AGILYSYS INC — Director's Dealing 2005

May 16, 2005

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: AGILYSYS INC (AGYS)
CIK: 0000078749
Period of Report: 2005-03-31

Reporting Person: SULLIVAN THOMAS C (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-03-31	Phantom Stock	$0.00	A	25479.9	Acquired		Common stock (25479.9)	Direct

Footnotes

F1: The reporting person elected to receive his director fees in the form of stock equivalents. These phantom stock units are held in the reporting person's account under the Agilysys, Inc. Deferred Compensation Plan for Directors, as amended.

F2: These phantom stock units represent the balance as of March 31, 2005 of the stock equivalent value of the reporting person's director fees held in his account under the Agilysys, Inc. Deferred Compensation Plan for Directors, as amended, along with dividends accrued on such phantom stock units. These phantom stock units are being reported late due to an inadvertent reporting error.

F3: Upon cessation of his tenure as a Director in accordance with the terms and conditions of the Agilysys, Inc. Deferred Compensation Plan for Directors, as amended.

F4: The reporting person's Stock Allotment Account established under the Agilysys, Inc. Deferred Compensation Plan for Directors has been credited with a stock equivalent which was equal to the number of shares (computed to the nearest one-hundredth of a share) of the Company's Common Shares (the "Common Shares") that could be purchased with the dollar amount of the allotment at the last sales price of the Common Shares on the last trading day of the applicable quarter of the Company; and also includes an additional stock equivalent which is equal to the number of Common shares (computed to the nearest one-hundredth of a share) that could be purchased with the dollar amount determined by multiplying the dividends paid per share of Common Shares to shareholders of record during the applicable fiscal quarter, by the number of shares, including fractional shares, in the Stock Allotment Account at the beginning of such fiscal quarter.