<PAGE>

   As Filed with the Securities and Exchange Commission on January 16, 1997
                                                      Registration No. 333-___

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                               ___________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                             USCS INTERNATIONAL, INC.        
             (Exact name of registrant as specified in its charter)

                   DELAWARE                             94-1727009   
          (State or other jurisdiction of            (I.R.S. Employer
           incorporation or organization)            Identification No.)

                            2969 Prospect Park Drive
                        Rancho Cordova, California  95670
               (Address of Principal Executive Offices) (zip code)

                        1996 DIRECTORS' STOCK OPTION PLAN
                            (Full Title of the Plans)

                             JAMES C. CASTLE, Ph.D.
                             Chief Executive Officer
                            USCS INTERNATIONAL, INC.
                            2969 Prospect Park Drive
                     Rancho Cordova, California  95670-6184
                     (Name and address of agent for service)

                                  916-636-4500
          (Telephone number, including area code, of agent for service)

                                 With a copy to:

                              GILLES S. ATTIA, ESQ.
                               Graham & James LLP
                          400 Capitol Mall, Suite 2400
                          Sacramento, California  95814
                                 (916) 558-6700

==============================================================================
                         CALCULATION OF REGISTRATION FEE
==============================================================================
                                        Proposed     Proposed
  Title of                              maximum      maximum
 securities                 Amount      offering     aggregate     Amount of
   to be                    to be       price per    offering     registration
 registered               registered    share(1)     price(1)         fee
==============================================================================
Common Stock,
par value $0.05
and related Preferred
Stock Purchase
Rights (the
"Rights")(2)             150,000 Shares  $ 17.06     $2,559,000     $775.45

==============================================================================

    (1)   Estimated solely for the purpose of calculating the registration fee
          pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of
          1933 based on average of the high and low prices of a share of Common
          Stock of the Company reported for trading on the Nasdaq National
          Market System on January 10, 1997.

    (2)   The Rights are attached to and trade with the Common Stock.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.  

          The following documents which have heretofore been filed by USCS 
International, Inc. (the "Registrant" or the "Company") with the 
Securities and Exchange Commission (the "Commission") pursuant to the 
Securities Exchange Act of 1934, as amended (the "1934 Act"), are 
incorporated by reference herein and shall be deemed to be a part hereof:

          (a)  Registrant's Prospectus filed with the Commission on June 21,
               1996 pursuant to Rule 424(b)(4) of the Securities Act of 1933.

          (b)  Registrant's Quarterly Reports on Form 10-Q for the fiscal
               quarters ended June 30, 1996 and September 30, 1996, filed
               pursuant to Section 15(d) of the 1934 Act.

          (c)  The description of Common Stock contained in the Registration
               Statement on Form 8-A filed with the Commission on June 18, 1996,
               by which the shares of Common Stock of the Company were
               registered under Section 12 of the 1934 Act. 

          All documents subsequently filed by the Registrant with the 
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange 
Act, 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 in this Registration Statement and made a part 
hereof from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.  

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          The firm of Graham & James LLP has given an opinion as to the 
securities being registered pursuant to this Registration Statement.  Certain 
attorneys of Graham & James LLP, counsel to the Registrant, own an aggregate 
of 5,845 shares of the Registrant's Common Stock.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS. 

          Section 145 of the Delaware General Corporation Law authorizes a 
court to award, or a corporation's Board of Directors to grant, indemnity to 
directors and officers in terms sufficiently broad to permit such 
indemnification under certain circumstances for liabilities (including 
reimbursement for expenses incurred) arising under the 1933 Act.

                                      II-1
<PAGE>

     The Company's First Amended and Restated Certificate of Incorporation 
and Bylaws provide for expanded indemnification of directors and officers of 
the Company and limits the liability of directors of the Company.  The Bylaws 
provide that the Company shall indemnify each person who is or was an officer 
or director of the Company, or is or was serving as an officer, director, 
employee or agent of any other corporation, partnership, joint venture, trust 
or other enterprise at the request of the Company, against expenses 
(including attorneys' fees), judgments, fines and amounts paid in settlement 
(if such settlement is approved in advance by the Company, which approval 
shall not be unreasonably withheld) actually and reasonably incurred by him 
or her in connection with such action, suit or proceeding if he or she acted 
in good faith and in a manner he or she believed to be in or not opposed to 
the best interests of the Company, and, with respect to any criminal action 
or proceeding, had no reasonable cause to believe his or her conduct was 
unlawful.  Such right to indemnification includes the right to advancement of 
expenses incurred by such person prior to final disposition of the 
proceeding, provided that such director or officer shall provide the Company 
with an undertaking to repay all amounts so advanced if it shall ultimately 
be determined by final judicial decision that such person is not entitled to 
be indemnified for such expenses.  The Bylaws also provide that the Company 
shall indemnify any person who was or is a party or is threatened to be made 
a party to any threatened, pending or completed action or suit by or in the 
right of the Company to procure a judgment in its favor by reason of the fact 
that he or she is or was a director, officer, employee or agent of the 
Company, or is or was serving at the request of the company as a director, 
officer, employee or agent of another corporation, partnership, joint 
venture, trust or other enterprise against expenses (including attorneys' 
fees) actually and reasonably incurred by him or her in connection with the 
defense or settlement of such action or suit, if he or she acted in good 
faith and in a manner he or she reasonably believed to be in or not opposed 
to the best interests of the Company, except that no indemnification shall be 
made in respect of any claim, issue or matter as to which such person shall 
have been adjudged to be liable to the Company unless and only to the extent 
that the Delaware Court of Chancery or the court in which such action or suit 
was brought shall determine upon application that, despite the adjudication 
of liability but in view of all the circumstances of the case, such person is 
fairly and reasonably entitled to indemnity for such expenses which the 
Delaware Court of Chancery or such other court shall deem proper.  No person 
shall be indemnified by the Court for any expenses or amounts paid in 
settlement with respect to any action to recover short-swing profits under 
Section 16(b) of the Securities Exchange Act of 1934, as amended.  The First 
Amended and Restated Certificate of Incorporation provides that if the 
Delaware General Corporation Law is amended to further eliminate or limit the 
personal liability of directors, then the liability of a director of the 
Company shall be eliminated or limited to the fullest extent permitted by the 
Delaware General Corporation Law, as so amended. The Company has also entered 
into agreements to indemnify its officers and directors in addition to the 
indemnification provided for in the Company's Bylaws.


                                      II-2
<PAGE>

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          The following exhibits are filed with this Registration Statement.  
          
          NUMBER    DESCRIPTION OF EXHIBIT
               
          4.1       First Amended and Restated Certificate of Incorporation of
                    the Company dated April 23, 1996.*

          4.2       Certificate of Designation of Rights, Preferences and
                    Privileges of Series A Stock.*

          4.3       Shareholder Rights Agreement dated December 30, 1988 among
                    U.S. Computer Services, Westar Capital and Enterprise
                    Partners.*

          4.4       Stockholder Rights Plan between the Company and Trustee.*

          4.5       By-laws of the Company.* 

          5.1       Opinion of Graham & James LLP regarding legality of the
                    shares of Common Stock.

          23.1      Consent of Graham & James LLP (incorporated by reference to
                    Exhibit 5.1 hereof).

          23.2      Consent of Price Waterhouse LLP.

          24.1      Power of Attorney (see page II-6).

          99.1      1996 Directors' Stock Option Plan.*

--------------------------
*    Incorporated by reference to Registrant's Registration Statement on
     Form S-1, Registration No. 333-3842, filed pursuant to Section 5 of the
     Securities Act of 1933, as amended.

                                      II-3
<PAGE>

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes to file, during any 
period in which offers or sales are being made, a post-effective amendment to 
this registration statement:

          (i)  to include any prospectus required by Section 10(a)(3) of 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 the aggregate, 
represent a 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% 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 (1)(i) and (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 by the Registrant pursuant to Section 13 
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated 
by reference in the registration statement.

     (b)  The undersigned Registrant hereby undertakes 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 to be the initial bona fide offering.

     (c)  The undersigned Registrant hereby undertakes to remove from 
registration by means of a post-effective amendment any of the securities 
being registered which remain unsold at the termination of the offering.

                                      II-4
<PAGE>

     (d)  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 Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of the 
Securities Exchange Act of 1934) 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.

     (e)  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 Delaware Corporation Law, the First
Amended and Restated Certificate of Incorporation of the Registrant, the Bylaws
of Registrant and the indemnification agreements described above in Item 6,
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by Registrant of expenses
incurred or paid by a director, officer or controlling person of 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, 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 of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.


                                      II-5
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in Rancho Cordova, County of Sacramento, State of 
California, on the 15 day of January, 1997.

                              USCS INTERNATIONAL, INC.


                              By: /s/ James C. Castle
                                 --------------------------------------
                                  James C. Castle,
                                  Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below hereby constitutes and appoints James C. Castle and Douglas L. 
Shurtleff, and each of them, his true and lawful attorneys-in-fact and 
agents, each with full power of substitution, each with power to act alone, 
to sign and execute on behalf of the undersigned any amendment or amendments 
to this Registration Statement and to perform any acts necessary in order to 
file the same, with exhibits thereto and other documents in connection 
therewith, with the Securities and Exchange Commission, and each of the 
undersigned does hereby ratify and confirm all that said attorneys-in-fact 
and agents, or their or his substitutes, shall do or cause to be done by 
virtue hereof.

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


Dated: January 15, 1997       /s/ James C. Castle
                              -----------------------------------------
                              James C. Castle
                              Chief Executive Officer and
                              Chairman of the Board of Directors
                              (Principal Executive Officer)


Dated: January 15, 1997       /s/ George L. Argyros, Sr.
                              -----------------------------------------
                              George L. Argyros, Sr.
                              Director


Dated: January 15, 1997       /s/ George M. Crandell, Jr.
                              -----------------------------------------
                              George M. Crandell, Jr.
                              Director


                                      II-6
<PAGE>



Dated: January 15, 1997       /s/ Charles D. Martin
                              -----------------------------------------
                              Charles D. Martin
                              Director


Dated: January 15, 1997       /s/ Michael F. McGrail
                              -----------------------------------------
                              Michael F. McGrail
                              Director


Dated: January 15, 1997       /s/ Larry W. Wangberg
                              -----------------------------------------
                              Larry W. Wangberg
                              Director


Dated: January 15, 1997       /s/ Douglas L. Shurtleff
                              -----------------------------------------
                              Douglas L. Shurtleff
                              Senior Vice-President of Finance
                              and Chief Financial Officer
                              (Principal Financial Officer)


Dated: January 15, 1997       /s/ Zaida Klein
                              -----------------------------------------
                              Zaida Klein
                              Controller and Chief Accounting Officer
                              (Principal Accounting Officer)


                                      II-7
<PAGE>

                                INDEX TO EXHIBITS

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

 4.1      First Amended and Restated Certificate
          of Incorporation of the Company dated
          April 23, 1996.*

 4.2      Certificate of Designation of Rights,
          Preferences and Privileges of Series A 
          Stock.*

 4.3      Shareholder Rights Agreement dated
          December 30, 1988 among U.S. Computer
          Services, Westar Capital and
          Enterprise Partners.*

 4.4      Stockholder Rights Plan between the
          Company and Trustee.*

 4.5      By-laws of the Company.*

 5.1      Opinion of Graham & James LLP regarding
          legality of the shares of Common Stock.

23.1      Consent of Graham & James LLP
          (incorporated by reference to
          Exhibit 5.1 hereof).

23.2      Consent of Price Waterhouse LLP.

24.1      Power of Attorney (see page II-6).

99.1      1996 Directors' Stock Option Plan.*

-------------------------
*    Incorporated by reference to Registrant's Registration Statement on
     Form S-1, Registration No. 333-3842, filed pursuant to Section 5 of the
     Securities Act of 1933, as amended.

<PAGE>

                                                                    EXHIBIT 5.1
                                  [LETTERHEAD]


January 15, 1997

USCS International, Inc.
2969 Prospect Park Drive
Rancho Cordova, California  95670


Ladies and Gentlemen:

You have requested our opinion as counsel for USCS International, Inc., a 
Delaware corporation (the "Company"), in connection with the registration 
under the Securities Act of 1933, as amended (the "Securities Act"), and 
the Rules and Regulations promulgated thereunder, of an aggregate of 150,000 
shares (the "Shares") of the Company's common stock, par value $0.05 per 
share (the "Common Stock"), issuable in connection with the Company's 1996 
Directors' Stock Option Plan (the "Plan").

This opinion is rendered pursuant to Item 601(b)(5)(i) of Regulation S-K 
promulgated under the Securities Act.

For purposes of this opinion, we have examined the Registration Statement on 
Form S-8 to be filed with the Commission on or about January 15, 1997 (the 
"Registration Statement").  We have also been furnished with and have 
examined originals or copies, certified or otherwise identified to our 
satisfaction, of all such records of the Company, agreements and other 
instruments, certificates of officers and representatives of the Company, 
certificates of public officials and other documents as we have deemed it 
necessary as a basis for the opinions hereafter expressed.  As to questions 
of fact material to such opinions, we have, where relevant facts were not 
independently established, relied upon certifications by principal officers 
of the Company.  We have made such further legal and factual examination and 
investigation as we deem necessary for purposes of rendering the following 
opinions.

In our examination we have assumed the genuineness of all signatures, the 
legal capacity of natural persons, the correctness of facts set forth in 
certificates, the authenticity of all documents submitted to us as originals, 
the conformity to original documents of all documents submitted to us as 
certified or photostatic copies, and the authenticity of the originals of 
such copies.  We have also assumed that such documents have each been duly 
authorized, properly executed and delivered by each of the parties thereto 
other than the Company.

Our opinions below are limited to the laws of the States of California and 
Delaware and the federal securities laws of the United States.

<PAGE>

USCS International, Inc.
January 15, 1997

Based on the foregoing, it is our opinion that all of the Shares, when issued 
and delivered against payment in full of the respective exercise prices in 
accordance with the terms of the Plan and agreements governing such options, 
will be legally and validly issued, fully paid and nonassessable.

We consent to the filing of this opinion as an exhibit to the Registration 
Statement on Form S-8.

Very truly yours,


/s/ Graham & James LLP
GRAHAM & JAMES LLP


<PAGE>
                                                                   EXHIBIT 23.2


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration 
Statement on Form S-8 of our report dated March 4, 1996, except for Note 13 
which is dated as of June 20, 1996, appearing on page F-2 of USCS 
International, Inc.'s Registration Statement on Form S-1 for the three years 
ended December 31, 1995.


/s/ Price Waterhouse LLP
Sacramento, CA
January 15, 1997
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24238}]
{"company-data": {"conformed-name": "USCS INTERNATIONAL INC", "cik": "0001012459", "assigned-sic": "7371", "irs-number": "941727009", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19873", "film-number": "97506687"}, "business-address": {"street1": "2969 PROSPECT PARK DR", "city": "RANCHO CORDOVA", "state": "CA", "zip": "95670", "phone": "9166364500"}, "mail-address": {"street1": "2969 PROSPECT DRIVE", "city": "RANCHO CORDOVA", "state": "CA", "zip": "95670"}}
As Filed with the Securities and Exchange Commission on January 16, 1997
                                                      Registration No. 333-___

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                               ___________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                             USCS INTERNATIONAL, INC.        
             (Exact name of registrant as specified in its charter)

                   DELAWARE                             94-1727009   
          (State or other jurisdiction of            (I.R.S. Employer
           incorporation or organization)            Identification No.)

                            2969 Prospect Park Drive
                        Rancho Cordova, California  95670
               (Address of Principal Executive Offices) (zip code)

                        1996 DIRECTORS' STOCK OPTION PLAN
                            (Full Title of the Plans)

                             JAMES C. CASTLE, Ph.D.
                             Chief Executive Officer
                            USCS INTERNATIONAL, INC.
                            2969 Prospect Park Drive
                     Rancho Cordova, California  95670-6184
                     (Name and address of agent for service)

                                  916-636-4500
          (Telephone number, including area code, of agent for service)

                                 With a copy to:

                              GILLES S. ATTIA, ESQ.
                               Graham & James LLP
                          400 Capitol Mall, Suite 2400
                          Sacramento, California  95814
                                 (916) 558-6700

==============================================================================
                         CALCULATION OF REGISTRATION FEE
==============================================================================
                                        Proposed     Proposed
  Title of                              maximum      maximum
 securities                 Amount      offering     aggregate     Amount of
   to be                    to be       price per    offering     registration
 registered               registered    share(1)     price(1)         fee
==============================================================================
Common Stock,
par value $0.05
and related Preferred
Stock Purchase
Rights (the
"Rights")(2)             150,000 Shares  $ 17.06     $2,559,000     $775.45

==============================================================================

    (1)   Estimated solely for the purpose of calculating the registration fee
          pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of
          1933 based on average of the high and low prices of a share of Common
          Stock of the Company reported for trading on the Nasdaq National
          Market System on January 10, 1997.

    (2)   The Rights are attached to and trade with the Common Stock.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.  

          The following documents which have heretofore been filed by USCS 
International, Inc. (the "Registrant" or the "Company") with the 
Securities and Exchange Commission (the "Commission") pursuant to the 
Securities Exchange Act of 1934, as amended (the "1934 Act"), are 
incorporated by reference herein and shall be deemed to be a part hereof:

          (a)  Registrant's Prospectus filed with the Commission on June 21,
               1996 pursuant to Rule 424(b)(4) of the Securities Act of 1933.

          (b)  Registrant's Quarterly Reports on Form 10-Q for the fiscal
               quarters ended June 30, 1996 and September 30, 1996, filed
               pursuant to Section 15(d) of the 1934 Act.

          (c)  The description of Common Stock contained in the Registration
               Statement on Form 8-A filed with the Commission on June 18, 1996,
               by which the shares of Common Stock of the Company were
               registered under Section 12 of the 1934 Act. 

          All documents subsequently filed by the Registrant with the 
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange 
Act, 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 in this Registration Statement and made a part 
hereof from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.  

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          The firm of Graham & James LLP has given an opinion as to the 
securities being registered pursuant to this Registration Statement.  Certain 
attorneys of Graham & James LLP, counsel to the Registrant, own an aggregate 
of 5,845 shares of the Registrant's Common Stock.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS. 

          Section 145 of the Delaware General Corporation Law authorizes a 
court to award, or a corporation's Board of Directors to grant, indemnity to 
directors and officers in terms sufficiently broad to permit such 
indemnification under certain circumstances for liabilities (including 
reimbursement for expenses incurred) arising under the 1933 Act.

                                      II-1
The Company's First Amended and Restated Certificate of Incorporation 
and Bylaws provide for expanded indemnification of directors and officers of 
the Company and limits the liability of directors of the Company.  The Bylaws 
provide that the Company shall indemnify each person who is or was an officer 
or director of the Company, or is or was serving as an officer, director, 
employee or agent of any other corporation, partnership, joint venture, trust 
or other enterprise at the request of the Company, against expenses 
(including attorneys' fees), judgments, fines and amounts paid in settlement 
(if such settlement is approved in advance by the Company, which approval 
shall not be unreasonably withheld) actually and reasonably incurred by him 
or her in connection with such action, suit or proceeding if he or she acted 
in good faith and in a manner he or she believed to be in or not opposed to 
the best interests of the Company, and, with respect to any criminal action 
or proceeding, had no reasonable cause to believe his or her conduct was 
unlawful.  Such right to indemnification includes the right to advancement of 
expenses incurred by such person prior to final disposition of the 
proceeding, provided that such director or officer shall provide the Company 
with an undertaking to repay all amounts so advanced if it shall ultimately 
be determined by final judicial decision that such person is not entitled to 
be indemnified for such expenses.  The Bylaws also provide that the Company 
shall indemnify any person who was or is a party or is threatened to be made 
a party to any threatened, pending or completed action or suit by or in the 
right of the Company to procure a judgment in its favor by reason of the fact 
that he or she is or was a director, officer, employee or agent of the 
Company, or is or was serving at the request of the company as a director, 
officer, employee or agent of another corporation, partnership, joint 
venture, trust or other enterprise against expenses (including attorneys' 
fees) actually and reasonably incurred by him or her in connection with the 
defense or settlement of such action or suit, if he or she acted in good 
faith and in a manner he or she reasonably believed to be in or not opposed 
to the best interests of the Company, except that no indemnification shall be 
made in respect of any claim, issue or matter as to which such person shall 
have been adjudged to be liable to the Company unless and only to the extent 
that the Delaware Court of Chancery or the court in which such action or suit 
was brought shall determine upon application that, despite the adjudication 
of liability but in view of all the circumstances of the case, such person is 
fairly and reasonably entitled to indemnity for such expenses which the 
Delaware Court of Chancery or such other court shall deem proper.  No person 
shall be indemnified by the Court for any expenses or amounts paid in 
settlement with respect to any action to recover short-swing profits under 
Section 16(b) of the Securities Exchange Act of 1934, as amended.  The First 
Amended and Restated Certificate of Incorporation provides that if the 
Delaware General Corporation Law is amended to further eliminate or limit the 
personal liability of directors, then the liability of a director of the 
Company shall be eliminated or limited to the fullest extent permitted by the 
Delaware General Corporation Law, as so amended. The Company has also entered 
into agreements to indemnify its officers and directors in addition to the 
indemnification provided for in the Company's Bylaws.

                                      II-2
ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          The following exhibits are filed with this Registration Statement.  
          
          NUMBER    DESCRIPTION OF EXHIBIT
               
          4.1       First Amended and Restated Certificate of Incorporation of
                    the Company dated April 23, 1996.*

          4.2       Certificate of Designation of Rights, Preferences and
                    Privileges of Series A Stock.*

          4.3       Shareholder Rights Agreement dated December 30, 1988 among
                    U.S. Computer Services, Westar Capital and Enterprise
                    Partners.*

          4.4       Stockholder Rights Plan between the Company and Trustee.*

          4.5       By-laws of the Company.* 

          5.1       Opinion of Graham & James LLP regarding legality of the
                    shares of Common Stock.

          23.1      Consent of Graham & James LLP (incorporated by reference to
                    Exhibit 5.1 hereof).

          23.2      Consent of Price Waterhouse LLP.

          24.1      Power of Attorney (see page II-6).

          99.1      1996 Directors' Stock Option Plan.*

--------------------------
*    Incorporated by reference to Registrant's Registration Statement on
     Form S-1, Registration No. 333-3842, filed pursuant to Section 5 of the
     Securities Act of 1933, as amended.

                                      II-3
ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes to file, during any 
period in which offers or sales are being made, a post-effective amendment to 
this registration statement:

          (i)  to include any prospectus required by Section 10(a)(3) of 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 the aggregate, 
represent a 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% 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 (1)(i) and (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 by the Registrant pursuant to Section 13 
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated 
by reference in the registration statement.

     (b)  The undersigned Registrant hereby undertakes 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 to be the initial bona fide offering.

     (c)  The undersigned Registrant hereby undertakes to remove from 
registration by means of a post-effective amendment any of the securities 
being registered which remain unsold at the termination of the offering.

                                      II-4
(d)  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 Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of the 
Securities Exchange Act of 1934) 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.

     (e)  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 Delaware Corporation Law, the First
Amended and Restated Certificate of Incorporation of the Registrant, the Bylaws
of Registrant and the indemnification agreements described above in Item 6,
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by Registrant of expenses
incurred or paid by a director, officer or controlling person of 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, 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 of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                      II-5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in Rancho Cordova, County of Sacramento, State of 
California, on the 15 day of January, 1997.

                              USCS INTERNATIONAL, INC.

                              By: /s/ James C. Castle
                                 --------------------------------------
                                  James C. Castle,
                                  Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below hereby constitutes and appoints James C. Castle and Douglas L. 
Shurtleff, and each of them, his true and lawful attorneys-in-fact and 
agents, each with full power of substitution, each with power to act alone, 
to sign and execute on behalf of the undersigned any amendment or amendments 
to this Registration Statement and to perform any acts necessary in order to 
file the same, with exhibits thereto and other documents in connection 
therewith, with the Securities and Exchange Commission, and each of the 
undersigned does hereby ratify and confirm all that said attorneys-in-fact 
and agents, or their or his substitutes, shall do or cause to be done by 
virtue hereof.

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

Dated: January 15, 1997       /s/ James C. Castle
                              -----------------------------------------
                              James C. Castle
                              Chief Executive Officer and
                              Chairman of the Board of Directors
                              (Principal Executive Officer)

Dated: January 15, 1997       /s/ George L. Argyros, Sr.
                              -----------------------------------------
                              George L. Argyros, Sr.
                              Director

Dated: January 15, 1997       /s/ George M. Crandell, Jr.
                              -----------------------------------------
                              George M. Crandell, Jr.
                              Director

                                      II-6
Dated: January 15, 1997       /s/ Charles D. Martin
                              -----------------------------------------
                              Charles D. Martin
                              Director

Dated: January 15, 1997       /s/ Michael F. McGrail
                              -----------------------------------------
                              Michael F. McGrail
                              Director

Dated: January 15, 1997       /s/ Larry W. Wangberg
                              -----------------------------------------
                              Larry W. Wangberg
                              Director

Dated: January 15, 1997       /s/ Douglas L. Shurtleff
                              -----------------------------------------
                              Douglas L. Shurtleff
                              Senior Vice-President of Finance
                              and Chief Financial Officer
                              (Principal Financial Officer)

Dated: January 15, 1997       /s/ Zaida Klein
                              -----------------------------------------
                              Zaida Klein
                              Controller and Chief Accounting Officer
                              (Principal Accounting Officer)

                                      II-7
INDEX TO EXHIBITS

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

 4.1      First Amended and Restated Certificate
          of Incorporation of the Company dated
          April 23, 1996.*

 4.2      Certificate of Designation of Rights,
          Preferences and Privileges of Series A 
          Stock.*

 4.3      Shareholder Rights Agreement dated
          December 30, 1988 among U.S. Computer
          Services, Westar Capital and
          Enterprise Partners.*

 4.4      Stockholder Rights Plan between the
          Company and Trustee.*

 4.5      By-laws of the Company.*

 5.1      Opinion of Graham & James LLP regarding
          legality of the shares of Common Stock.

23.1      Consent of Graham & James LLP
          (incorporated by reference to
          Exhibit 5.1 hereof).

23.2      Consent of Price Waterhouse LLP.

24.1      Power of Attorney (see page II-6).

99.1      1996 Directors' Stock Option Plan.*

-------------------------
*    Incorporated by reference to Registrant's Registration Statement on
     Form S-1, Registration No. 333-3842, filed pursuant to Section 5 of the
     Securities Act of 1933, as amended.
EXHIBIT 5.1
                                  [LETTERHEAD]

January 15, 1997

USCS International, Inc.
2969 Prospect Park Drive
Rancho Cordova, California  95670

Ladies and Gentlemen:

You have requested our opinion as counsel for USCS International, Inc., a 
Delaware corporation (the "Company"), in connection with the registration 
under the Securities Act of 1933, as amended (the "Securities Act"), and 
the Rules and Regulations promulgated thereunder, of an aggregate of 150,000 
shares (the "Shares") of the Company's common stock, par value $0.05 per 
share (the "Common Stock"), issuable in connection with the Company's 1996 
Directors' Stock Option Plan (the "Plan").

This opinion is rendered pursuant to Item 601(b)(5)(i) of Regulation S-K 
promulgated under the Securities Act.

For purposes of this opinion, we have examined the Registration Statement on 
Form S-8 to be filed with the Commission on or about January 15, 1997 (the 
"Registration Statement").  We have also been furnished with and have 
examined originals or copies, certified or otherwise identified to our 
satisfaction, of all such records of the Company, agreements and other 
instruments, certificates of officers and representatives of the Company, 
certificates of public officials and other documents as we have deemed it 
necessary as a basis for the opinions hereafter expressed.  As to questions 
of fact material to such opinions, we have, where relevant facts were not 
independently established, relied upon certifications by principal officers 
of the Company.  We have made such further legal and factual examination and 
investigation as we deem necessary for purposes of rendering the following 
opinions.

In our examination we have assumed the genuineness of all signatures, the 
legal capacity of natural persons, the correctness of facts set forth in 
certificates, the authenticity of all documents submitted to us as originals, 
the conformity to original documents of all documents submitted to us as 
certified or photostatic copies, and the authenticity of the originals of 
such copies.  We have also assumed that such documents have each been duly 
authorized, properly executed and delivered by each of the parties thereto 
other than the Company.

Our opinions below are limited to the laws of the States of California and 
Delaware and the federal securities laws of the United States.
USCS International, Inc.
January 15, 1997

Based on the foregoing, it is our opinion that all of the Shares, when issued 
and delivered against payment in full of the respective exercise prices in 
accordance with the terms of the Plan and agreements governing such options, 
will be legally and validly issued, fully paid and nonassessable.

We consent to the filing of this opinion as an exhibit to the Registration 
Statement on Form S-8.

Very truly yours,

/s/ Graham & James LLP
GRAHAM & JAMES LLP
EXHIBIT 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration 
Statement on Form S-8 of our report dated March 4, 1996, except for Note 13 
which is dated as of June 20, 1996, appearing on page F-2 of USCS 
International, Inc.'s Registration Statement on Form S-1 for the three years 
ended December 31, 1995.

/s/ Price Waterhouse LLP
Sacramento, CA
January 15, 1997