SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

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

                                 SCHEDULE 13D
                                (Rule 13d-101)

            INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                 RULE 13d-2(a)

                               (Amendment No. 2)


                   Systems & Computer Technology Corporation
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                               (Name of Issuer)


                         Common Stock, $.01 per share
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                        (Title of Class of Securities)


                                   871873105
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                                (CUSIP Number)


                          Elizabeth F. Bosco
                          Tocqueville Asset Management L.P.
                          1675 Broadway
                          New York, NY 10019
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                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)


                                 May 15, 2003
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            (Date of Event which Requires Filing of This Statement)

     If the filing person has previously  filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this  schedule  because of Rule  13d-1(e),  13d-1(f)  or  13d-1(g),  check the
following box [ ].

     Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule,  including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.

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(1)  The  remainder  of this cover  page  shall be filled out for a  reporting
     person's initial filing on this form with respect to the subject class of
     securities, and for any subsequent amendment containing information which
     would alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities  Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be  subject to all other  provisions  of the Act  (however,  see the
Notes).





CUSIP No.   871873105
            ---------------------

1.    NAME OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

      Tocqueville Asset Management L.P.


2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a) [_]
                                                                 (b) [x]


3.    SEC USE ONLY


4.    SOURCE OF FUNDS

      WC

5.    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
      ITEMS 2(d) OR 2(e)
                                                                    [_]


6.    CITIZENSHIP OR PLACE OF ORGANIZATION

      Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.    SOLE VOTING POWER

      1,879,270

8.    SHARED VOTING POWER


9.    SOLE DISPOSITIVE POWER

      1,879,270

10.   SHARED DISPOSITIVE POWER


11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      1,879,270

12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*


13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      5.59%

14.   TYPE OF REPORTING PERSON

      PN




CUSIP No.   871873105
            ---------------------

--------------------------------------------------------------------------------
Item 1.  Security and Issuer.

         No Change

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Item 2.  Identity and Background.

         No Change.

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Item 3.  Source and Amount of Funds or Other Consideration.

         No change.

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Item 4.  Purpose of Transaction.

         The Reporting  Person sold 270,000 Shares on behalf of its clients in
the ordinary course of its business activities.

         No further changes.

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Item 5.  Interest in Securities of the Issuer.

         As of the date hereof,  the Reporting  Person may be deemed to be the
beneficial owner of 1,879,270  Shares,  or 5.59% of the outstanding  Shares of
the Issuer,  based upon the 33,650,000  Shares  outstanding as of May 9, 2003,
according to the Issuer's most recently published Form 10-Q.

         The Reporting Person has the sole power to vote or direct the vote of
the 1,879,270 Shares to which this filing relates.

         The  Reporting  Person  has the sole  power to  dispose or direct the
disposition of the 1,879,270 shares to which this filing relates.

         The Reporting Person specifically  disclaims  beneficial ownership in
the Shares  reported  herein  except to the extent of its  pecuniary  interest
therein.

         The trading  date,  number of shares sold and the price per share for
all  transactions  in the Shares  since the last filing on Schedule 13D is set
forth  in  Exhibit  B  attached   hereto  and  was  effected   through  broker
transactions.

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Item 6.  Contracts, Arrangements,  Understandings or Relationships with Respect
to Securities of the Issuer.

         No change.

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Item 7.  Material to be Filed as Exhibits.

         Exhibit A: Schedule of Transactions in the Shares of the Issuer.

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                                   SIGNATURE


     After  reasonable  inquiry and to the best of my knowledge and belief,  I
certify that the information set forth in this statement is true, complete and
correct.


                                                   June 10, 2003
                                       ----------------------------------------
                                                     (Date)


                                          TOCQUEVILLE ASSET MANAGEMENT L.P.*

                                          BY: /s/ Elizabeth F. Bosco*
                                       ----------------------------------------
                                          Name: Elizabeth F. Bosco
                                          Title: Compliance Officer


* The Reporting  Person  specifically  disclaims  beneficial  ownership in the
Shares  reported  herein  except  to the  extent  of its  pecuniary  interests
therein.

Attention.  Intentional  misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).






                                   Exhibit A
                          Transactions in the Shares
                          --------------------------


Transaction           Trade                        Trade
Type                  Date           Quantity      Amount

Sold                  5/15/03        270,000        $1,876,500








 52276.0001 #408724