<PAGE>
 
   As filed with the Securities and Exchange Commission on January 22, 1997
                                                       Registration No. 33-_____
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                _______________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                _______________

                          BA MERCHANT SERVICES, INC.
            (Exact name of registrant as specified in its charter)

                 DELAWARE                                94-3252840
       (State or other jurisdiction of               (I.R.S. Employer
       incorporation or organization)               Identification No.)

                           ONE SOUTH VAN NESS AVENUE
                        SAN FRANCISCO, CALIFORNIA 94103
                   (Address of Principal Executive Offices)

                                _______________

             BA MERCHANT SERVICES, INC., LONG TERM INCENTIVE PLAN
                           (Full title of the plans)
                                _______________

                             CHERYL SOROKIN, ESQ.
                                   SECRETARY
                          BA MERCHANT SERVICES, INC.
                             555 CALIFORNIA STREET
                        SAN FRANCISCO, CALIFORNIA 94104
                          TELEPHONE:  (415) 622-2091
           (Name, address and telephone number of agent for service)

                                   Copies to:
<TABLE>
<CAPTION>
 <S>                                              <C>
            Jeffrey R. Lapic, Esq.                  Rodney R. Peck, Esq.
          Assistant General Counsel              Nathaniel M. Cartmell, Esq.
           Bank of America NT & SA                  James C. Olson, Esq.
       555 California Street, 8th Floor        Pillsbury Madison & Sutro LLP
       San Francisco, California 94104             235 Montgomery Street
               (415) 622-2189                 San Francisco, California 94104
                                                      (415) 983-1000
</TABLE>

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
                                                         Proposed maximum          Proposed maximum        
 Title of securities to be        Amount to be          offering price per        aggregate offering       Amount of registration 
        registered                 registered                share(1)                  price(1)                    fee(1)          
---------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                     <C>                       <C>                      <C>  
Class A Common Stock, par
 value $.01 per share           6,000,000 shares            $16.44                    $98,640,000                $29,891      
=================================================================================================================================
</TABLE>
(1) Pursuant to Rule 457(h), the registration fee was computed on the basis of
    the market value of the Class A Common Stock, computed in accordance with
    Rule 457(c) on the basis of the average of the high and low prices per share
    of such stock as reported on the New York Stock Exchange on January 16,
    1997.
<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 the registrant
with the Securities and Exchange Commission pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated by reference
herein and shall be deemed to be a part hereof:

     (a)  the description of the Common Stock of BA Merchant Services, Inc., set
          forth in the Registration Statement on Form 8-A, dated October 25,
          1996.

     All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be part thereof
from the date of filing of such documents.


ITEM 4.   DESCRIPTION OF SECURITIES

     Inapplicable.


ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     Inapplicable.


ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law provides that a
Delaware corporation may indemnify any person against expenses, judgments, fines
and settlements actually and reasonably incurred by any such person in
connection with a threatened, pending or completed action, suit or proceeding to
which such person is a party or is threatened to be made a party by reason of
the fact that he is or was a director, officer, employee or agent of such
corporation, provided, that (i) he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and (ii) with respect to any criminal action or proceeding, he had
no reasonable cause to believe his conduct was unlawful.  If the action or suit
is by or in the right of the corporation, the corporation may indemnify any such
person against expenses actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation for negligence or misconduct in the
performance of his duty to the corporation, unless and only to the extent that
the Delaware Court of Chancery or the court in which the action or suit is
brought determines upon application that, despite the adjudication of liability
but in view of all of the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper.

     As permitted under the Delaware General Corporation Law, the Registrant's
Certificate of Incorporation and Bylaws limit the personal liability of its
directors for violations of their fiduciary duty.

     Under certain circumstances provided in Article VIII of the Registrant's
Bylaws, the Registrant will indemnify any director or officer or any former
director or officer of the Registrant or any other corporation or enterprise (if
serving at the request of the Registrant) against expenses, liability and loss
(including attorneys' fees, 

                                      II-1
<PAGE>
 
judgments, fines, ERISA excise taxes or penalties and amounts to be paid in
settlement) actually incurred or suffered by such person by reason of the fact
that he is or was such director or officer in connection with any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Inapplicable.


ITEM 8.   EXHIBITS

     The parenthetical reference to the exhibit in the description of Exhibits
4.1 and 4.2 below is incorporated by reference from such exhibit to the
indicated report or registration statement of BA Merchant Services, Inc., filed
with the Securities and Exchange Commission.

     4.1   Specimen of Class A Common Stock certificate of BA Merchant Services,
           Inc. (incorporated by reference to Exhibit 4.1 to the Registration
           Statement on Form S-1 of BA Merchant Services, Inc. (Reg. No. 333-
           13985) filed December 9, 1996).

     4.2   BA Merchant Services, Inc., Long-Term Incentive Plan (incorporated by
           reference to Exhibit 10.11 to the Registration Statement on Form S-1
           of BA Merchant Services, Inc. (Reg. No. 333-13985) filed December 9,
           1996).

     5.1   Opinion of Pillsbury Madison & Sutro LLP regarding legality of
           securities being issued.
     23.1  Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).
     23.2  Consent of Ernst & Young LLP.
     24.1  Power of Attorney (see page II-4).


ITEM 9.   UNDERTAKINGS

     (a) 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; (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.

     (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.

     (b) 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 offering therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                      II-2
<PAGE>
 
     (c) 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 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
Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.


                                      II-3
<PAGE>
 
                                   SIGNATURES


     THE REGISTRANT.  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 San Francisco, State of California, on this 21st
day of January, 1997.

                                          BA MERCHANT SERVICES, INC.



                                          By    /s/Sharif M. Bayyari
                                               -------------------------
                                                   Sharif M. Bayyari
                                          President and Chief Executive Officer


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned Directors and Officers
of BA Merchant Services, Inc., a Delaware corporation, hereby constitute and
appoint Sharif M. Bayyari, James H. Williams, Cheryl Sorokin, Jeffrey R. Lapic,
Susan Lau and Benjamin M. Vandegrift, each with full power of substitution and
resubstitution, their true and lawful attorneys and agents to sign the names of
the undersigned Directors and Officers in the capacities indicated below to the
registration statement to which this Power of Attorney is filed as an exhibit,
and all amendments (including post-effective amendments) and supplements
thereto, and all instruments or documents filed as a part thereof or in
connection therewith and any related Rule 462(b) registration statement or
amendment thereto, and to file the same, with all exhibits thereto, and all
other instruments and documents in connection therewith, with the Securities and
Exchange Commission; and each of the undersigned hereby ratifies and confirms
all that said attorneys, agents, or any of them, 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 indicated.



/s/ Sharif M. Bayyari       President, Chief Executive          January 21, 1997
-------------------------   Officer and Director
    Sharif M. Bayyari       (Principal Executive Officer)



/s/ James H. Williams       Executive Vice President, Chief     January 21, 1997
-------------------------   Financial Officer and Treasurer 
    James H. Williams       (Principal Financial Officer and   
                            Principal Accounting Officer)



/s/ Thomas E. Peterson      Chairman of the Board               January 21, 1997
-------------------------   of Directors 
    Thomas E. Peterson

                                      II-4
<PAGE>
 

/S/ Barbara J. Desoer               Director            January 21, 1997
------------------------------
    Barbara J. Desoer

/S/  Donald R. Dixon                Director            January 21, 1997
------------------------------
     Donald R. Dixon

/S/   James G. Jones                Director            January 21, 1997
------------------------------
      James G. Jones

/S/ William E. Fisher               Director            January 21, 1997
------------------------------
    William E. Fisher
                                     II-5
<PAGE>
 
                                 EXHIBIT INDEX

<TABLE> 
<CAPTION> 

EXHIBIT NUMBER                         DOCUMENT DESCRIPTION/*/
--------------                         -----------------------
<C>               <S> 
     4.1          Specimen of Class A Common Stock certificate of BA Merchant
                  Services, Inc. (incorporated by reference to Exhibit 4.1 to
                  the Registration Statement on Form S-1 of BA Merchant
                  Services, Inc. (Reg. No. 333-13985) filed December 9, 1996).

     4.2          BA Merchant Services, Inc., Long Term Incentive Plan
                  (incorporated by reference to Exhibit 10.11 to the
                  Registration Statement on Form S-1 of BA Merchant Services,
                  Inc. (Reg. No. 333-13985) filed December 9, 1996).

     5.1          Opinion of Pillsbury Madison & Sutro LLP regarding legality
                  of securities being issued.

    23.1          Consent of Pillsbury Madison & Sutro LLP (included in
                  Exhibit 5.1).

    23.2          Consent of Ernst & Young LLP.

    24.1          Power of Attorney (see page II-4).
</TABLE> 

-----------
/*/  The parenthetical reference to the exhibit in the description of Exhibits
4.1 and 4.2 is incorporated by reference from such exhibit to the indicated
report or registration statement of BA Merchant Services, Inc., filed with the
Securities and Exchange Commission.
[{"type": "S-8", "sequence": "1", "description": "LONG TERM INCENTIVE PLAN", "secsgml_size_bytes": 17010}]
{"company-data": {"conformed-name": "BA MERCHANT SERVICES INC", "cik": "0001024674", "assigned-sic": "7374", "irs-number": "943252840", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20195", "film-number": "97509201"}, "business-address": {"street1": "ONE SOUTH VAN NESS AVENUE", "city": "SAN FRANCISCO", "state": "CA", "zip": "94103", "phone": "4152413390"}, "mail-address": {"street1": "ONE SOUTH VAN NESS AVENUE", "city": "SAN FRANCISCO", "state": "CA", "zip": "94103"}}
As filed with the Securities and Exchange Commission on January 22, 1997
                                                       Registration No. 33-_____
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                _______________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                _______________

                          BA MERCHANT SERVICES, INC.
            (Exact name of registrant as specified in its charter)

                 DELAWARE                                94-3252840
       (State or other jurisdiction of               (I.R.S. Employer
       incorporation or organization)               Identification No.)

                           ONE SOUTH VAN NESS AVENUE
                        SAN FRANCISCO, CALIFORNIA 94103
                   (Address of Principal Executive Offices)

                                _______________

             BA MERCHANT SERVICES, INC., LONG TERM INCENTIVE PLAN
                           (Full title of the plans)
                                _______________

                             CHERYL SOROKIN, ESQ.
                                   SECRETARY
                          BA MERCHANT SERVICES, INC.
                             555 CALIFORNIA STREET
                        SAN FRANCISCO, CALIFORNIA 94104
                          TELEPHONE:  (415) 622-2091
           (Name, address and telephone number of agent for service)

                                   Copies to:
Jeffrey R. Lapic, Esq.                  Rodney R. Peck, Esq.
          Assistant General Counsel              Nathaniel M. Cartmell, Esq.
           Bank of America NT & SA                  James C. Olson, Esq.
       555 California Street, 8th Floor        Pillsbury Madison & Sutro LLP
       San Francisco, California 94104             235 Montgomery Street
               (415) 622-2189                 San Francisco, California 94104
                                                      (415) 983-1000
CALCULATION OF REGISTRATION FEE
=================================================================================================================================
                                                         Proposed maximum          Proposed maximum        
 Title of securities to be        Amount to be          offering price per        aggregate offering       Amount of registration 
        registered                 registered                share(1)                  price(1)                    fee(1)          
---------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, par
 value $.01 per share           6,000,000 shares            $16.44                    $98,640,000                $29,891      
=================================================================================================================================
(1) Pursuant to Rule 457(h), the registration fee was computed on the basis of
    the market value of the Class A Common Stock, computed in accordance with
    Rule 457(c) on the basis of the average of the high and low prices per share
    of such stock as reported on the New York Stock Exchange on January 16,
    1997.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

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

     (a)  the description of the Common Stock of BA Merchant Services, Inc., set
          forth in the Registration Statement on Form 8-A, dated October 25,
          1996.

     All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be part thereof
from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES

     Inapplicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     Inapplicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law provides that a
Delaware corporation may indemnify any person against expenses, judgments, fines
and settlements actually and reasonably incurred by any such person in
connection with a threatened, pending or completed action, suit or proceeding to
which such person is a party or is threatened to be made a party by reason of
the fact that he is or was a director, officer, employee or agent of such
corporation, provided, that (i) he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and (ii) with respect to any criminal action or proceeding, he had
no reasonable cause to believe his conduct was unlawful.  If the action or suit
is by or in the right of the corporation, the corporation may indemnify any such
person against expenses actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation for negligence or misconduct in the
performance of his duty to the corporation, unless and only to the extent that
the Delaware Court of Chancery or the court in which the action or suit is
brought determines upon application that, despite the adjudication of liability
but in view of all of the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper.

     As permitted under the Delaware General Corporation Law, the Registrant's
Certificate of Incorporation and Bylaws limit the personal liability of its
directors for violations of their fiduciary duty.

     Under certain circumstances provided in Article VIII of the Registrant's
Bylaws, the Registrant will indemnify any director or officer or any former
director or officer of the Registrant or any other corporation or enterprise (if
serving at the request of the Registrant) against expenses, liability and loss
(including attorneys' fees, 

                                      II-1
judgments, fines, ERISA excise taxes or penalties and amounts to be paid in
settlement) actually incurred or suffered by such person by reason of the fact
that he is or was such director or officer in connection with any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Inapplicable.

ITEM 8.   EXHIBITS

     The parenthetical reference to the exhibit in the description of Exhibits
4.1 and 4.2 below is incorporated by reference from such exhibit to the
indicated report or registration statement of BA Merchant Services, Inc., filed
with the Securities and Exchange Commission.

     4.1   Specimen of Class A Common Stock certificate of BA Merchant Services,
           Inc. (incorporated by reference to Exhibit 4.1 to the Registration
           Statement on Form S-1 of BA Merchant Services, Inc. (Reg. No. 333-
           13985) filed December 9, 1996).

     4.2   BA Merchant Services, Inc., Long-Term Incentive Plan (incorporated by
           reference to Exhibit 10.11 to the Registration Statement on Form S-1
           of BA Merchant Services, Inc. (Reg. No. 333-13985) filed December 9,
           1996).

     5.1   Opinion of Pillsbury Madison & Sutro LLP regarding legality of
           securities being issued.
     23.1  Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).
     23.2  Consent of Ernst & Young LLP.
     24.1  Power of Attorney (see page II-4).

ITEM 9.   UNDERTAKINGS

     (a) 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; (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.

     (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.

     (b) 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 offering therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                      II-2
(c) 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 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
Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                      II-3
SIGNATURES

     THE REGISTRANT.  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 San Francisco, State of California, on this 21st
day of January, 1997.

                                          BA MERCHANT SERVICES, INC.

                                          By    /s/Sharif M. Bayyari
                                               -------------------------
                                                   Sharif M. Bayyari
                                          President and Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned Directors and Officers
of BA Merchant Services, Inc., a Delaware corporation, hereby constitute and
appoint Sharif M. Bayyari, James H. Williams, Cheryl Sorokin, Jeffrey R. Lapic,
Susan Lau and Benjamin M. Vandegrift, each with full power of substitution and
resubstitution, their true and lawful attorneys and agents to sign the names of
the undersigned Directors and Officers in the capacities indicated below to the
registration statement to which this Power of Attorney is filed as an exhibit,
and all amendments (including post-effective amendments) and supplements
thereto, and all instruments or documents filed as a part thereof or in
connection therewith and any related Rule 462(b) registration statement or
amendment thereto, and to file the same, with all exhibits thereto, and all
other instruments and documents in connection therewith, with the Securities and
Exchange Commission; and each of the undersigned hereby ratifies and confirms
all that said attorneys, agents, or any of them, 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 indicated.

/s/ Sharif M. Bayyari       President, Chief Executive          January 21, 1997
-------------------------   Officer and Director
    Sharif M. Bayyari       (Principal Executive Officer)

/s/ James H. Williams       Executive Vice President, Chief     January 21, 1997
-------------------------   Financial Officer and Treasurer 
    James H. Williams       (Principal Financial Officer and   
                            Principal Accounting Officer)

/s/ Thomas E. Peterson      Chairman of the Board               January 21, 1997
-------------------------   of Directors 
    Thomas E. Peterson

                                      II-4
/S/ Barbara J. Desoer               Director            January 21, 1997
------------------------------
    Barbara J. Desoer

/S/  Donald R. Dixon                Director            January 21, 1997
------------------------------
     Donald R. Dixon

/S/   James G. Jones                Director            January 21, 1997
------------------------------
      James G. Jones

/S/ William E. Fisher               Director            January 21, 1997
------------------------------
    William E. Fisher
                                     II-5
EXHIBIT INDEX
EXHIBIT NUMBER                         DOCUMENT DESCRIPTION/*/
--------------                         -----------------------
4.1          Specimen of Class A Common Stock certificate of BA Merchant
                  Services, Inc. (incorporated by reference to Exhibit 4.1 to
                  the Registration Statement on Form S-1 of BA Merchant
                  Services, Inc. (Reg. No. 333-13985) filed December 9, 1996).

     4.2          BA Merchant Services, Inc., Long Term Incentive Plan
                  (incorporated by reference to Exhibit 10.11 to the
                  Registration Statement on Form S-1 of BA Merchant Services,
                  Inc. (Reg. No. 333-13985) filed December 9, 1996).

     5.1          Opinion of Pillsbury Madison & Sutro LLP regarding legality
                  of securities being issued.

    23.1          Consent of Pillsbury Madison & Sutro LLP (included in
                  Exhibit 5.1).

    23.2          Consent of Ernst & Young LLP.

    24.1          Power of Attorney (see page II-4).
-----------
/*/  The parenthetical reference to the exhibit in the description of Exhibits
4.1 and 4.2 is incorporated by reference from such exhibit to the indicated
report or registration statement of BA Merchant Services, Inc., filed with the
Securities and Exchange Commission.