<PAGE>

      As Filed with the Securities and Exchange Commission on September 2, 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)

                 USCS INTERNATIONAL, INC. DEFERRED COMPENSATION PLAN
                     USCS INTERNATIONAL, INC. BONUS DEFERRAL PLAN
                              (Full Title of the Plans)

                                 MARY G. JORDAN, ESQ.
                    Vice President, General Counsel and Secretary
                               USCS INTERNATIONAL, INC.
                               2969 Prospect Park Drive
                      Rancho Cordova, California  95670-6184    
                                     916-636-4500
               (Name, address and telephone number 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
<PAGE>

CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------
--------------------------------------------------------------------
<TABLE>
<CAPTION>

                                              PROPOSED     PROPOSED
 TITLE OF                                     MAXIMUM      MAXIMUM
SECURITIES                      AMOUNT       OFFERING     AGGREGATE     AMOUNT OF
  TO BE                         TO BE        PRICE PER     OFFERING   REGISTRATION
REGISTERED(1)                 REGISTERED     OBLIGATION    PRICE(2)       FEE
-------------------------------------------------------------------- 
--------------------------------------------------------------------
<S>                        <C>               <C>      <C>            <C>
Pursuant to 
USCS  Deferred Comp. Plan
Obligations. . . . . . . . $10,000,000       100%     $10,000,000    $3,030.30

Pursuant to
USCS  Bonus Deferral  
Obligations. . . . . . . . $10,000,000       100%     $10,000,000    $3,030.30

Total. . . . . . . . . . . $20,000,000       100%     $20,000,000    $6,060.60

</TABLE>
--------------------------------------------------------------------
--------------------------------------------------------------------

(1) The USCS Deferred Compensation Plan Obligations and the USCS Bonus Deferral
    Obligations are unsecured obligations of USCS International, Inc., to pay
    deferred compensation in the future in accordance with, respectively, the
    USCS International, Inc. Deferred Compensation Plan and the USCS
    International, Inc., Bonus Deferral Plan.

(2) Estimated solely for the purpose of determining the registration fee. 


                                        PART I
                                           
                 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The document(s) containing the information specified in Part I of 
Form S-8 have been or will be sent or given to participant employees as 
specified by Rule 428(b)(1) under the Securities Act of 1933 (the "Act").  
These documents and the documents incorporated by reference into this 
Registration Statement, taken together, constitute a prospectus that meets 
the requirements of Section 10(a) of the Act. 

<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") 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)   The Registrant's Annual Report on Form 10-K for the fiscal year
                ended December 31, 1996 and filed with the Commission on March
                28, 1997 (the "Annual Report"); 

                (b)  All other reports filed pursuant to Section 13(a) or 15(d)
                of the Act since the end of the fiscal year covered by the 
                Annual Report; 

                (c)  The description of Common Stock contained in the 
                Registrant's 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.

               Any statement contained in a document incorporated or deemed 
to be incorporated by reference herein 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 document which 
also is or is deemed to be incorporated by reference herein 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. 

                                          1

<PAGE>


ITEM 4.   DESCRIPTION OF SECURITIES.  

                The obligations (the "Obligations") under the Deferred 
Compensation Plan and the Bonus Deferral Plan (the "Plans") are general 
unsecured obligations of the Registrant to pay deferred compensation in the 
future in accordance with the terms of the Plans, form the general assets of 
the Registrant, and rank pari passu with other unsecured and unsubordinated 
indebtedness of the Registrant from time to time outstanding.  A brief 
description of certain aspects of the Plans follows (the official provisions 
of the Plans are attached as Exhibit 4.1 and 4.2 hereto, which control in the 
case of a discrepancy).  

                Participation in the Plans is generally limited to senior
management and persons selected by the Board of Directors, in the case of the
Deferred Compensation Plan, and a Committee selected by the Board of Directors
in the case of the Bonus Deferral Plan ("Participant").  The Deferred
Compensation Plan allows a Participant to defer a portion of the Participant's
pre-tax base salary (with a minimum deferral of $5,000 per year).  The Bonus
Deferral Plan allows a Participant to defer a portion of the Participant's
bonuses and other incentive compensation.  

                The amount deferred by each Participant is determined in
accordance with each Participant's deferral election.  Each Obligation will be
payable during employment in accordance with the terms of the Plans.  After
termination, a Participant will begin receiving distributions in either a lump
sum payment or five, ten or fifteen annual installment payments beginning no
later than January 15 of the plan year following the Participant's termination
date in accordance with the Participant's initial election.  If a Participant
dies, the balance then credited to the Participant's account shall be
distributed to the Participant's beneficiary(s) in the same manner as if the
employee were terminated.  

                The amount deferred will be credited to that 
Participant's account and will receive deemed interest in accordance and with 
such calculation as the Registrant's Board of Directors, in its sole 
discretion, may determine from time to time. The amount deferred will be 
denominated and be payable in United States Dollars.  

                A Participant's, or any other person with rights to the
Obligations, may not sell, transfer, anticipate, assign, hypothecate, or
otherwise dispose of any right or interest under the Plans and such rights and
interest shall not at any time be subject to the claims of creditors nor be
liable to attachment, execution or other legal process. 
          
                The Registrant reserves the right to amend or terminate 
the Plans at any time, except that no such amendment or termination shall 
adversely affect a Participant's right to the Obligations in the amount of 
the Participant's account as of the date of such amendment or termination. 

                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 requests for consents, waivers or 
amendments pertaining to the Obligations and taking action upon default. 

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

                None.

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.   

                                          2

<PAGE>


         The Company's Second Amended and Restated Certificate of 
Incorporation (the "Certificate of Incorporation") and Bylaws provide for 
expanded indemnification of directors and officers of the Company and limit 
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 to 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 
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.

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       USCS International, Inc. Bonus Deferral Plan 

                    4.2       U.S. Computer Services Deferred Compensation Plan

                    5.1       Opinion of Graham & James LLP regarding the 
                              legality of the securities being registered 
                              herein

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



                                          3

<PAGE>


                    23.2      Consent of Price Waterhouse LLP.

                    24.1      Power of Attorney (see signature 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; 

               (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.

          (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 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.

                                          4

<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 Rancho Cordova, County of 
Sacramento, State of California, on the 29th day of August, 1997.

                                   USCS INTERNATIONAL, INC.

               
                                   By:     /Mary G. Jordan/                  
                                       --------------------------------------
                                        Mary G. Jordan
                                        Vice President, General Counsel and 
                                        Secretary



                                          5

<PAGE>

                               POWER OF ATTORNEY
for Form S-8 for the USCS Deferred Compensation Plan and the USCS Bonus 
Deferral Plan

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose 
signature appears below hereby constitutes and appoints Mary G. Jordan 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:  July 30, 1997         / James C. Castle/                 
                              -----------------------------------------
                              James C. Castle
                              Chief Executive Officer and Chairman of the Board 
                                of Directors
                              (Principal Executive Officer)


Dated:  July 30, 1997         / George L. Argyros, Sr./          
                              -----------------------------------------
                              George L. Argyros, Sr.
                              Director


Dated:  July 30, 1997         / George M. Crandell, Jr./         
                              -----------------------------------------
                              George M. Crandell, Jr.
                              Director


Dated:  July 30, 1997         / Charles D. Martin/               
                              -----------------------------------------
                              Charles D. Martin
                              Director


Dated:  July 30, 1997         / Michael F. McGrail/              
                              -----------------------------------------
                              Michael F. McGrail
                              Director


Dated:  July 30, 1997         / Larry W. Wangberg/               
                              -----------------------------------------
                              Larry W. Wangberg
                              Director

Dated:  July 30, 1997         / Douglas L. Shurtleff/            
                              -----------------------------------------
                              Douglas L. Shurtleff
                              Senior Vice-President of Finance and 
                              Chief Financial Officer (Principal Financial 
                                Officer)



                                      - A N D -

<PAGE>

Dated:  July 30, 1997         / Zaida A. Klein/                  
                              -----------------------------------------
                              Zaida A. Klein
                              Chief Accounting Officer and Controller
                              (Principal Accounting Officer) 


<PAGE>

                                  INDEX TO EXHIBITS

NUMBER    DESCRIPTION OF EXHIBIT                                              

4.1            USCS International, Inc. Bonus Deferral Plan 

4.2            U.S. Computer Services Deferred Compensation Plan

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 signature page).
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 24252}]
{"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": "333-34801", "film-number": "97674240"}, "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 September 2, 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)

                 USCS INTERNATIONAL, INC. DEFERRED COMPENSATION PLAN
                     USCS INTERNATIONAL, INC. BONUS DEFERRAL PLAN
                              (Full Title of the Plans)

                                 MARY G. JORDAN, ESQ.
                    Vice President, General Counsel and Secretary
                               USCS INTERNATIONAL, INC.
                               2969 Prospect Park Drive
                      Rancho Cordova, California  95670-6184    
                                     916-636-4500
               (Name, address and telephone number 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(1)                 REGISTERED     OBLIGATION    PRICE(2)       FEE
-------------------------------------------------------------------- 
--------------------------------------------------------------------
Pursuant to 
USCS  Deferred Comp. Plan
Obligations. . . . . . . . $10,000,000       100%     $10,000,000    $3,030.30

Pursuant to
USCS  Bonus Deferral  
Obligations. . . . . . . . $10,000,000       100%     $10,000,000    $3,030.30

Total. . . . . . . . . . . $20,000,000       100%     $20,000,000    $6,060.60
--------------------------------------------------------------------
--------------------------------------------------------------------

(1) The USCS Deferred Compensation Plan Obligations and the USCS Bonus Deferral
    Obligations are unsecured obligations of USCS International, Inc., to pay
    deferred compensation in the future in accordance with, respectively, the
    USCS International, Inc. Deferred Compensation Plan and the USCS
    International, Inc., Bonus Deferral Plan.

(2) Estimated solely for the purpose of determining the registration fee. 

                                        PART I
                                           
                 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The document(s) containing the information specified in Part I of 
Form S-8 have been or will be sent or given to participant employees as 
specified by Rule 428(b)(1) under the Securities Act of 1933 (the "Act").  
These documents and the documents incorporated by reference into this 
Registration Statement, taken together, constitute a prospectus that meets 
the requirements of Section 10(a) of the Act.
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") 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)   The Registrant's Annual Report on Form 10-K for the fiscal year
                ended December 31, 1996 and filed with the Commission on March
                28, 1997 (the "Annual Report"); 

                (b)  All other reports filed pursuant to Section 13(a) or 15(d)
                of the Act since the end of the fiscal year covered by the 
                Annual Report; 

                (c)  The description of Common Stock contained in the 
                Registrant's 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.

               Any statement contained in a document incorporated or deemed 
to be incorporated by reference herein 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 document which 
also is or is deemed to be incorporated by reference herein 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. 

                                          1
ITEM 4.   DESCRIPTION OF SECURITIES.  

                The obligations (the "Obligations") under the Deferred 
Compensation Plan and the Bonus Deferral Plan (the "Plans") are general 
unsecured obligations of the Registrant to pay deferred compensation in the 
future in accordance with the terms of the Plans, form the general assets of 
the Registrant, and rank pari passu with other unsecured and unsubordinated 
indebtedness of the Registrant from time to time outstanding.  A brief 
description of certain aspects of the Plans follows (the official provisions 
of the Plans are attached as Exhibit 4.1 and 4.2 hereto, which control in the 
case of a discrepancy).  

                Participation in the Plans is generally limited to senior
management and persons selected by the Board of Directors, in the case of the
Deferred Compensation Plan, and a Committee selected by the Board of Directors
in the case of the Bonus Deferral Plan ("Participant").  The Deferred
Compensation Plan allows a Participant to defer a portion of the Participant's
pre-tax base salary (with a minimum deferral of $5,000 per year).  The Bonus
Deferral Plan allows a Participant to defer a portion of the Participant's
bonuses and other incentive compensation.  

                The amount deferred by each Participant is determined in
accordance with each Participant's deferral election.  Each Obligation will be
payable during employment in accordance with the terms of the Plans.  After
termination, a Participant will begin receiving distributions in either a lump
sum payment or five, ten or fifteen annual installment payments beginning no
later than January 15 of the plan year following the Participant's termination
date in accordance with the Participant's initial election.  If a Participant
dies, the balance then credited to the Participant's account shall be
distributed to the Participant's beneficiary(s) in the same manner as if the
employee were terminated.  

                The amount deferred will be credited to that 
Participant's account and will receive deemed interest in accordance and with 
such calculation as the Registrant's Board of Directors, in its sole 
discretion, may determine from time to time. The amount deferred will be 
denominated and be payable in United States Dollars.  

                A Participant's, or any other person with rights to the
Obligations, may not sell, transfer, anticipate, assign, hypothecate, or
otherwise dispose of any right or interest under the Plans and such rights and
interest shall not at any time be subject to the claims of creditors nor be
liable to attachment, execution or other legal process. 
          
                The Registrant reserves the right to amend or terminate 
the Plans at any time, except that no such amendment or termination shall 
adversely affect a Participant's right to the Obligations in the amount of 
the Participant's account as of the date of such amendment or termination. 

                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 requests for consents, waivers or 
amendments pertaining to the Obligations and taking action upon default. 

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

                None.

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.   

                                          2
The Company's Second Amended and Restated Certificate of 
Incorporation (the "Certificate of Incorporation") and Bylaws provide for 
expanded indemnification of directors and officers of the Company and limit 
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 to 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 
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.

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       USCS International, Inc. Bonus Deferral Plan 

                    4.2       U.S. Computer Services Deferred Compensation Plan

                    5.1       Opinion of Graham & James LLP regarding the 
                              legality of the securities being registered 
                              herein

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

                                          3
23.2      Consent of Price Waterhouse LLP.

                    24.1      Power of Attorney (see signature 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; 

               (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.

          (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 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.

                                          4
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 Rancho Cordova, County of 
Sacramento, State of California, on the 29th day of August, 1997.

                                   USCS INTERNATIONAL, INC.

               
                                   By:     /Mary G. Jordan/                  
                                       --------------------------------------
                                        Mary G. Jordan
                                        Vice President, General Counsel and 
                                        Secretary

                                          5
POWER OF ATTORNEY
for Form S-8 for the USCS Deferred Compensation Plan and the USCS Bonus 
Deferral Plan

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose 
signature appears below hereby constitutes and appoints Mary G. Jordan 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:  July 30, 1997         / James C. Castle/                 
                              -----------------------------------------
                              James C. Castle
                              Chief Executive Officer and Chairman of the Board 
                                of Directors
                              (Principal Executive Officer)

Dated:  July 30, 1997         / George L. Argyros, Sr./          
                              -----------------------------------------
                              George L. Argyros, Sr.
                              Director

Dated:  July 30, 1997         / George M. Crandell, Jr./         
                              -----------------------------------------
                              George M. Crandell, Jr.
                              Director

Dated:  July 30, 1997         / Charles D. Martin/               
                              -----------------------------------------
                              Charles D. Martin
                              Director

Dated:  July 30, 1997         / Michael F. McGrail/              
                              -----------------------------------------
                              Michael F. McGrail
                              Director

Dated:  July 30, 1997         / Larry W. Wangberg/               
                              -----------------------------------------
                              Larry W. Wangberg
                              Director

Dated:  July 30, 1997         / Douglas L. Shurtleff/            
                              -----------------------------------------
                              Douglas L. Shurtleff
                              Senior Vice-President of Finance and 
                              Chief Financial Officer (Principal Financial 
                                Officer)

                                      - A N D -
Dated:  July 30, 1997         / Zaida A. Klein/                  
                              -----------------------------------------
                              Zaida A. Klein
                              Chief Accounting Officer and Controller
                              (Principal Accounting Officer)
INDEX TO EXHIBITS

NUMBER    DESCRIPTION OF EXHIBIT                                              

4.1            USCS International, Inc. Bonus Deferral Plan 

4.2            U.S. Computer Services Deferred Compensation Plan

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 signature page).