
                                                                  EXHIBIT 5.2


 INTERNAL REVENUE SERVICE                     DEPARTMENT OF THE TREASURY
 DISTRICT DIRECTOR
 1100 COMMERCE STREET
 DALLAS, TX 75242                             Employer Identification Number:
 Date: SEP 10 1996                            43-1128385
                                              File Folder Number:
 JACK HENRY & ASSOCIATES, INC.                430000881l
 C/O CHRISTOPHER C. HALTON                    Person to Contact:
 A. COLE STEPHENS & ASSOCIATES, INC.          JILL RUTHERFORD
 12720 HILLCREST, SUITE 900, LBJ 71           Contact Telephone Number:
 DALLAS, IX 75230                             (214) 767-6023
                                              Plan Name:
                                              401K EMPLOYEE STOCK OWNERSHIP
                                              PLAN AND TRUST
                                              Plan Number 002


 Dear Applicant:

     We nave made a  favorable determination on your plan, identified  above,
 based on the information supplied. Please keep this letter in your permanent
 records.

     Continued qualification of  the plan under its present form will  depend
 on its effect in operation.  (See section 1.401-1(b) (3) of  the Income  Tax
 Regulations.)    We  will  review  the  status  of  the  plan  in  operation
 periodically.

     The  enclosed document  explains  the  significance  of  this  favorable
 determination letter, points out some features that may affect the qualified
 status  of  your  employee  retirement  plan,  and provides  information  on
 the  reporting  requirements for your  plan.  It also  describes some events
 that automatically  nullify  it.  It is  very important  that you  read  the
 publication.

     This letter relates only to the  status of your plan under the  Internal
 Revenue  Code.  It  is not  a determination  regarding the  effect of  other
 federal or local statutes.

     This determination letter is applicable for the amendment(s) adopted  on
 December 21, 1994.

     This  determination  letter is  also  applicable  for  the  amendment(s)
 adopted on December 21, 1994.

     This plan satisfies the requirements of Code section 4975 (e) (7).

     This plan has  been mandatorily disaggregated, permissively  aggregated,
 or restructured to satisfy the nondiscrimination requirements.

     This  plan satisfies  the  nondiscrimination in  amount  requirement  of
 section 1.401(a) (4)-l(b) (2) of the  regulations on the basis of a  design-
 based safe harbor described in the regulations.

     This  letter  is  issued  under  Rev.  Proc.  93-39  and  considers  the
 amendments required  by the  Tax  Reform Act  of  1986 except  as  otherwise
 specified in this letter.

     This  plan   satisfies   the  nondiscriminatory   current   availability
 requirements of section l.40l(a) (4)-4(b) of the regulations with respect to
 those benefits, rights,  and features that  are currently  available to  all
 employees in  the plan's  coverage  group.   For  this purpose,  the  plan's
 coverage group consists of those  employees treated as currently  benefiting
 for purposes of demonstrating that the  plan satisfies the minimum  coverage
 requirements of section 410(b) of the Code.

     This letter may  not  be relied upon with  respect to  whether the  plan
 satisfies the qualification  requirements as  amended by  the Uruguay  Round
 Agreements Act. Pub. L. 103-465.

     We have sent a copy of  this letter to your representative as  indicated
 in the power of attorney.

     If you have questions concerning this matter, please contact the  person
 whose name and telephone number are shown above.

                                Sincerely yours


                                Bobby E. Scott
                                District Director

 Enclosures:
 Publication 794
 Reporting & Disclosure Guide
 for Employee Benefit Plans


                                                           Letter 835 (DO/CG)
