<PAGE>
 
As filed with the Securities and Exchange Commission on June 10, 1997
                                                  Registration No. 333-_______
 
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                               _________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                             _____________________

                             FIRST DATA CORPORATION
             (Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
 
<S>                                         <C>
               Delaware                                47-0731996
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
     incorporation or organization)
 
      401 Hackensack Avenue                               07601
      Hackensack, New Jersey                            (Zip Code)
(Address of principal executive offices)
</TABLE>
                   Technology Solutions International, Inc.
                               Stock Option Plan
                           (Full title of the plan)
<TABLE>
<S>      <C>                                           <C>
             David P. Bailis                                  Copy to:
             General Counsel                               Thomas A. Rossi
          First Data Corporation                        First Data Corporation
         2121 North 117th Avenue                       2121 North 117th Avenue
          Omaha, Nebraska 68164                         Omaha, Nebraska 68164
             (402) 498-2170
  (Name, address, and telephone number,
  including area code, of agent for service)
</TABLE>
                          ____________________________

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                         Proposed      Proposed
                         Amount          maximum       maximum
     Title of             to be          offering     aggregate       Amount of
 Securities to be     registered(1)     price per      offering    registration fee
    registered                           share(2)       price
-----------------------------------------------------------------------------------
<S>                 <C>                  <C>           <C>               <C>
 
Common Stock,       13,910  shares       $0.4607       $36,021(2)        $100
$.01 par value         522  shares       $0.8829
                     7,815 shares        $1.3436
                     2,709 shares        $1.5163
                     4,298 shares        $1.5355
                       104 shares        $1.5547
                     1,042 shares        $1.6699
                       521 shares        $1.7467
                       130 shares        $1.9194
                     2,423 shares        $2.0154
 
-----------------------------------------------------------------------------------
</TABLE>

(1)  This registration statement also covers an indeterminate number of shares
     as may become issuable because of the provisions of the Plans relating to
     adjustments for changes resulting from stock dividends, stock splits and
     similar changes.

(2)  Estimated solely for the purpose of calculating the registration fee and,
     pursuant to Rule 457(h) under the Securities Act of 1933, based upon
     options to purchase a certain number of shares of Common Stock at varying
     purchase prices, as reflected in the Calculation of Registration Fee Table.
================================================================================
<PAGE>
 
                                    PART II
                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

          The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by First Data Corporation (the "Company")
are incorporated herein by reference:

          (a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996;

          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December
31, 1996; and

          (c) The description of the Common Stock, par value $.01 per share, of
the Company which is contained in the Company's Report on Form 8-A (File No. 1-
11073) filed March 24, 1992 under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

          All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the respective dates of filing of such documents (such
documents, and the documents enumerated above, being herein after referred to as
"Incorporated Documents").

          Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

          Section 145 of the Delaware General Corporation Law ("DGCL") empowers
a Delaware corporation to indemnify any persons who are, or are threatened to be
made, parties to any threatened, pending or completed legal action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person was an officer or director of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such officer or director acted in good faith and in a
manner he reasonably believed to be in or not opposed to the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe his
conduct was illegal. A Delaware corporation may indemnify officers and directors
in an action by or in the right of the corporation under the same conditions,
except that no indemnification is permitted without judicial approval if the
officer or director is adjudged to be liable to the corporation in the
performance of his duty. Where an officer or director is successful on the
merits or

                                     II-1
<PAGE>
 
otherwise in the defense of any action referred to above, the corporation must
indemnify him against the expenses which such officer or director actually and
reasonably incurred.

     In accordance with Section 102(b)(7) of the DGCL, the Company's Restated
Certificate of Incorporation contains a provision to limit the personal
liability of the directors of the Company for violations of their fiduciary
duty.  This provision eliminates each director's liability to the Company or its
stockholders for monetary damages except for (i) breaches of a director's duty
of loyalty to the Company or its stockholders, (ii) acts or omissions not in
good faith or which involve intentional misconduct or knowing violations of law,
(iii) certain transactions under Section 174 of the DGLC (unlawful payment of
dividends or unlawful stock purchases or redemptions) or (iv) transactions from
which a director derives an improper personal benefit.  The effect of this
provision is to eliminate the personal liability of directors for monetary
damages for actions involving a breach of their fiduciary duty of care,
including any actions involving gross negligence.

     The Restated Certificate of Incorporation and the By-laws of the Company
provide for indemnification of the Company's officers and directors to the
fullest extent permitted by applicable law, except that the By-laws provide that
the Company is required to indemnify an officer or director in connection with a
proceeding initiated by such person only if the proceeding was authorized by the
Board of Directors of the Company.  In addition, the Company maintains insurance
policies which provide coverage for its officers and directors in certain
situations where the Company cannot directly indemnify such officers or
directors.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

Exhibit
  No.                                     Description
-------                                   -----------

4(a)           Amended and Restated Certificate of Incorporation of the Company
               (incorporated by reference to Commission File No. 1-11073,
               Exhibit 3 to the Company's Quarterly Report on Form 10-Q for the
               quarter ended September 30, 1995).

4(b)           By-laws of the Company (incorporated by reference to Commission
               File No. 1-11073, Exhibit 3(ii) of the Company's Annual Report on
               Form 10-K for the year ended December 31, 1995).

5              Opinion of Sidley & Austin.
15             Letter from Ernst & Young LLP re: unaudited interim financial
               information. 
23(a)          Consent of Ernst & Young LLP.
23(b)          Consent of Deloitte & Touche LLP.
23(c)          Consent of Sidley & Austin (contained in Exhibit 5 hereto).
24             Powers of Attorney (included on signature page).

Item 9.   Undertakings.

          (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to the registration statement;

          (i)  To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933, as amended (the "Securities Act of
               1933");

          (ii) To reflect in the prospectus any facts or events arising after
               the effective date of the registration statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a

                                      II-2
<PAGE>
 
                 fundamental change in the information set forth in the
                 registration statement. Notwithstanding the foregoing, any
                 increase or decrease in volume of securities offered (if the
                 total dollar value of securities offered would not exceed that
                 which was registered) and any deviation from the low or high
                 end of the estimated maximum offering range may be reflected in
                 the form of prospectus filed with the Commission pursuant to
                 Rule 424(b) if, in the aggregate, the changes in volume and
                 price represent no more than a 20 percent change in the maximum
                 aggregate offering price set forth in the "Calculation of
                 Registration Fee" table in the effective registration
                 statement;

          (iii)  To include any material information with respect to the plan of
                 distribution not previously disclosed in the registration
                 statement or any material change to such information in the
                 registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

          (2)    That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

          (3)    To remove from registration by means of a post-effective
amendment any of the securities being registered which remained unsold at the
termination of the offering.

          (b)    The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (c)    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                      II-3
<PAGE>
 
                                   SIGNATURES


          Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing this Registration Statement on Form
S-8 and has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Hackensack, State
of New Jersey, on June 10, 1997.


                                       FIRST DATA CORPORATION


                                       By:  /s/ Henry C. Duques
                                           -----------------------------
                                           Henry C. Duques
                                           Chairman of the Board
                                             and Chief Executive Officer


                               POWER OF ATTORNEY

 
          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears immediately below constitutes and appoints David P. Bailis, Patricia A.
Winchell and Thomas A. Rossi, and each or any of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.


<TABLE>
<CAPTION>

        Signature                                      Title(s)                                    Date
        ---------                                      --------                                    ----
<S>                                <C>                                                         <C>

   /s/ Henry C. Duques             Chairman of the Board and Chief                             June 10, 1997
-------------------------            Executive Officer
        Henry C. Duques



   /s/ Lee Adrean                  Executive Vice President and Chief                          June 10, 1997
-------------------------            Financial Officer (Principal Financial Officer)
        Lee Adrean



   /s/ Richard Macchia             Senior Vice President-Finance                               June 10, 1997
-------------------------            (Principal Accounting Officer)
        Richard Macchia

   /s/ Ben Burdetsky               Director                                                    June 10, 1997
-------------------------
        Ben Burdetsky


   /s/ Courtney F. Jones           Director                                                    June 10, 1997
-------------------------
        Courtney F. Jones
</TABLE>

                                      II-4
<PAGE>

<TABLE>

<S>                                <C>                                                         <C>
   /s/ Robert J. Levenson          Director                                                    June 10, 1997
----------------------------
        Robert J. Levenson


   /s/ James D. Robinson III       Director                                                    June 10, 1997
----------------------------
        James D. Robinson III


   /s/ Charles T. Russell          Director                                                    June 10, 1997
----------------------------
        Charles T. Russell


   /s/ Bernard L. Schwartz         Director                                                    June 10, 1997
----------------------------
        Bernard L. Schwartz


   /s/ Garen K. Staglin            Director                                                    June 10, 1997
----------------------------
        Garen K. Staglin
</TABLE>

                                      II-5
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------

Exhibit
Number                Description of Exhibit
------                ----------------------

4(a)           Amended and Restated Certificate of Incorporation of the Company
               (incorporated by reference to Commission File No. 1-11073,
               Exhibit 3 to the Company's Quarterly Report on Form 10-Q for the
               quarter ended September 30, 1995).

4(b)           By-laws of the Company (incorporated by reference to Commission
               File No. 1-11073, Exhibit 3(ii) of the Company's Annual Report on
               Form 10-K for the year ended December 31, 1995).

5*             Opinion of Sidley & Austin.

15*            Letter from Ernst & Young LLP re: unaudited interim financial
               information.

23(a)*         Consent of Ernst & Young LLP.

23(b)*         Consent of Deloitte & Touche LLP.

23(c)*         Consent of Sidley & Austin (contained in Exhibit 5 hereto).

24*            Powers of Attorney (included on signature page).


________________________
*Filed herewith

                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20897}]
{"company-data": {"conformed-name": "FIRST DATA CORP", "cik": "0000883980", "assigned-sic": "7374", "irs-number": "470731996", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28857", "film-number": "97621640"}, "business-address": {"street1": "401 HACKENSACK AVE - 7TH FLR", "city": "HACKENSACK", "state": "NJ", "zip": "07601", "phone": "2015254702"}, "mail-address": {"street1": "401 HACKENSACK AVENUE 7TH FLOOR", "street2": "401 HACKENSACK AVENUE 7TH FLOOR", "city": "HACKENSACK", "state": "NJ", "zip": "07601"}}
As filed with the Securities and Exchange Commission on June 10, 1997
                                                  Registration No. 333-_______
 
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                               _________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                             _____________________

                             FIRST DATA CORPORATION
             (Exact name of registrant as specified in its charter)
Delaware                                47-0731996
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
     incorporation or organization)
 
      401 Hackensack Avenue                               07601
      Hackensack, New Jersey                            (Zip Code)
(Address of principal executive offices)
Technology Solutions International, Inc.
                               Stock Option Plan
                           (Full title of the plan)
David P. Bailis                                  Copy to:
             General Counsel                               Thomas A. Rossi
          First Data Corporation                        First Data Corporation
         2121 North 117th Avenue                       2121 North 117th Avenue
          Omaha, Nebraska 68164                         Omaha, Nebraska 68164
             (402) 498-2170
  (Name, address, and telephone number,
  including area code, of agent for service)
____________________________

                        CALCULATION OF REGISTRATION FEE
Proposed      Proposed
                         Amount          maximum       maximum
     Title of             to be          offering     aggregate       Amount of
 Securities to be     registered(1)     price per      offering    registration fee
    registered                           share(2)       price
-----------------------------------------------------------------------------------
Common Stock,       13,910  shares       $0.4607       $36,021(2)        $100
$.01 par value         522  shares       $0.8829
                     7,815 shares        $1.3436
                     2,709 shares        $1.5163
                     4,298 shares        $1.5355
                       104 shares        $1.5547
                     1,042 shares        $1.6699
                       521 shares        $1.7467
                       130 shares        $1.9194
                     2,423 shares        $2.0154
 
-----------------------------------------------------------------------------------
(1)  This registration statement also covers an indeterminate number of shares
     as may become issuable because of the provisions of the Plans relating to
     adjustments for changes resulting from stock dividends, stock splits and
     similar changes.

(2)  Estimated solely for the purpose of calculating the registration fee and,
     pursuant to Rule 457(h) under the Securities Act of 1933, based upon
     options to purchase a certain number of shares of Common Stock at varying
     purchase prices, as reflected in the Calculation of Registration Fee Table.
================================================================================
PART II
                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by First Data Corporation (the "Company")
are incorporated herein by reference:

          (a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996;

          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December
31, 1996; and

          (c) The description of the Common Stock, par value $.01 per share, of
the Company which is contained in the Company's Report on Form 8-A (File No. 1-
11073) filed March 24, 1992 under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

          All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the respective dates of filing of such documents (such
documents, and the documents enumerated above, being herein after referred to as
"Incorporated Documents").

          Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

          Section 145 of the Delaware General Corporation Law ("DGCL") empowers
a Delaware corporation to indemnify any persons who are, or are threatened to be
made, parties to any threatened, pending or completed legal action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person was an officer or director of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such officer or director acted in good faith and in a
manner he reasonably believed to be in or not opposed to the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe his
conduct was illegal. A Delaware corporation may indemnify officers and directors
in an action by or in the right of the corporation under the same conditions,
except that no indemnification is permitted without judicial approval if the
officer or director is adjudged to be liable to the corporation in the
performance of his duty. Where an officer or director is successful on the
merits or

                                     II-1
otherwise in the defense of any action referred to above, the corporation must
indemnify him against the expenses which such officer or director actually and
reasonably incurred.

     In accordance with Section 102(b)(7) of the DGCL, the Company's Restated
Certificate of Incorporation contains a provision to limit the personal
liability of the directors of the Company for violations of their fiduciary
duty.  This provision eliminates each director's liability to the Company or its
stockholders for monetary damages except for (i) breaches of a director's duty
of loyalty to the Company or its stockholders, (ii) acts or omissions not in
good faith or which involve intentional misconduct or knowing violations of law,
(iii) certain transactions under Section 174 of the DGLC (unlawful payment of
dividends or unlawful stock purchases or redemptions) or (iv) transactions from
which a director derives an improper personal benefit.  The effect of this
provision is to eliminate the personal liability of directors for monetary
damages for actions involving a breach of their fiduciary duty of care,
including any actions involving gross negligence.

     The Restated Certificate of Incorporation and the By-laws of the Company
provide for indemnification of the Company's officers and directors to the
fullest extent permitted by applicable law, except that the By-laws provide that
the Company is required to indemnify an officer or director in connection with a
proceeding initiated by such person only if the proceeding was authorized by the
Board of Directors of the Company.  In addition, the Company maintains insurance
policies which provide coverage for its officers and directors in certain
situations where the Company cannot directly indemnify such officers or
directors.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

Exhibit
  No.                                     Description
-------                                   -----------

4(a)           Amended and Restated Certificate of Incorporation of the Company
               (incorporated by reference to Commission File No. 1-11073,
               Exhibit 3 to the Company's Quarterly Report on Form 10-Q for the
               quarter ended September 30, 1995).

4(b)           By-laws of the Company (incorporated by reference to Commission
               File No. 1-11073, Exhibit 3(ii) of the Company's Annual Report on
               Form 10-K for the year ended December 31, 1995).

5              Opinion of Sidley & Austin.
15             Letter from Ernst & Young LLP re: unaudited interim financial
               information. 
23(a)          Consent of Ernst & Young LLP.
23(b)          Consent of Deloitte & Touche LLP.
23(c)          Consent of Sidley & Austin (contained in Exhibit 5 hereto).
24             Powers of Attorney (included on signature page).

Item 9.   Undertakings.

          (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to the registration statement;

          (i)  To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933, as amended (the "Securities Act of
               1933");

          (ii) To reflect in the prospectus any facts or events arising after
               the effective date of the registration statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a

                                      II-2
fundamental change in the information set forth in the
                 registration statement. Notwithstanding the foregoing, any
                 increase or decrease in volume of securities offered (if the
                 total dollar value of securities offered would not exceed that
                 which was registered) and any deviation from the low or high
                 end of the estimated maximum offering range may be reflected in
                 the form of prospectus filed with the Commission pursuant to
                 Rule 424(b) if, in the aggregate, the changes in volume and
                 price represent no more than a 20 percent change in the maximum
                 aggregate offering price set forth in the "Calculation of
                 Registration Fee" table in the effective registration
                 statement;

          (iii)  To include any material information with respect to the plan of
                 distribution not previously disclosed in the registration
                 statement or any material change to such information in the
                 registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

          (2)    That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

          (3)    To remove from registration by means of a post-effective
amendment any of the securities being registered which remained unsold at the
termination of the offering.

          (b)    The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (c)    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing this Registration Statement on Form
S-8 and has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Hackensack, State
of New Jersey, on June 10, 1997.

                                       FIRST DATA CORPORATION

                                       By:  /s/ Henry C. Duques
                                           -----------------------------
                                           Henry C. Duques
                                           Chairman of the Board
                                             and Chief Executive Officer

                               POWER OF ATTORNEY

 
          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears immediately below constitutes and appoints David P. Bailis, Patricia A.
Winchell and Thomas A. Rossi, and each or any of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature                                      Title(s)                                    Date
        ---------                                      --------                                    ----
/s/ Henry C. Duques             Chairman of the Board and Chief                             June 10, 1997
-------------------------            Executive Officer
        Henry C. Duques

   /s/ Lee Adrean                  Executive Vice President and Chief                          June 10, 1997
-------------------------            Financial Officer (Principal Financial Officer)
        Lee Adrean

   /s/ Richard Macchia             Senior Vice President-Finance                               June 10, 1997
-------------------------            (Principal Accounting Officer)
        Richard Macchia

   /s/ Ben Burdetsky               Director                                                    June 10, 1997
-------------------------
        Ben Burdetsky

   /s/ Courtney F. Jones           Director                                                    June 10, 1997
-------------------------
        Courtney F. Jones
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/s/ Robert J. Levenson          Director                                                    June 10, 1997
----------------------------
        Robert J. Levenson

   /s/ James D. Robinson III       Director                                                    June 10, 1997
----------------------------
        James D. Robinson III

   /s/ Charles T. Russell          Director                                                    June 10, 1997
----------------------------
        Charles T. Russell

   /s/ Bernard L. Schwartz         Director                                                    June 10, 1997
----------------------------
        Bernard L. Schwartz

   /s/ Garen K. Staglin            Director                                                    June 10, 1997
----------------------------
        Garen K. Staglin
II-5
EXHIBIT INDEX
                                 -------------

Exhibit
Number                Description of Exhibit
------                ----------------------

4(a)           Amended and Restated Certificate of Incorporation of the Company
               (incorporated by reference to Commission File No. 1-11073,
               Exhibit 3 to the Company's Quarterly Report on Form 10-Q for the
               quarter ended September 30, 1995).

4(b)           By-laws of the Company (incorporated by reference to Commission
               File No. 1-11073, Exhibit 3(ii) of the Company's Annual Report on
               Form 10-K for the year ended December 31, 1995).

5*             Opinion of Sidley & Austin.

15*            Letter from Ernst & Young LLP re: unaudited interim financial
               information.

23(a)*         Consent of Ernst & Young LLP.

23(b)*         Consent of Deloitte & Touche LLP.

23(c)*         Consent of Sidley & Austin (contained in Exhibit 5 hereto).

24*            Powers of Attorney (included on signature page).

________________________
*Filed herewith

                                      II-6