<PAGE>

    As Filed with the Securities and Exchange Commission on November 8, 1996
                                                      Registration No. 333-3842

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

                       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)


                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plans)


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

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


                                 With a copy to:

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


<PAGE>


===============================================================================
                        CALCULATION OF REGISTRATION FEE
===============================================================================

                                            Proposed   Proposed
 Title of                                    maximum    maximum
securities                      Amount      offering   aggregate   Amount of
  to be                         to be       price per   offering  registration
registered                    registered    share(1)    price(1)       fee
===============================================================================

Common  Stock, par
value $0.05 and
related Preferred
Stock Purchase Rights
(the ""Rights'')(2). . . .  200,000 Shares   $17.07    $3,414,000   $1,034.55

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

    (1)   Estimated solely for the purpose of calculating the registration fee
          pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of
          1933 based on average of the high and low prices of a share of Common
          Stock of the Company reported for trading on the Nasdaq National
          Market System on November 7, 1996.

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


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

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

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

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

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

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

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

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

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS. 

          Section 145 of the Delaware General Corporation Law authorizes a 
court to award, or a corporation's Board of Directors


                                      II-1


<PAGE>


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.   

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


                                      II-2


<PAGE>


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

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

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

             4.4     Stockholder Rights Plan between the Company and
                     Trustee.*

             4.5     By-laws of the Company.*

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

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

            23.2     Consent of Price Waterhouse LLP.

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

            99.1     Employee Stock Purchase Plan, as amended.

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


                                      II-3


<PAGE>


          The Registrant hereby undertakes that the Registrant has submitted 
the U.S. Computer Services Stock Ownership Plan ("ESOP") and any amendment 
thereto to the Internal Revenue Service ("IRS") in a timely manner and has 
made or will make all changes required by the IRS in order to qualify the 
ESOP.

ITEM 9.   UNDERTAKINGS.

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

               (i)  to include any prospectus required by Section 10(a)(3) of 
the Securities Act of 1933;

               (ii) to reflect in the prospectus any facts or events arising 
after the effective date of the registration statement (or the most recent 
post-effective amendment thereof) which, individually or the aggregate, 
represent a fundamental change in the information set forth in the 
Registration Statement. Notwithstanding the foregoing, any increase or 
decrease in volume of securities offered (if the total dollar value of 
securities offered would not exceed that which was registered) and any 
deviation from the low or high end of the estimated maximum offering range 
may be reflected in the form of prospectus filed with the Commission pursuant 
to Rule 424(b) if, in the aggregate, the changes in volume and price 
represent no more than a 20% change in the maximum aggregate offering price 
set forth in the "Calculation of Registration Fee" table in the effective 
Registration Statement.

               (iii)  to include any material information with respect to the 
plan of distribution not previously disclosed in the registration statement 
or any material change to such information in the registration statement.

PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the 
registration statement is on Form S-3 or Form S-8 and the information 
required to be included in a post-effective amendment by those paragraphs is 
contained in periodic reports filed by the Registrant pursuant to Section 13 
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated 
by reference in the registration statement.

          (b)  The undersigned Registrant hereby undertakes that, for the 
purpose of determining any liability under the Securities Act of 1933, each 
such post-effective amendment shall be deemed to be a new registration 
statement relating to the securities offered therein, and the offering of 
such securities at that time to be the initial bona fide offering.

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


                                      II-4


<PAGE>


          (d)  The undersigned Registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act of 1933, each 
filing of the Registrant's annual report pursuant to Section 13(a) or Section 
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each 
filing of an employee benefit plan's annual report pursuant to Section 15(d) 
of the Securities Exchange Act of 1934) that is incorporated by reference in 
the registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

          (e)  Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the Delaware Corporation 
Law, the First Amended and Restated Certificate of Incorporation of the 
Registrant, the Bylaws of Registrant and the indemnification agreements 
described above in Item 6, Registrant has been advised that in the opinion of 
the Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities (other than 
the payment by Registrant of expenses incurred or paid by a director, officer 
or controlling person of Registrant in the successful defense of any action, 
suit or proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, Registrant will, 
unless in the opinion of its counsel the matter has been settled by 
controlling precedent, submit to a court of appropriate jurisdiction the 
question of whether such indemnification by it is against public policy as 
expressed in the Act and will be governed by the final adjudication of such 
issue.





                                      II-5


<PAGE>


                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in Rancho Cordova, County of Sacramento, State of 
California, on the 8th day of November, 1996.

                                   USCS INTERNATIONAL, INC.


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


                                POWER OF ATTORNEY

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

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


Dated: November 8, 1996           /s/ James C. Castle
                                  -----------------------------------------
                                  James C. Castle
                                  Chief Executive Officer and
                                  Chairman of the Board of Directors
                                  (Principal Executive Officer)


Dated: November 8, 1996            /s/ George L. Argyros, Sr.
                                  -----------------------------------------
                                   George L. Argyros, Sr.
                                   Director


Dated: November 8, 1996            /s/ George M. Crandell, Jr.
                                  -----------------------------------------
                                   George M. Crandell, Jr.
                                   Director



                                      II-6


<PAGE>


Dated: November 8, 1996           /s/ Charles D. Martin
                                  -----------------------------------------
                                  Charles D. Martin
                                  Director


Dated: November 8, 1996           /s/ Michael F. McGrail
                                  -----------------------------------------
                                  Michael F. McGrail
                                  Director


Dated: November 8, 1996           /s/ Larry W. Wangberg
                                  -----------------------------------------
                                  Larry W. Wangberg
                                  Director


Dated: November 8, 1996           /s/ Douglas L. Shurtleff
                                  -----------------------------------------
                                  Douglas L. Shurtleff
                                  Senior Vice-President of Finance
                                  and Chief Financial Officer
                                  (Principal Financial Officer)


Dated: November 8, 1996           /s/ Arthur O. Hawkins
                                  -----------------------------------------
                                  Arthur O. Hawkins
                                  Vice-President and Treasurer
                                  (Principal Accounting Officer)






                                      II-7


<PAGE>


                                INDEX TO EXHIBITS

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

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

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

4.4            Stockholder Rights Plan between the
               Company and Trustee.*

4.5            By-laws of the Company.*

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

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

23.2           Consent of Price Waterhouse LLP.

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

99.1           Employee Stock Purchase Plan.

-------------------
*      Incorporated by reference to Registrant's Registration Statement on
       Form S-1, Registration No. 333-3842, filed pursuant to Section 5 of
       the Securities Act of 1933, as amended.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 21607}]
{"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": "333-15895", "film-number": "96657770"}, "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 November 8, 1996
                                                      Registration No. 333-3842

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

                       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)

                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plans)

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

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

                                 With a copy to:

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

                                            Proposed   Proposed
 Title of                                    maximum    maximum
securities                      Amount      offering   aggregate   Amount of
  to be                         to be       price per   offering  registration
registered                    registered    share(1)    price(1)       fee
===============================================================================

Common  Stock, par
value $0.05 and
related Preferred
Stock Purchase Rights
(the ""Rights'')(2). . . .  200,000 Shares   $17.07    $3,414,000   $1,034.55

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

    (1)   Estimated solely for the purpose of calculating the registration fee
          pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of
          1933 based on average of the high and low prices of a share of Common
          Stock of the Company reported for trading on the Nasdaq National
          Market System on November 7, 1996.

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

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

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

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

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

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

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

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

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

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS. 

          Section 145 of the Delaware General Corporation Law authorizes a 
court to award, or a corporation's Board of Directors

                                      II-1
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.   

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

                                      II-2
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     First Amended and Restated Certificate of Incorporation
                     of the Company dated April 23, 1996.*

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

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

             4.4     Stockholder Rights Plan between the Company and
                     Trustee.*

             4.5     By-laws of the Company.*

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

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

            23.2     Consent of Price Waterhouse LLP.

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

            99.1     Employee Stock Purchase Plan, as amended.

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

                                      II-3
The Registrant hereby undertakes that the Registrant has submitted 
the U.S. Computer Services Stock Ownership Plan ("ESOP") and any amendment 
thereto to the Internal Revenue Service ("IRS") in a timely manner and has 
made or will make all changes required by the IRS in order to qualify the 
ESOP.

ITEM 9.   UNDERTAKINGS.

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

               (i)  to include any prospectus required by Section 10(a)(3) of 
the Securities Act of 1933;

               (ii) to reflect in the prospectus any facts or events arising 
after the effective date of the registration statement (or the most recent 
post-effective amendment thereof) which, individually or the aggregate, 
represent a fundamental change in the information set forth in the 
Registration Statement. Notwithstanding the foregoing, any increase or 
decrease in volume of securities offered (if the total dollar value of 
securities offered would not exceed that which was registered) and any 
deviation from the low or high end of the estimated maximum offering range 
may be reflected in the form of prospectus filed with the Commission pursuant 
to Rule 424(b) if, in the aggregate, the changes in volume and price 
represent no more than a 20% change in the maximum aggregate offering price 
set forth in the "Calculation of Registration Fee" table in the effective 
Registration Statement.

               (iii)  to include any material information with respect to the 
plan of distribution not previously disclosed in the registration statement 
or any material change to such information in the registration statement.

PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the 
registration statement is on Form S-3 or Form S-8 and the information 
required to be included in a post-effective amendment by those paragraphs is 
contained in periodic reports filed by the Registrant pursuant to Section 13 
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated 
by reference in the registration statement.

          (b)  The undersigned Registrant hereby undertakes that, for the 
purpose of determining any liability under the Securities Act of 1933, each 
such post-effective amendment shall be deemed to be a new registration 
statement relating to the securities offered therein, and the offering of 
such securities at that time to be the initial bona fide offering.

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

                                      II-4
(d)  The undersigned Registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act of 1933, each 
filing of the Registrant's annual report pursuant to Section 13(a) or Section 
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each 
filing of an employee benefit plan's annual report pursuant to Section 15(d) 
of the Securities Exchange Act of 1934) that is incorporated by reference in 
the registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

          (e)  Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the Delaware Corporation 
Law, the First Amended and Restated Certificate of Incorporation of the 
Registrant, the Bylaws of Registrant and the indemnification agreements 
described above in Item 6, Registrant has been advised that in the opinion of 
the Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities (other than 
the payment by Registrant of expenses incurred or paid by a director, officer 
or controlling person of Registrant in the successful defense of any action, 
suit or proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, Registrant will, 
unless in the opinion of its counsel the matter has been settled by 
controlling precedent, submit to a court of appropriate jurisdiction the 
question of whether such indemnification by it is against public policy as 
expressed in the Act and will be governed by the final adjudication of such 
issue.

                                      II-5
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in Rancho Cordova, County of Sacramento, State of 
California, on the 8th day of November, 1996.

                                   USCS INTERNATIONAL, INC.

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

                                POWER OF ATTORNEY

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

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

Dated: November 8, 1996           /s/ James C. Castle
                                  -----------------------------------------
                                  James C. Castle
                                  Chief Executive Officer and
                                  Chairman of the Board of Directors
                                  (Principal Executive Officer)

Dated: November 8, 1996            /s/ George L. Argyros, Sr.
                                  -----------------------------------------
                                   George L. Argyros, Sr.
                                   Director

Dated: November 8, 1996            /s/ George M. Crandell, Jr.
                                  -----------------------------------------
                                   George M. Crandell, Jr.
                                   Director

                                      II-6
Dated: November 8, 1996           /s/ Charles D. Martin
                                  -----------------------------------------
                                  Charles D. Martin
                                  Director

Dated: November 8, 1996           /s/ Michael F. McGrail
                                  -----------------------------------------
                                  Michael F. McGrail
                                  Director

Dated: November 8, 1996           /s/ Larry W. Wangberg
                                  -----------------------------------------
                                  Larry W. Wangberg
                                  Director

Dated: November 8, 1996           /s/ Douglas L. Shurtleff
                                  -----------------------------------------
                                  Douglas L. Shurtleff
                                  Senior Vice-President of Finance
                                  and Chief Financial Officer
                                  (Principal Financial Officer)

Dated: November 8, 1996           /s/ Arthur O. Hawkins
                                  -----------------------------------------
                                  Arthur O. Hawkins
                                  Vice-President and Treasurer
                                  (Principal Accounting Officer)

                                      II-7
INDEX TO EXHIBITS

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

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

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

4.4            Stockholder Rights Plan between the
               Company and Trustee.*

4.5            By-laws of the Company.*

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

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

23.2           Consent of Price Waterhouse LLP.

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

99.1           Employee Stock Purchase Plan.

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