of the Registration Statement as filed with the Commission. We have also
examined and relied upon the Underwriting Agreement, minutes of meetings of the
stockholders and the Board of Directors of the Company as provided to us by the
Company, stock record books of the Company as provided to us by the Company, the
Certificate of Incorporation


              BALTIMORE  BERLIN  BOSTON  BRUSSELS  LONDON  MUNICH
      NEW YORK  NORTHERN VIRGINIA  OXFORD  PRINCETON  WALTHAM  WASHINGTON


SS&C Technologies, Inc.
June 3, 2004
Page 2


and By-Laws of the Company, each as restated and/or amended to date, and such
other documents as we have deemed necessary for purposes of rendering the
opinions hereinafter set forth.

      In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.

      Our opinion in clause (ii) below, insofar as it relates to the Selling
Stockholder Shares being fully paid, is based solely on a certificate of the
Chief Financial Officer of the Company confirming the Company's receipt of the
consideration called for by the applicable resolutions authorizing the issuance
of such Selling Stockholder Shares.

      We express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of the Commonwealth of Massachusetts, the General
Corporation Law of the State of Delaware and the federal laws of the United
States of America.

      Based upon and subject to the foregoing, we are of the opinion that (i)
the Company Shares have been duly authorized for issuance and, when such Company
Shares are issued and paid for in accordance with the terms and conditions of
the Underwriting Agreement, such Company Shares will be validly issued, fully
paid and nonassessable, (ii) the Selling Stockholder Shares have been duly
authorized and are validly issued, fully paid and nonassessable and (iii) the
Option Shares have been duly authorized and, when issued and paid for in
accordance with the terms and conditions of the respective Plans and option
agreements thereunder, will be validly issued, fully paid and nonassessable.

      Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters. This opinion
is based upon currently existing statutes, rules, regulations and judicial
decisions, and we disclaim any obligation to advise you of any change in any of
these sources of law or subsequent legal or factual developments which might
affect any matters or opinions set forth herein.

      We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Legal Matters." In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.



SS&C Technologies, Inc.
June 3, 2004
Page 3


                                       
                                          Very truly yours,

                                          WILMER CUTLER PICKERING
                                          HALE AND DORR LLP

                                          By: /s/ James R. Burke

                                          James R. Burke, Partner