content: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      Form 8-K
  
                                   CURRENT REPORT
  
                         Pursuant to Section 13 or 15(d) of
                         the Securities Exchange Act of 1934
  
                                    May 14, 1998
                              (Earliest Event Reported)
  
                             Total System Services, Inc.
                            (Exact Name of Registrant as
                              Specified in its Charter)
  
     Georgia                     1-10254                           58-1493818
  (State of                   (Commission File                   (IRS Employer
   Incorporation)               Number)                           Identification
                                                                  Number)
  
                     1200 Sixth Avenue, Columbus, Georgia 31901
                      (Address of principal executive offices)
  
                                   (706) 649-2267
                           (Registrant's Telephone Number)
  
            (Former name or former address, if changed since last report)
  
  
  Item 5.           Other Events.
  
           On May 14, 1998, Total System Services, Inc.  ("Registrant")  announced
  that it has signed a ten year processing  agreement with Sears,  Roebuck and Co.
  ("Sears")  to convert  and  process  its  private-label  portfolio  on TSYS' TS2
  Cardholder  System.  The ten year term will  begin  upon the  completion  of the
  conversion  of Sears  accounts to TS2,  which  conversion is  anticipated  to be
  completed in the second quarter of 1999.
  
           Although TSYS' transactions  processed,  revenues  realized,  and costs
  recognized for private-label  portfolios are less than for comparably sized Visa
  and MasterCard portfolios, TSYS expects its processing of the Sears portfolio to
  produce a net profit margin consistent with TSYS' historical net profit margins.
  
           A  copy  of  Registrant's  press  release  regarding  the  announcement
  referenced  above is attached hereto as Exhibit 99.1, and by this reference made
  a part hereof.
  
           The matters set forth in this Form 8-K contain certain  forward-looking
  statements that involve certain risks and uncertainties including the successful
  conversion  of the Sears  private-label  card  portfolio  to the TS2  cardholder
  system, the future utilization of Sears  private-label  cards by consumers,  and
  the associated  realization of revenues and recognition of costs consistent with
  assumptions  used  by  TSYS in  negotiating  the  terms  and  conditions  of the
  processing agreement.
  
  Item 7.           Financial Statements, Pro Forma Financial
                    Information and Exhibits.
  
           (a)      Financial Statements - None.
  
           (b)      Pro Forma Financial Information - None.
  
           (c)      Exhibits
  
                    99.1 - Registrant's press release, May 14, 1998
  
                                          2
  
  
                                      Signature
  
           Pursuant to the requirements of the Securities Exchange Act of 1934, as
  amended,  Registrant  has caused  this  report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                                TOTAL SYSTEM SERVICES, INC.
                                                ("Registrant")
  
  Dated: May 14, 1998                           By:/s/ Kathleen Moates
                                                       Kathleen Moates
                                                       Deputy General Counsel
  
                                          4
  
  
                                    Exhibit Index
  
  Exhibit Number                                       Description
  
  99.1                                                 Registrant's
                                                       press release
                                                       dated May 14, 1998
  
  
  
  
  
  
                                         5
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metadata_filer: {"company-data": {"conformed-name": "TOTAL SYSTEM SERVICES INC", "cik": "0000721683", "assigned-sic": "7374", "irs-number": "581493818", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-10254", "film-number": "98621624"}, "business-address": {"street1": "1200 SIXTH AVENUE", "street2": "P O BOX 1755", "city": "COLUMBUS", "state": "GA", "zip": "31901", "phone": "7066492267"}, "mail-address": {"street1": "1200 SISTH AVENUE", "city": "COLUMBUS", "state": "GA", "zip": "31901"}}
text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      Form 8-K
  
                                   CURRENT REPORT
  
                         Pursuant to Section 13 or 15(d) of
                         the Securities Exchange Act of 1934
  
                                    May 14, 1998
                              (Earliest Event Reported)
  
                             Total System Services, Inc.
                            (Exact Name of Registrant as
                              Specified in its Charter)
  
     Georgia                     1-10254                           58-1493818
  (State of                   (Commission File                   (IRS Employer
   Incorporation)               Number)                           Identification
                                                                  Number)
  
                     1200 Sixth Avenue, Columbus, Georgia 31901
                      (Address of principal executive offices)
  
                                   (706) 649-2267
                           (Registrant's Telephone Number)
  
            (Former name or former address, if changed since last report)
  
  Item 5.           Other Events.
  
           On May 14, 1998, Total System Services, Inc.  ("Registrant")  announced
  that it has signed a ten year processing  agreement with Sears,  Roebuck and Co.
  ("Sears")  to convert  and  process  its  private-label  portfolio  on TSYS' TS2
  Cardholder  System.  The ten year term will  begin  upon the  completion  of the
  conversion  of Sears  accounts to TS2,  which  conversion is  anticipated  to be
  completed in the second quarter of 1999.
  
           Although TSYS' transactions  processed,  revenues  realized,  and costs
  recognized for private-label  portfolios are less than for comparably sized Visa
  and MasterCard portfolios, TSYS expects its processing of the Sears portfolio to
  produce a net profit margin consistent with TSYS' historical net profit margins.
  
           A  copy  of  Registrant's  press  release  regarding  the  announcement
  referenced  above is attached hereto as Exhibit 99.1, and by this reference made
  a part hereof.
  
           The matters set forth in this Form 8-K contain certain  forward-looking
  statements that involve certain risks and uncertainties including the successful
  conversion  of the Sears  private-label  card  portfolio  to the TS2  cardholder
  system, the future utilization of Sears  private-label  cards by consumers,  and
  the associated  realization of revenues and recognition of costs consistent with
  assumptions  used  by  TSYS in  negotiating  the  terms  and  conditions  of the
  processing agreement.
  
  Item 7.           Financial Statements, Pro Forma Financial
                    Information and Exhibits.
  
           (a)      Financial Statements - None.
  
           (b)      Pro Forma Financial Information - None.
  
           (c)      Exhibits
  
                    99.1 - Registrant's press release, May 14, 1998
  
                                          2
  
                                      Signature
  
           Pursuant to the requirements of the Securities Exchange Act of 1934, as
  amended,  Registrant  has caused  this  report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                                TOTAL SYSTEM SERVICES, INC.
                                                ("Registrant")
  
  Dated: May 14, 1998                           By:/s/ Kathleen Moates
                                                       Kathleen Moates
                                                       Deputy General Counsel
  
                                          4
  
                                    Exhibit Index
  
  Exhibit Number                                       Description
  
  99.1                                                 Registrant's
                                                       press release
                                                       dated May 14, 1998
  
                                         5