<PAGE>

As filed with the Securities and Exchange Commission on August 20, 1999.
                                                          Registration No. 33-
================================================================================
                      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            (I.R.S. employer identification number)
of incorporation or organization)

   5660 New Northside Drive
       Suite 1400
     Atlanta, Georgia                                           30328-5800
(Address of principal executive offices)                        (Zip code)


                  First Data Corporation Salary Deferral Plan
                           (Full title of the Plan)

                          Michael T. Whealy, Esquire
                                General Counsel
                            First Data Corporation
                           5660 New Northside Drive
                                  Suite 1400
                          Atlanta, Georgia 30328-5800
                                (770) 857-0001
                     (Name, address and telephone number,
                  including area code, of agent for service)

                                  Copies To:
                           Thomas A. Rossi, Esquire
                         Stanley J. Andersen, Esquire
                            2121 North 117th Avenue
                             Omaha, Nebraska 68164


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================
                                     Amount       Proposed Maximum   Proposed Maximum   Amount of
Title of Securities                   to be        Offering Price       Aggregate      Registration
to be Registered                 Registered/(2)/    Per Security      Offering Price       Fee
------------------------------   --------------   ----------------   ----------------  -------------
<S>                              <C>              <C>                <C>               <C>
Salary Deferral Plan Deferred    $    3,000,000               100%   $      3,000,000  $         834
Compensation Obligation/(1)/

====================================================================================================
</TABLE>

(1)  The deferred compensation obligations are obligations of First Data
     Corporation to pay deferred compensation in the future in accordance with
     the terms of the First Data Corporation Salary Deferral Plan.

(2)  Estimated solely for the purpose of determining the registration fee.
<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 by First Data Corporation (the "Registrant") are
incorporated herein by reference:

          (a)  the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998, filed under the Securities Exchange Act of 1934, as amended
(the "Exchange Act");

          (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.

          All documents filed by the Registrant 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 which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold are 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 hereinafter 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
          -------------------------

          Under the First Data Corporation Salary Deferral Plan (the "Plan"),
the Registrant provides eligible employees of the Registrant and its affiliates
the opportunity to elect to defer a specified percentage of their cash
compensation. The obligations of the Registrant ultimately to pay such deferred
amounts in accordance with the Plan (the "Obligations") are unsecured general
obligations of the Registrant, and rank equally with other unsecured and
unsubordinated indebtedness of the Registrant that is outstanding from time to
time. The total amount of outstanding Obligations, including interest, was
$833,664.67 on June 30, 1999. Because the Registrant is a holding company, the
right of the Registrant, hence the right of creditors of the Registrant
(including participants in the Plan) to participate in a distribution of the
assets of a subsidiary upon its
<PAGE>

liquidation or reorganization or otherwise, necessarily is subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Registrant itself as a creditor may be recognized.

          The amount of compensation to be deferred by each participant will be
determined in accordance with the Plan based on elections by the participant.
Each Obligation generally will be payable on a date selected by the participant
in accordance with the terms of the Plan. The obligations accrue interest at an
annual rate that is adjusted on January 1 of each year to equal the average two-
year U.S. Treasury Bill rate for the 60-day period immediately preceding the
adjustment date. The rate may be changed by the Registrant. The Obligations will
be denominated and payable in United States dollars.

          A participant's right or the right of any other person to the
Obligations under either Plan cannot be assigned, alienated, sold, garnished,
transferred, pledged or encumbered except by a written designation of
beneficiary under the Plan.

          The Obligations are not subject to redemption, in whole or in part,
prior to the payment dates specified by the Plan. The Registrant reserves the
right to amend or terminate the Plan at any time, except that no such amendment
may be made without the participant's written consent if it would reduce the
vested balance of the participant's deferred account or delay the participant's
ability to receive his or her vested account balance.

          The Obligations are not convertible into another security of the
Registrant. The Obligations will not have the benefit of a negative pledge or
any other affirmative or negative covenant on the part of the Registrant. No
trustee has been appointed having the authority to take action with respect to
the Obligations, and each participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any request for consent, waivers, or amendments pertaining to the
Obligations, enforcing covenants, and taking action upon a default.


Item 5.   Interests of Named Experts and Counsel
          --------------------------------------

          Certain legal matters with respect to the offering of the securities
registered hereby have been passed upon by Heidi J. Kesinger, Senior Counsel of
the Registrant. Ms. Kesinger is paid a salary by Registrant and is a participant
in various employee benefit plans offered to employees of the Registrant. Ms.
Kesinger participates in the Registrant's Long-Term Incentive Plan and has
options to purchase shares of First Data common stock.


Item 6.   Indemnification of Directors and Officers
          -----------------------------------------

          In accordance with the Delaware General Corporation Law ("DGCL"), the
Restated Certificate of Incorporation of the Registrant limits the personal
liability of the directors of the Registrant for violations of their fiduciary
duty. This provision eliminates each director's liability
<PAGE>

to the Registrant or its stockholders for monetary damages except to the extent
provided by the DGCL (i) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL providing for liability of directors for unlawful
payment of dividends or unlawful stock purchases or redemptions, or (iv) for any
transaction from which a director derived an improper 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 such actions involving gross negligence.

          The Restated Certificate of Incorporation of the Registrant also
provides for indemnification of the Registrant's officers and directors to the
fullest extent permitted by applicable law. Section 145 of the 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 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. The By-laws of the Registrant provide
officers and directors similar rights to indemnification except that the By-laws
(i) only provide for indemnification if the person is defending an action and
(ii) do not provide for the indemnification of judgments, fines and amounts paid
in settlement in actions brought by or in the right of the corporation.

          In addition, the Registrant maintains insurance policies which provide
coverage for its officers and directors in certain situations where the
Registrant cannot directly indemnify such officers or directors. The rights of
indemnification discussed above are not exclusive of any other rights which a
director or officer may acquire in the future.


Item 7.   Exemption from Registration Claimed
          -----------------------------------

          Not applicable.
<PAGE>

Item 8.   Exhibits
          --------

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


   4      First Data Corporation Salary Deferral Plan

   5      Opinion and Consent of Heidi J. Kesinger, Esq.

  15      Letter from Ernst & Young LLP regarding Unaudited Interim
          Financial Information.

23.1      Consent of Ernst & Young LLP.

23.2      Consent of Heidi J. Kesinger, Esq. (included in the opinion of Ms.
          Kesinger filed as Exhibit 5 hereto).

  24      Power of Attorney (included on the signature page).


Item 9.   Undertakings
          ------------

     The undersigned Registrant hereby undertakes:

          (1)   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 in 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 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;
<PAGE>

Provided, however, that paragraphs (1) (i) and (1) (ii) above do not apply if
--------  -------
the Registration Statement is on Form S-3, Form S-8 or Form F-3 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.

          (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 remain unsold at the
termination of the offering.

     The undesigned 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 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein and the offering of such securities at
the time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the 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 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 Act and will be governed by the final adjudication of
such issue.
<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 the City of Atlanta, State of Georgia, on August 20, 1999.

                                         FIRST DATA CORPORATION



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


                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints Michael T. Whealy, Thomas A. Rossi
and Stanley J. Andersen, and each or either 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 attorneys-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 the substitutes or substitute of any of them, may lawfully 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 below by the following persons in the
capacities and on the dates indicated.


        Signature                        Title                      Date
        ---------                        -----                      ----


 /s/ Henry C. Duques             Chairman of the Board and      August 20, 1999
-----------------------
Henry C. Duques                  Chief Executive Officer



 /s/ Lee Adrean                  Chief Financial Officer        August 20, 1999
-----------------------
Lee Adrean                       (Principal Financial Officer)

<PAGE>

        Signature                        Title                      Date
        ---------                        -----                      ----



 /s/ Jeff Holtz              Vice President and Corporate       August 20, 1999
-----------------------
Jeff Holtz                            Controller
                             (Principal Accounting Officer)


 /s/ Ben Burdetsky                    Director                  August 20, 1999
-------------------------
Ben Burdetsky


 /s/ Courtney F. Jones                Director                  August 20, 1999
-------------------------
Courtney F. Jones


 /s/ Robert J. Levenson               Director                  August 20, 1999
-------------------------
Robert J. Levenson


 /s/ James D. Robinson                Director                  August 20, 1999
-------------------------
James D. Robinson III


 /s/ Charles T. Russell               Director                  August 20, 1999
-------------------------
Charles T. Russell


 /s/ Bernard L. Schwartz              Director                  August 20, 1999
-------------------------
Bernard L. Schwartz


 /s/ Joan E. Spero                    Director                  August 20, 1999
-------------------------
Joan E. Spero


 /s/ Garen K. Staglin                 Director                  August 20, 1999
-------------------------
Garen K. Staglin
<PAGE>

                                     INDEX
                                     -----



EXHIBIT
NUMBER     DESCRIPTION OF EXHIBIT
------     ----------------------

    4      First Data Corporation Salary Deferral Plan

    5      Opinion and Consent of Heidi J. Kesinger, Esq.

   15      Letter from Ernst & Young LLP regarding Unaudited Interim
           financial Information.

 23.1      Consent of Ernst & Young LLP.

 23.2      Consent of Heidi J. Kesinger, Esq. (included in the opinion
           of Ms. Kesinger filed as Exhibit 5 hereto).

 24        Power of Attorney (included on the signature page).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21648}]
{"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": "333-85715", "film-number": "99697135"}, "business-address": {"street1": "5660 NEW NORTHSIDE DRIVE SUITE 1400", "city": "ATLANTA", "state": "GA", "zip": "30328", "phone": "7708570001"}, "mail-address": {"street1": "5660 NEW NORTHSIDE DRIVE SUITE 1400", "city": "ATLANTA", "state": "GA", "zip": "30328"}}
As filed with the Securities and Exchange Commission on August 20, 1999.
                                                          Registration No. 33-
================================================================================
                      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            (I.R.S. employer identification number)
of incorporation or organization)

   5660 New Northside Drive
       Suite 1400
     Atlanta, Georgia                                           30328-5800
(Address of principal executive offices)                        (Zip code)

                  First Data Corporation Salary Deferral Plan
                           (Full title of the Plan)

                          Michael T. Whealy, Esquire
                                General Counsel
                            First Data Corporation
                           5660 New Northside Drive
                                  Suite 1400
                          Atlanta, Georgia 30328-5800
                                (770) 857-0001
                     (Name, address and telephone number,
                  including area code, of agent for service)

                                  Copies To:
                           Thomas A. Rossi, Esquire
                         Stanley J. Andersen, Esquire
                            2121 North 117th Avenue
                             Omaha, Nebraska 68164

                        CALCULATION OF REGISTRATION FEE
====================================================================================================
                                     Amount       Proposed Maximum   Proposed Maximum   Amount of
Title of Securities                   to be        Offering Price       Aggregate      Registration
to be Registered                 Registered/(2)/    Per Security      Offering Price       Fee
------------------------------   --------------   ----------------   ----------------  -------------
Salary Deferral Plan Deferred    $    3,000,000               100%   $      3,000,000  $         834
Compensation Obligation/(1)/

====================================================================================================
(1)  The deferred compensation obligations are obligations of First Data
     Corporation to pay deferred compensation in the future in accordance with
     the terms of the First Data Corporation Salary Deferral Plan.

(2)  Estimated solely for the purpose of determining the registration fee.
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 by First Data Corporation (the "Registrant") are
incorporated herein by reference:

          (a)  the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998, filed under the Securities Exchange Act of 1934, as amended
(the "Exchange Act");

          (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.

          All documents filed by the Registrant 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 which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold are 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 hereinafter 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
          -------------------------

          Under the First Data Corporation Salary Deferral Plan (the "Plan"),
the Registrant provides eligible employees of the Registrant and its affiliates
the opportunity to elect to defer a specified percentage of their cash
compensation. The obligations of the Registrant ultimately to pay such deferred
amounts in accordance with the Plan (the "Obligations") are unsecured general
obligations of the Registrant, and rank equally with other unsecured and
unsubordinated indebtedness of the Registrant that is outstanding from time to
time. The total amount of outstanding Obligations, including interest, was
$833,664.67 on June 30, 1999. Because the Registrant is a holding company, the
right of the Registrant, hence the right of creditors of the Registrant
(including participants in the Plan) to participate in a distribution of the
assets of a subsidiary upon its
liquidation or reorganization or otherwise, necessarily is subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Registrant itself as a creditor may be recognized.

          The amount of compensation to be deferred by each participant will be
determined in accordance with the Plan based on elections by the participant.
Each Obligation generally will be payable on a date selected by the participant
in accordance with the terms of the Plan. The obligations accrue interest at an
annual rate that is adjusted on January 1 of each year to equal the average two-
year U.S. Treasury Bill rate for the 60-day period immediately preceding the
adjustment date. The rate may be changed by the Registrant. The Obligations will
be denominated and payable in United States dollars.

          A participant's right or the right of any other person to the
Obligations under either Plan cannot be assigned, alienated, sold, garnished,
transferred, pledged or encumbered except by a written designation of
beneficiary under the Plan.

          The Obligations are not subject to redemption, in whole or in part,
prior to the payment dates specified by the Plan. The Registrant reserves the
right to amend or terminate the Plan at any time, except that no such amendment
may be made without the participant's written consent if it would reduce the
vested balance of the participant's deferred account or delay the participant's
ability to receive his or her vested account balance.

          The Obligations are not convertible into another security of the
Registrant. The Obligations will not have the benefit of a negative pledge or
any other affirmative or negative covenant on the part of the Registrant. No
trustee has been appointed having the authority to take action with respect to
the Obligations, and each participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any request for consent, waivers, or amendments pertaining to the
Obligations, enforcing covenants, and taking action upon a default.

Item 5.   Interests of Named Experts and Counsel
          --------------------------------------

          Certain legal matters with respect to the offering of the securities
registered hereby have been passed upon by Heidi J. Kesinger, Senior Counsel of
the Registrant. Ms. Kesinger is paid a salary by Registrant and is a participant
in various employee benefit plans offered to employees of the Registrant. Ms.
Kesinger participates in the Registrant's Long-Term Incentive Plan and has
options to purchase shares of First Data common stock.

Item 6.   Indemnification of Directors and Officers
          -----------------------------------------

          In accordance with the Delaware General Corporation Law ("DGCL"), the
Restated Certificate of Incorporation of the Registrant limits the personal
liability of the directors of the Registrant for violations of their fiduciary
duty. This provision eliminates each director's liability
to the Registrant or its stockholders for monetary damages except to the extent
provided by the DGCL (i) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL providing for liability of directors for unlawful
payment of dividends or unlawful stock purchases or redemptions, or (iv) for any
transaction from which a director derived an improper 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 such actions involving gross negligence.

          The Restated Certificate of Incorporation of the Registrant also
provides for indemnification of the Registrant's officers and directors to the
fullest extent permitted by applicable law. Section 145 of the 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 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. The By-laws of the Registrant provide
officers and directors similar rights to indemnification except that the By-laws
(i) only provide for indemnification if the person is defending an action and
(ii) do not provide for the indemnification of judgments, fines and amounts paid
in settlement in actions brought by or in the right of the corporation.

          In addition, the Registrant maintains insurance policies which provide
coverage for its officers and directors in certain situations where the
Registrant cannot directly indemnify such officers or directors. The rights of
indemnification discussed above are not exclusive of any other rights which a
director or officer may acquire in the future.

Item 7.   Exemption from Registration Claimed
          -----------------------------------

          Not applicable.
Item 8.   Exhibits
          --------

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

   4      First Data Corporation Salary Deferral Plan

   5      Opinion and Consent of Heidi J. Kesinger, Esq.

  15      Letter from Ernst & Young LLP regarding Unaudited Interim
          Financial Information.

23.1      Consent of Ernst & Young LLP.

23.2      Consent of Heidi J. Kesinger, Esq. (included in the opinion of Ms.
          Kesinger filed as Exhibit 5 hereto).

  24      Power of Attorney (included on the signature page).

Item 9.   Undertakings
          ------------

     The undersigned Registrant hereby undertakes:

          (1)   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 in 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 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 (1) (i) and (1) (ii) above do not apply if
--------  -------
the Registration Statement is on Form S-3, Form S-8 or Form F-3 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.

          (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 remain unsold at the
termination of the offering.

     The undesigned 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 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein and the offering of such securities at
the time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the 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 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 Act and will be governed by the final adjudication of
such issue.
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 the City of Atlanta, State of Georgia, on August 20, 1999.

                                         FIRST DATA CORPORATION

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

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints Michael T. Whealy, Thomas A. Rossi
and Stanley J. Andersen, and each or either 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 attorneys-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 the substitutes or substitute of any of them, may lawfully 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 below by the following persons in the
capacities and on the dates indicated.

        Signature                        Title                      Date
        ---------                        -----                      ----

 /s/ Henry C. Duques             Chairman of the Board and      August 20, 1999
-----------------------
Henry C. Duques                  Chief Executive Officer

 /s/ Lee Adrean                  Chief Financial Officer        August 20, 1999
-----------------------
Lee Adrean                       (Principal Financial Officer)
Signature                        Title                      Date
        ---------                        -----                      ----

 /s/ Jeff Holtz              Vice President and Corporate       August 20, 1999
-----------------------
Jeff Holtz                            Controller
                             (Principal Accounting Officer)

 /s/ Ben Burdetsky                    Director                  August 20, 1999
-------------------------
Ben Burdetsky

 /s/ Courtney F. Jones                Director                  August 20, 1999
-------------------------
Courtney F. Jones

 /s/ Robert J. Levenson               Director                  August 20, 1999
-------------------------
Robert J. Levenson

 /s/ James D. Robinson                Director                  August 20, 1999
-------------------------
James D. Robinson III

 /s/ Charles T. Russell               Director                  August 20, 1999
-------------------------
Charles T. Russell

 /s/ Bernard L. Schwartz              Director                  August 20, 1999
-------------------------
Bernard L. Schwartz

 /s/ Joan E. Spero                    Director                  August 20, 1999
-------------------------
Joan E. Spero

 /s/ Garen K. Staglin                 Director                  August 20, 1999
-------------------------
Garen K. Staglin
INDEX
                                     -----

EXHIBIT
NUMBER     DESCRIPTION OF EXHIBIT
------     ----------------------

    4      First Data Corporation Salary Deferral Plan

    5      Opinion and Consent of Heidi J. Kesinger, Esq.

   15      Letter from Ernst & Young LLP regarding Unaudited Interim
           financial Information.

 23.1      Consent of Ernst & Young LLP.

 23.2      Consent of Heidi J. Kesinger, Esq. (included in the opinion
           of Ms. Kesinger filed as Exhibit 5 hereto).

 24        Power of Attorney (included on the signature page).