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
  
                                  February 1, 2005
                                  ----------------
                                   Date of Report
                          (Date of Earliest Event Reported)
  
                             Total System Services, Inc.
                             --------------------------
               (Exact Name of Registrant as Specified in its Charter)
  
           Georgia                    1-10254                 58-1493818
           -------                    --------                ----------
  (State of Incorporation)     (Commission File Number)      (IRS Employer
                                                              Identification No.)
  
                     1600 First Avenue, Columbus, Georgia 31901
                     ------------------------------------------
                 (Address of principal executive offices) (Zip Code)
  
                                   (706) 649-2267
                                   ---------------
                           (Registrant's telephone number,
                                including area code)
  
                  ------------------------------------------------
            (Former name or former address, if changed since last report)
  
           Check the appropriate box below if the Form 8-K filing is intended to
  simultaneously satisfy the filing obligation of the registrant under any of the
  following provisions:
  
           / /   Written communications pursuant to Rule 425 under the Securities
                 Act (17 CFR 230.425)
  
           / /   Soliciting material pursuant to Rule 14a-12 under the Exchange
                 Act (17 CFR 240.14a-12)
  
           / /   Pre-commencement communications pursuant to Rule 14d-2(b) under
                 the Exchange Act (17 CFR 240.14d-2(b))
  
           / /   Pre-commencement communications pursuant to Rule 13e-4(c) under
                 the Exchange Act (17 CFR 240.13e-4(c))
  
  <PAGE>
  
  Item 1.01          Entry into a Material Definitive Agreement.
  ---------          -------------------------------------------
  
                     Effective February 1, 2005, Total System Services, Inc.
                     ("TSYS") made restricted stock award grants of 500 restricted
                     shares to each of its non-employee directors pursuant to
                     TSYS' 2002 Long-Term Incentive Plan ("Plan"), which shares
                     will vest after three years. The restricted stock awards were
                     evidenced by a Non-Employee Director Restricted Stock Award
                     Agreement in the form filed as Exhibit 10.1 hereto and
                     incorporated by reference herein, which agreement is the form
                     of Non-Employee Director Restricted Stock Award Agreement to
                     be used by TSYS in connection with restricted stock award
                     grants to directors under the Plan.
  
  
  Item 9.01          Financial Statements and Exhibits.
  ---------          ----------------------------------
  
                     (c)                Exhibits
  
                     Exhibit No.        Description
                     ----------         ------------
  
                     10.1               Form of Non-Employee Director Restricted
                                        Stock Award Agreement for use in
                                        connection with the TSYS 2002 Long-Term
                                        Incentive Plan
  
  
  
  <PAGE>
  
  
  
                                      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:  February 3, 2005             By:/s/ Kathleen Moates
         --------------------             -------------------
                                          Senior Deputy General Counsel
                                          Kathleen Moates
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "tss8k.txt", "description": "TSYS FORM 8-K", "secsgml_size_bytes": 4382}]
metadata_filer: {"company-data": {"conformed-name": "TOTAL SYSTEM SERVICES INC", "cik": "0000721683", "assigned-sic": "7389", "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": "05573289"}, "business-address": {"street1": "1600 FIRST AVENUE", "street2": "P O BOX 1755", "city": "COLUMBUS", "state": "GA", "zip": "31901", "phone": "7066492267"}, "mail-address": {"street1": "1600 FIRST 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
  
                                  February 1, 2005
                                  ----------------
                                   Date of Report
                          (Date of Earliest Event Reported)
  
                             Total System Services, Inc.
                             --------------------------
               (Exact Name of Registrant as Specified in its Charter)
  
           Georgia                    1-10254                 58-1493818
           -------                    --------                ----------
  (State of Incorporation)     (Commission File Number)      (IRS Employer
                                                              Identification No.)
  
                     1600 First Avenue, Columbus, Georgia 31901
                     ------------------------------------------
                 (Address of principal executive offices) (Zip Code)
  
                                   (706) 649-2267
                                   ---------------
                           (Registrant's telephone number,
                                including area code)
  
                  ------------------------------------------------
            (Former name or former address, if changed since last report)
  
           Check the appropriate box below if the Form 8-K filing is intended to
  simultaneously satisfy the filing obligation of the registrant under any of the
  following provisions:
  
           / /   Written communications pursuant to Rule 425 under the Securities
                 Act (17 CFR 230.425)
  
           / /   Soliciting material pursuant to Rule 14a-12 under the Exchange
                 Act (17 CFR 240.14a-12)
  
           / /   Pre-commencement communications pursuant to Rule 14d-2(b) under
                 the Exchange Act (17 CFR 240.14d-2(b))
  
           / /   Pre-commencement communications pursuant to Rule 13e-4(c) under
                 the Exchange Act (17 CFR 240.13e-4(c))
  Item 1.01          Entry into a Material Definitive Agreement.
  ---------          -------------------------------------------
  
                     Effective February 1, 2005, Total System Services, Inc.
                     ("TSYS") made restricted stock award grants of 500 restricted
                     shares to each of its non-employee directors pursuant to
                     TSYS' 2002 Long-Term Incentive Plan ("Plan"), which shares
                     will vest after three years. The restricted stock awards were
                     evidenced by a Non-Employee Director Restricted Stock Award
                     Agreement in the form filed as Exhibit 10.1 hereto and
                     incorporated by reference herein, which agreement is the form
                     of Non-Employee Director Restricted Stock Award Agreement to
                     be used by TSYS in connection with restricted stock award
                     grants to directors under the Plan.
  
  Item 9.01          Financial Statements and Exhibits.
  ---------          ----------------------------------
  
                     (c)                Exhibits
  
                     Exhibit No.        Description
                     ----------         ------------
  
                     10.1               Form of Non-Employee Director Restricted
                                        Stock Award Agreement for use in
                                        connection with the TSYS 2002 Long-Term
                                        Incentive Plan
  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:  February 3, 2005             By:/s/ Kathleen Moates
         --------------------             -------------------
                                          Senior Deputy General Counsel
                                          Kathleen Moates