Form: 8-A12G

Form for registration of a class of securities pursuant to Section 12(g)

June 16, 1999

8-A12G: Form for registration of a class of securities pursuant to Section 12(g)

Published on June 16, 1999



SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-A


FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934



SEI Investments Company
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(Exact Name of Registrant as Specified in its Charter)

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Pennsylvania 23-1707341
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(State of Incorporation (IRS Employer
or Organization) Identification No.)

1 Freedom Valley Drive 19456-1100
Oaks, Pennsylvania
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(Address of Principal Executive Offices) Zip Code

If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A. (c), please check the following box. [_]

If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A. (d), please check the following box. X**

Securities Act registration statement file number to which this form
relates:_______________
(if applicable)

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

Preferred Share Purchase Rights
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(Title of class)

Item 1. Description of Registrant's Securities to be Registered.
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The description of Registrant's Securities to be registered is
incorporated by reference to Exhibit C to the Rights Agreement, dated as of
December 10, 1998, between SEI Investments Company and American Stock Transfer &
Company, as Rights Agent, which was filed as Exhibit 4.2 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1998 (File No. 0-
10200).

Item 2. Exhibits.
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1. Rights Agreement, dated as of December 10, 1998, between SEI
Investments Company and American Stock Transfer & Trust Company,
as Rights Agent (Incorporated by reference to Exhibit 4.2 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 (File No. 0-10200)).



SIGNATURE


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, thereunto duly authorized.


SEI INVESTMENTS COMPANY



By: /s/ Lydia A. Gavalis
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Name: Lydia A. Gavalis
Title: Vice President


Dated: June 16, 1999