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
  
                                  January 20, 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 January 20, 2005, Total System Services, Inc. ("TSYS")
                made restricted stock award grants pursuant to TSYS' 2002
                Long-Term Incentive Plan ("Plan") to the following executives:
  
                      Executive                      Number of Restricted Shares
                      ---------                      ---------------------------
  
                      M. Troy Woods.                          8,696
                      William A. Pruett                       5,446
                      Kenneth L. Tye                          4,810
                      James B. Lipham                         4,728
  
                The entire restricted stock award will vest three years from
                the date of grant if the executive remains employed by TSYS
                or a subsidiary of TSYS or Synovus Financial Corp. The
                restricted stock awards were evidenced by a Restricted Stock
                Award Agreement in the form filed as Exhibit 10.1 hereto and
                incorporated by reference herein, which agreement is the form
                of Restricted Stock Award Agreement to be used by TSYS in
                connection with restricted stock award grants under the Plan.
  
                Also effective January 20, 2005, TSYS made performance-based
                restricted stock award grants pursuant to the Plan to the
                following executives:
  
                Executive           Number of Performance-Based Restricted Shares
                ---------           ---------------------------------------------
  
                Philip W. Tomlinson                         73,913
                M. Troy Woods                               52,174
  
                The restricted stock has a seven year performance-based
                vesting period which begins January 1, 2005 and ends December
                31, 2011. Within 90 days of the beginning of the calendar
                year of the vesting period, TSYS' Compensation Committee will
                establish an earnings per share performance goal. If the
                performance goal for the applicable year is attained, and the
                executive remains in the continuous employ of TSYS (or a
                subsidiary of TSYS or Synovus Financial Corp.) through
                December 31 of the applicable year, then 20% of the
                restricted stock will vest as of the date the Compensation
                Committee determines that the performance goal was attained
                for the applicable year. The performance-based restricted
                stock awards were evidenced by a Performance-Based Restricted
                Stock Award Agreement in the form filed as Exhibit 10.2
                hereto and incorporated by reference herein,
  
                                         2
  
  <PAGE>
  
  
  
                which agreement is the form of Performance-Based Restricted
                Stock Award Agreement to be used by TSYS in connection with
                performance-based restricted stock award grants under the
                Plan.
  
                A summary of the material features of the Plan is set forth
                in TSYS' Proxy Statement for the 2002 Annual Meeting of
                Shareholders filed with the Securities and Exchange
                Commission ("SEC") on March 6, 2002. The summary is qualified
                in its entirety by reference to the full text of the Plan
                which is filed as Exhibit 10.2 to TSYS' Annual Report on Form
                10-K for the year ended December 31, 2001 as filed with the
                SEC on March 19, 2002 and incorporated herein by reference.
  
  Item 9.01     Financial Statements and Exhibits.
  --------      ----------------------------------
  
                (c)             Exhibits
  
                Exhibit No.     Description
                ----------      ------------
  
                10.1            Form of Restricted Stock Award Agreement for use
                                in connection with the TSYS 2002 Long-Term
                                Incentive Plan
  
                10.2            Form of Performance-Based Restricted Stock Award
                                Agreement for use in connection with the TSYS
                                2002 Long-Term Incentive Plan
  
                10.3            TSYS 2002 Long-Term  Incentive Plan  incorporated
                                by reference to Exhibit 10.2 of TSYS' Annual
                                Report on Form 10-K for the year ended
                                December 31, 2001,  as filed with the SEC on
                                March 19, 2002
  
                                         3
  
  <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:  January 25, 2005                     By:/s/ Kathleen Moates
         --------------------                     -------------------
                                                    Senior Deputy General Counsel
                                                    Kathleen Moates
  
  
  
  
  
  
  
  
  
  
  
                                         4
  <PAGE>
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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": "05547927"}, "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
  
                                  January 20, 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 January 20, 2005, Total System Services, Inc. ("TSYS")
                made restricted stock award grants pursuant to TSYS' 2002
                Long-Term Incentive Plan ("Plan") to the following executives:
  
                      Executive                      Number of Restricted Shares
                      ---------                      ---------------------------
  
                      M. Troy Woods.                          8,696
                      William A. Pruett                       5,446
                      Kenneth L. Tye                          4,810
                      James B. Lipham                         4,728
  
                The entire restricted stock award will vest three years from
                the date of grant if the executive remains employed by TSYS
                or a subsidiary of TSYS or Synovus Financial Corp. The
                restricted stock awards were evidenced by a Restricted Stock
                Award Agreement in the form filed as Exhibit 10.1 hereto and
                incorporated by reference herein, which agreement is the form
                of Restricted Stock Award Agreement to be used by TSYS in
                connection with restricted stock award grants under the Plan.
  
                Also effective January 20, 2005, TSYS made performance-based
                restricted stock award grants pursuant to the Plan to the
                following executives:
  
                Executive           Number of Performance-Based Restricted Shares
                ---------           ---------------------------------------------
  
                Philip W. Tomlinson                         73,913
                M. Troy Woods                               52,174
  
                The restricted stock has a seven year performance-based
                vesting period which begins January 1, 2005 and ends December
                31, 2011. Within 90 days of the beginning of the calendar
                year of the vesting period, TSYS' Compensation Committee will
                establish an earnings per share performance goal. If the
                performance goal for the applicable year is attained, and the
                executive remains in the continuous employ of TSYS (or a
                subsidiary of TSYS or Synovus Financial Corp.) through
                December 31 of the applicable year, then 20% of the
                restricted stock will vest as of the date the Compensation
                Committee determines that the performance goal was attained
                for the applicable year. The performance-based restricted
                stock awards were evidenced by a Performance-Based Restricted
                Stock Award Agreement in the form filed as Exhibit 10.2
                hereto and incorporated by reference herein,
  
                                         2
  which agreement is the form of Performance-Based Restricted
                Stock Award Agreement to be used by TSYS in connection with
                performance-based restricted stock award grants under the
                Plan.
  
                A summary of the material features of the Plan is set forth
                in TSYS' Proxy Statement for the 2002 Annual Meeting of
                Shareholders filed with the Securities and Exchange
                Commission ("SEC") on March 6, 2002. The summary is qualified
                in its entirety by reference to the full text of the Plan
                which is filed as Exhibit 10.2 to TSYS' Annual Report on Form
                10-K for the year ended December 31, 2001 as filed with the
                SEC on March 19, 2002 and incorporated herein by reference.
  
  Item 9.01     Financial Statements and Exhibits.
  --------      ----------------------------------
  
                (c)             Exhibits
  
                Exhibit No.     Description
                ----------      ------------
  
                10.1            Form of Restricted Stock Award Agreement for use
                                in connection with the TSYS 2002 Long-Term
                                Incentive Plan
  
                10.2            Form of Performance-Based Restricted Stock Award
                                Agreement for use in connection with the TSYS
                                2002 Long-Term Incentive Plan
  
                10.3            TSYS 2002 Long-Term  Incentive Plan  incorporated
                                by reference to Exhibit 10.2 of TSYS' Annual
                                Report on Form 10-K for the year ended
                                December 31, 2001,  as filed with the SEC on
                                March 19, 2002
  
                                         3
  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:  January 25, 2005                     By:/s/ Kathleen Moates
         --------------------                     -------------------
                                                    Senior Deputy General Counsel
                                                    Kathleen Moates
  
                                         4