1997 STOCK OPTION PLAN

EXHIBIT 10.1.1

SEI INVESTMENTS COMPANY
1997 STOCK OPTION PLAN


1. Background.


The Board of Directors of SEI Investments Company, a Pennsylvania
corporation (the "Company"), by resolution dated December 4, 1997, adopted the
1997 Stock Option Plan (the "Plan") providing for the grant of stock options for
the purchase of shares of Common Stock, par value $.01 (the "Shares"), to
eligible employees of and consultants to the Company and its affiliates, and
directors of the Company who are not also employees of the Company or any
affiliate of the Company ("Non-Employee Directors").


2. Purpose of Plan.


The purpose of the Plan is to allow for the issuance thereunder of stock
options in order to provide an additional means through which the Company can
attract and retain employees and independent Non-Employee Directors. The
Company believes that the Plan will encourage the participants to contribute
materially to the growth of the Company, thereby benefitting the Company's
shareholders, and will align the economic interests of the participants with
those of the shareholders.


3. Administration of the Plan.


(a) Committee. The Plan shall be administered and interpreted by a Stock
Option Committee (the "Committee"). The Committee shall consist of two or more
persons appointed by the Board of Directors.

(b) Committee Authority. Subject to the further terms and conditions of
the Plan, the Committee shall have the sole authority to (i) determine the
individuals to whom grants shall be made under the Plan, (ii) determine the size
and terms of the grants to be made to each such individual, (iii) determine the
time when the grants will be made and the duration of any applicable exercise
period, including the criteria for exercisability and the acceleration of
exercisability and (iv) deal with any other matters arising under the Plan.

(c) Committee Determinations. The Committee shall have full power and
authority to administer and interpret the Plan, to make factual determinations
and to adopt or amend such rules, regulations, agreements and instruments for
implementing the Plan and for the conduct of its business as it deems necessary
or advisable, in its sole discretion. The Committee's interpretations of the
Plan and all determinations made by the Committee pursuant to the powers vested
in it hereunder shall be conclusive and binding on all persons having any
interest in the Plan or in any awards granted hereunder. All powers of the
Committee shall be executed in its sole discretion, in the best interest of the
Company, not as a fiduciary, and in keeping with the objectives of the Plan and
need not be uniform as to similarly situated individuals.


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4. Shares Subject to the Plan.


(a) Plan Share Limits. The maximum aggregate number of Shares that may be
issued under the Plan with respect to options granted from time to time under
the Plan (subject to the provisions of Section 12) shall be 400,000 Shares. The
maximum aggregate number of Shares that may be issued with respect to options
granted made under the Plan to directors eligible hereunder shall be 25,000.

(b) Other Share Requirements. If an option granted under the Plan ceases
to be exercisable in whole or in part by reason of (i) the expiration of the
term of the option; (ii) the cancellation of the option with the consent of the
optionee; (iii) upon or following termination of employment of the optionee in
accordance with Section 9; or (iv) the forfeiture, exchange or surrender of the
option, the Shares which were subject to such option, but to which the option
had not been exercised at the time of termination of the option, shall continue
to be available under the Plan. The Shares to be issued upon exercise of
options granted under the Plan shall be either authorized but unissued Shares or
Shares reacquired by the Company and held in the treasury of the Company,
including Shares purchased by the Company on the open market for purposes of the
Plan.


5. Designation of Participants


(a) Eligible Individuals. Employees of the Company and affiliates of the
Company, other than any employees who are officers or directors of the Company
or an affiliate of the Company, shall be eligible to receive options under the
Plan. Consultants who perform services to the Company or any of its affiliates
shall be eligible to participate in the Plan if the consultants render bona fide
services and such services are not in connection with the offer or sale of
securities in a capital-raising transaction. Non-Employee Directors shall be
eligible to receive options under the Plan only in accordance with Section 11.

(b) Selection of Optionees. From time to time, the Committee shall
designate from such eligible persons those who will receive options and the
number of Shares to be covered by each option.

(c) Rights of Participants. Nothing in the Plan shall entitle any
employee, consultant, Non-Employee Director or other person to any claim or
right to be granted an option under this Plan. Nothing in this Plan, in any
option granted pursuant to this Plan, or in any action taken hereunder shall be
construed as conferring on any individual any rights to continue in the employ
or as a consultant or Non-Employee Director of the Company or any of its
affiliates, or any other employment, consulting or similar rights. Nothing in
the Plan or in any option granted pursuant to this Plan shall in any way
interfere with the right of the Company or any of its affiliates to terminate
the optionee's employment, consulting relationship or directorship, at any time.
Options may be granted to eligible persons whether or not they hold or have held
options under the Plan or under any other plan or arrangement of the Company or
any affiliate of the Company.

(d) Definitions. For the purposes of the Plan, the term "affiliate" shall
mean any corporation, partnership or other entity in which the Company holds,
directly or indirectly, fifty percent (50%) or more of the entity's equity
interest. The term "director" shall mean a member of the Board of Directors of
the Company.

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6. Type of Options.


Options granted under the Plan shall consist solely of options not intended
to meet the requirements of section 422 of the Code.


7. Stock Option Agreement.


Each option granted under the Plan shall be subject to the terms and
conditions set forth herein and shall be evidenced by a stock option agreement,
which shall be executed by the Company. The agreement shall contain such terms
and provisions, not inconsistent with the Plan, as shall be determined by the
Committee. The Committee shall approve the form and provisions of each stock
option agreement, and any amendment thereto. The terms and provisions of such
option agreements may vary between optionees and between different options
granted to the same optionee. By accepting any option granted under the Plan,
an optionee will be deemed to have agreed to all provisions contained in the
option agreement.


8. Option Price.


(a) Determination of Option Price. The option price shall be determined by
the Committee and shall be not less than the Fair Market Value (as defined
below) of the Shares at the time the option is granted.

(b) Determination of Fair Market Value. For the purposes of this Plan, the
Fair Market Value of the Shares shall mean the average (mean) of the closing bid
and asked prices of the Shares as reported on the relevant date through the
National Association of Securities Dealers Automated Quotation System or, if the
Shares are listed or admitted to trading on the Nasdaq National Market System or
any national securities exchange or if the last reported sale price of such
Shares is generally available, the last reported sale price on such system or
exchange on the relevant date. The Fair Market Value for any day for which
there is no such bid and asked price or last reported sales price shall be the
Fair Market Value of the next preceding day for which there is such a price.

Should the Shares be traded otherwise than on the markets referred to
above, then the Fair Market Value shall be determined by the Committee. If the
Shares are not publicly traded, then the Fair Market Value shall be not less
than the value established for the Shares by an independent appraisal as of a
date not more than twelve months before such value determination by the
Committee.


9. Terms of Options.


The Committee shall have the authority to determine the term of each
option, provided that no option shall be exercisable after the expiration of ten
(10) years from the date of option grant. Subject to the limitation periods
hereinabove set forth, no option, or portion thereof, granted under the Plan
shall vest after the optionee ceases to be employed by (and is employed by
neither) the Company or one of its affiliates (a "termination of employment")
and all options shall terminate automatically on the earliest to occur of the
expiration of the option term (as described above), or one of the following
events:

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a. Upon the expiration of ten (10) days after notice by the Company
pursuant to Section 12(d) of the sale of all or substantially all of its assets;

b. Thirty (30) days after a termination of employment (or within such
other period of time as may be specified by the Committee) for any reason other
than death, retirement or disability;

c. One year from the date of a termination of employment (or within such
other period of time as may be specified by the Committee) by reason of the
optionee's death;

d. Three months from the date of a termination of employment (or within
such other period of time as may be specified by the Committee) by reason of the
optionee's disability or retirement; or

e. As of the date of a termination of employment by reason of a
termination for cause.

For purpose of determining whether or not a termination of employment has
occurred, (i) the transfer of an optionee between the Company and any affiliate
or between affiliates shall not be deemed a termination of employment, (ii) the
sale of any affiliate to an unaffiliated party, or the consummation of any other
transaction whereby an affiliate ceases to be an affiliate of the Company, shall
be deemed a termination of employment of any optionee who continues to be
employed by such affiliate subsequent to such sale or transaction, (iii) a
consultant shall be deemed to have incurred a termination of employment at the
time he is no longer required to perform services for the Company or any
affiliate, as determined by the Committee, (iv) an optionee shall be deemed to
have been terminated for cause if the Committee finds that the optionee has
breached his employment or service contract with the Company or an affiliate, or
has been engaged in disloyalty to the Company or an affiliate, including,
without limitation, fraud, embezzlement, theft, commission of a felony or proven
dishonesty in the course of his employment or service, or has disclosed trade
secrets or confidential information of the Company or an affiliate to persons
not entitled to receive such information, and (v) an optionee shall be deemed
to be disabled if the optionee becomes disabled within the meaning of section
22(e)(3) of the Code. Notwithstanding the foregoing, with respect to an option
granted to a consultant, the Committee, in its sole discretion, shall establish
the provisions concerning termination of such option at the time of option
grant. In the absence of such establishment, the provisions of (a) through (e)
above shall apply.


10. Exercise of Options.


(a) Exercisability of Options. The time or times at which or during which
options granted under this Plan may be exercised, and any conditions pertaining
to such exercise, shall be determined by the Committee and specified in the
stock option agreement or an amendment to the stock option agreement.

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(b) Transferability of Options.

(i) Nontransferability of Options. Except as provided below, no
option granted under this Plan shall be assignable or otherwise transferable
except by will or the laws of descent and distribution or if permitted in any
specific case by the Committee, pursuant to a domestic relations order (as
defined under the Code or Title I of the Employee Retirement Income Security Act
of 1974, as amended, or the regulations thereunder). Any option shall be
exercisable solely by the optionee during the lifetime of the optionee and,
after the death of the optionee, an option shall be exercisable (subject to the
provision of Section 9) solely by either the duly qualified personal
representative or representatives of the optionee, or the person or persons who
acquire the right to exercise such option by will or the laws of descent and
distribution and such person or persons furnish proof satisfactory to the
Company of his or their right to receive the option under the optionee's will or
under the applicable laws of descent and distribution.

(ii) Family Transfers. Notwithstanding the foregoing, the Committee
may provide, in a stock option agreement, that an optionee may transfer options
to family members or other persons or entities according to such terms as the
Committee may determine; provided that the optionee receives no consideration
for the transfer of the option and the transferred option shall continue to be
subject to the same terms and conditions as were applicable to the option
immediately before the transfer.

(c) Payment of Option Price. The purchase price of the Shares as to which
an option is exercised shall be paid in full in cash or in any other manner
approved by the Committee which may include, but shall not be limited to,
payment by surrender of unrestricted Shares owned by the optionee (including
Shares acquired in connection with the exercise of the option, subject to such
restrictions as the Committee deems appropriate) and having a Fair Market Value
on the date of exercise equal to the purchase price, or payment through a broker
in accordance with procedures permitted by Regulation T of the Federal Reserve
Board. The optionee shall pay the option price and the amount of any
withholding tax due (pursuant to Subsection (d)) at the time of exercise.

(d) Withholding of Taxes.

(i) Required Withholding. All options under the Plan shall be subject
to applicable federal (including FICA), state and local tax withholding
requirements. The Company may require the optionee or other person receiving
such Shares to pay to the Company the amount of any such taxes that the Company
is required to withhold with respect to the exercise of such options, or the
Company may deduct from other wages paid by the Company the amount of any
withholding taxes due with respect to such exercise.

(ii) Withholding Shares. If the Company is required to withhold any
taxes arising from an exercise of options under the Plan, the Treasurer of the
Company may, in such person's discretion, withhold delivery of Shares issuable
upon exercise of an option in an amount (valued at the Fair Market Value of such
Shares on the date of exercise of the option) sufficient to cover the Company's
withholding obligation with respect to such taxes.


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(e) Notice of Exercise. Notice in writing shall be given by the optionee
to the Treasurer of the Company, or such other person as may be designated from
time to time by the Treasurer, on any day on which the offices of the Company
are generally open for the conduct of business, which notice shall indicate the
exercise of any option and specify the number of Shares desired at the option
price.

(f) Limitations on Issuance of Shares. The obligation of the Company to
deliver Shares upon such exercise shall be subject to all applicable laws,
rules, regulations, and such approvals by governmental agencies as may be deemed
appropriate by the Committee, including, among others, such steps as counsel for
the Company shall be deem necessary or appropriate to comply with requirements
of relevant securities laws. Such obligation shall also be subject to the
condition that the Shares reserved for issuance upon the exercise of options
granted under the Plan shall have been duly listed on any national securities
exchange which then constitutes the principal trading market for the Shares.


11. Formula Option Grants to Non-Employee Directors.


A Non-Employee Director shall be entitled to receive options under the Plan
only in accordance with this Section 11.

(a) Initial Grant. Each Non-Employee Director who first becomes a member
of the Board of Directors of the Company after the effective date of this Plan
(as specified in Section 17) shall receive a grant of an option to purchase
8,000 Shares on the date as of which he or she first becomes a member of the
Board or at such other proximate time as the Committee may determine.

(b) Annual Grants. Each Non-Employee Director shall receive an annual
grant of an option to purchase 4,000 Shares; provided that such Non-Employee
Director qualifies as such on the date of grant. The date of grant of each such
annual grant shall be December 31, the date of any year end grants to employees
under this Plan or such other proximate time as the Committee shall determine.

(c) Option Price. The option price of the Shares subject to an option
granted under this Section 11 shall be equal to the Fair Market Value of the
Shares on the date of grant.

(d) Option Term and Exercisability. The term of each option granted
pursuant to this Section 11 shall be ten years. Options granted under this
Section 11 shall become exercisable in four equal installments of whole number
of shares on the first, second, third and fourth anniversaries of the date of
grant, unless otherwise determined by the Committee. No option, or portion
thereof, granted under this Section 11 shall vest or become exercisable after
the optionee ceases to be a Non-Employee Director and all options shall
terminate automatically on the earliest to occur of the expiration of the option
term (as described above), or one of the following events:

(1) Upon expiration of ten (10) days after notice by the Company
pursuant to Section 12(d) of the sale of all or substantially all of its
assets;

(2) Thirty (30) days after the date the Non-Employee Director ceases
to be a Non-Employee Director for any reason other than death, disability
or the employment of the Non-Employee Director by the Company or an
affiliate of the Company; or


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(3) One year after the date the Non-Employee Director ceases to be a
Non-Employee Director as a result of death, disability or the Non-Employee
Director's employment by the Company or an affiliate of the Company.

(e) Applicability of Plan Provisions. Except as otherwise provided in this
Section 11, options granted to Non-Employee Directors shall be subject to the
provisions of this Plan applicable to options granted to other persons.

(f) Administration. Except to the extent provided herein, the provisions
of this Section 11 are intended to operate automatically and not require
administration. To the extent that any administrative determinations are
required, any determinations with respect to the provisions of this Section 11
shall be made by the Committee. If at any time there are not sufficient Shares
available under the Plan to permit a grant as described in this Section 11, the
Grant shall be reduced pro rata (to zero, if necessary) so as not to exceed the
number of Shares then available under the Plan.


12. Capital Change of the Company.


(a) Adjustments. In the event that there is a change in, reclassification
of, subdivision of, combination of, split-up or spin-off with respect to, stock
dividend on, or exchange of stock of the Company for the outstanding Shares of
the Company, the maximum aggregate number and class of Shares as to which
options may be granted under the Plan, but not the maximum aggregate number of
Shares that may be subject to grants to Non-Employee Directors, and the number
and class of Shares subject to each outstanding option and the option price
pertaining to such Shares, may (but need not) be adjusted by the Committee in
any manner in which the Committee, in is absolute discretion, deems appropriate.
Such adjustment to Shares that may be subject to options granted under the Plan
or to outstanding Shares subject to options under the Plan shall not in any
event take place with respect to any dividend payable in Shares of the Company,
unless such dividend would result in either (i) an increase of ten percent (10%)
or more in the outstanding Shares of the Company since the adoption of the Plan
or the grant of the subject option thereunder, as the case may be; or (ii) an
increase in any one transaction of five percent (5%) or more in the outstanding
Shares.

(b) Consolidation or Merger of the Company. If the Company shall be
consolidated or merged with another corporation, each optionee who has an
outstanding option hereunder shall, at the time for issuance of Shares upon
exercise or partial exercise of such option, be entitled to receive the same
number and kind of shares, or the same amount of other property, cash, or
securities as the optionee would have been entitled to receive upon the
happening of such consolidation or merger if the optionee had been, immediately
prior to such event, the holder of the number of Shares to which the optionee
has an outstanding option hereunder (to the extent of such exercise or partial
exercise) adjusted in the manner provided in this Section, or, if another
corporation shall be the survivor, such other corporation shall substitute
therefor a substantially equivalent number and kind of shares of stock or other
property, cash, or securities of such other corporation. Notwithstanding
anything in the Plan to the contrary, in the event of a consolidation or merger
described above, the Committee shall not have the right to take any actions
described in the Plan that would make the consolidation or merger ineligible for
pooling of interests accounting treatment or that would make the consolidation
or merger ineligible for desired tax treatment if, in the absence of such right,
the consolidation or merger would qualify for such treatment and the Company
intends to use such treatment with respect to the consolidation or merger.


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(c) Further Adjustments. In the event that there shall be any change,
other then as specified above, in the number or kind of the outstanding Shares
or of any stock or other securities into which such Shares shall have been
changed or for which they shall have been exchanged, or in the event of a
dividend to holders of the Shares payable other than in cash or stock of the
Company, then if the Committee shall determine that such change equitably
requires an adjustment in the number or kind of Shares available for grants
under the Plan (other than grants to Non-Employee Directors) but not yet covered
by an option, or an adjustment with respect to the number, price or kind of
Shares then subject to an option or options, such adjustment shall be made and
shall be effective and binding for all purposes of the Plan.

(d) Sale of Substantially all Assets. Notwithstanding the above, if all or
substantially all of the assets of the Company shall be sold or exchanged
(otherwise than by merger or consolidation), each optionee shall have the right
to exercise such option in full, to the extent that it has not previously been
exercised within ten (10) days after the notice by the Company of the right to
exercise, and any such option not so exercised shall lapse.


13. Termination and Amendment.


(a) Termination and Amendment of Plan. Unless the Plan shall theretofore
have been terminated as hereinafter provided, it shall terminate on, and no
option shall be granted thereunder after, the second anniversary of the
effective date of the Plan (as specified in Section 17). The Board of
Directors, in its sole discretion, may, at any time and from time to time,
terminate the Plan or make such modifications or amendments thereof as it shall
deem advisable.

(b) Termination and Amendment of Outstanding Options. The Committee may
authorize amendments of outstanding options including without limitation the
reduction of the option prices specified therein (or the granting of new options
at lower prices upon the cancellation of outstanding options), so long as all
options granted hereunder outstanding at any one time shall not call for
issuance of more Shares than those provided in Section 4 and so long as the
provisions of any amended option would have been permissible under the Plan if
such option had been originally granted as of the date of such amendment with
such amended terms. No termination, modification, or amendment of this Plan
may adversely affect any then outstanding option under such Plan without the
consent of the person to whom such option has been granted. Whether or not the
Plan has terminated, an outstanding option may be terminated or amended under
Section 18(c) or may be amended by agreement of the Company and the optionee
consistent with the Plan.

(c) Governing Document. The Plan shall be the controlling document. No
other statements, representations, explanatory materials or examples, oral or
written, may amend the Plan in any manner. The Plan shall be binding upon and
enforceable against the Company and its successors and assigns.


14. Funding of the Plan.


This Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of grants under this Plan. In no event shall
interest be paid or accrued on any grant.


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15. No Fractional Shares


No fractional Shares shall be issued or delivered pursuant to the Plan or
any option. The Committee shall determine whether cash, other awards or other
property shall be issued or paid in lieu of such fractional shares or whether
such fractional shares or any rights thereto shall be forfeited or otherwise
eliminated.


16. Headings.


Section headings are for reference only. In the event of a conflict
between a title and the content of a Section, the content of the Section shall
control.


17. Effective Date.


The Plan shall be effective on December 4, 1997, the date of its adoption
by the Board of Directors of the Company.


18. Miscellaneous.


(a) Grants in Connection with Corporate Transactions and Otherwise. Nothing
contained in this Plan shall be construed to (i) limit the right of the
Committee to make grants under this Plan in connection with the acquisition, by
purchase, lease, merger, consolidation or otherwise, of the business or assets
of any corporation, firm or association, including options to employees thereof
who become employees of the Company, or for other proper corporate purposes, or
(ii) limit the right of the Company to grant stock options or make other awards
outside of this Plan. Without limiting the foregoing, the Committee may make a
grant to an employee of another corporation who becomes an employee by reason of
a corporate merger, consolidation, acquisition of stock or property,
reorganization or liquidation involving the Company or any of its subsidiaries
in substitution for a stock option or restricted stock grant made by such
corporation. The terms and conditions of the substitute grants may vary from the
terms and conditions required by the Plan and from those of the substituted
stock incentives. The Committee shall prescribe the provisions of the substitute
grants.

(b) Rights of an Optionee. No optionee shall have any rights of a
shareholder with respect to any Shares unless and until the optionee has
exercised the option with respect to such Shares, has paid the full option price
therefor, and the Shares have been issued to the optionee on the books of the
Company.

(c) Compliance with Law. The Plan and the exercise of options shall be
subject to all applicable laws and to approvals by any governmental or
regulatory agency as may be required. With respect to persons subject to
section 16 of the Exchange Act, it is the intent of the Company that the Plan
and all transactions under the Plan comply with all applicable provisions of
Rule 16b-3 or its successors under the Exchange Act. The Committee may revoke
any grant if it is contrary to law or modify a grant to bring it into compliance
with any valid and mandatory government regulation. The Committee may also
adopt rules regarding the withholding of taxes on payments to optionees. The
Committee may, in its sole discretion, agree to limit its authority under this
Section.


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(d) Governing Law. The validity, construction, interpretation and effect
of the Plan and stock option agreements issued under the Plan shall exclusively
be governed by and determined in accordance with the law of the Commonwealth of
Pennsylvania, to the extent such law is not superseded by or inconsistent with
Federal law.


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