-20-
                                
BOS-BUS:22616.1
                                             Registration No. 33-
                                
 As filed with the Securities and Exchange Commission on July 5,
                              1995

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549

                            FORM S-8

                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933
                                
                        CONCORD EFS, INC.
       (Exact name of issuer as specified in its charter)

           Delaware
                04-2462552
(State or other jurisdiction
(I.R.S. Employer
or incorporation or organization)
Identification No.)

2525 Horizon Lake Drive, Suite 120, Memphis, Tennessee              38133
(Address of Principal Executive Offices)                           (Zip Code)


       CONCORD EFS, INC. 1993 INCENTIVE STOCK OPTION PLAN
                    (Full title of the plan)
                                
     Thomas R. Renfro              Copy to:       Richard M.
Harter, Esq.
     Senior Vice President                        Bingham, Dana &
Gould
     2525 Horizon Lake Drive, Suite 120           150 Federal
Street
     Memphis, TN  38133                      Boston, MA  02110

             (Name and address of agent for service)

     (901) 371-8000                          (617) 951-8000
  (Telephone number, including area code, of agent for service)

                                
                                
                 CALCULATION OF REGISTRATION FEE
                                
  Title of     Amount      Proposed        Proposed     Amount of
 Each Class     to be       Maximum         Maximum     Registrat
     of       Register  Offering Price     Aggregate     ion Fee
 Securities      ed        Per Share    Offering Price
   to be
 Registered
   Common                                                    
   Stock,     4,050,000     $24.13        $97,726,500   $33,698.79
$.33-1/3 par                                               
 value per
   share

      (1)   This estimate is made pursuant to Rule 457(h) of  the
Securities Act of 1933 solely for the purpose of determining  the
registration  fee.   It  is not known how  many  shares  will  be
purchased  under the Company's 1993 Incentive Stock  Option  Plan
(the "Plan") or at what price such shares will be purchased.  The
calculation of the Proposed maximum aggregate offering  price  is
based on the aggregate number of shares available for grant under
the  Plan, at a purchase price of $24.13 per share, which is  the
average  of  the  high and low prices of the Registrant's  Common
Stock as listed on the Nasdaq National Market System on June  27,
1995.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3:   Incorporation of Documents by Reference

       The  following documents are incorporated by reference  in
this Registration Statement:

      (a) the undersigned Registrant's Annual Report on Form 10-K
for  the  fiscal  year ended December 31, 1994; (b)  any  reports
filed by the Registrant pursuant to Section 13(a) or 15(d) of the
Securities  Exchange Act of l934 (the "Exchange Act")  since  the
end  of  the  fiscal year ended December 31, l994;  and  (c)  the
description  of  the  Registrant's Common Stock  contained  in  a
Registration Statement filed under the Exchange Act on  September
4,  1985  including any amendment or report filed for the purpose
of updating such description.

      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 that indicates  that
all  securities  offered have been sold or that  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed   to   be
incorporated by reference in this Registration Statement  and  to
be 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  validity of the shares of Common Stock offered hereby
have  been passed upon for the Company by Bingham, Dana &  Gould,
150  Federal  Street, Boston, Massachusetts  02110.   Richard  M.
Harter,  a  partner of Bingham, Dana & Gould, is a  Director  and
Secretary of the Company.


Item 6:   Indemnification of Directors and Officers

      Section 145 of the Delaware General Corporation Law permits
indemnification   of   officers  and  directors   under   certain
conditions.   Article  SEVENTH of the  Company's  Certificate  of
Incorporation provides that no director of the Company  shall  be
liable  for  monetary damages for breach of fiduciary duty,  with
certain  exceptions.  Article VII of the By-Laws of  the  Company
provides  for indemnification of officers and directors,  subject
to certain limitations.

       The  Company  also  maintains an  insurance  policy  which
insures  directors  and officers of the Company  against  certain
liabilities  which  might  be incurred  in  connection  with  the
performance of their duties.

Item 7:   Exemption From Registration Claimed

      Not applicable.


Item 8:   Exhibits

        The   following  exhibits  are  filed  as  part  of  this
Registration Statement:

      (5)      Opinion and Consent of Bingham, Dana & Gould.

      (23)(A)  Consent  of Bingham, Dana & Gould  (included  in
Exhibit 5).

      (23)(B)  Consent of Ernst & Young LLP

      (24)     Power of Attorney (included at page 5)

      (99)(A)  Concord EFS, Inc. 1993 Incentive  Stock
               Option Plan.

      (99)(B)  Form of Stock Option Agreement under the
               Registrant's 1993 Incentive Stock Option Plan.


Item 9:   Undertakings

      The undersigned Registrant hereby undertakes:

          (1)   To  file,  during any period in which  offers  or
      sales  are being made, a post-effective amendment  to  this
      Registration Statement to include any material  information
      with  respect  to the plan of distribution  not  previously
      disclosed  in  this Registration Statement or any  material
      change to such information in this 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
      that remain unsold at the termination of the offering;

          (4)   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
      15(d)  of  the  Securities Exchange Act  of  1934  that  is
      incorporated  by  reference in this 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; and

          (5)  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.

                           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 Memphis, State of Tennessee, on the 5th day of July,
1995.

                                   CONCORD EFS, INC.


                                   By: /s/ Dan M. Palmer
                                        Dan M. Palmer, CEO



                        POWER OF ATTORNEY

      We,  the undersigned officers and Directors of Concord EFS,
Inc.,  hereby severally constitute and appoint Thomas  R.  Renfro
and  Richard  M.  Harter and each of them singly,  our  true  and
lawful  attorneys  with  full power to them,  and  each  of  them
singly,  to  sign  for  us  and in our names  in  the  capacities
indicated  below,  this  Registration  Statement  on   Form   S-8
(together with any exhibits thereto) filed herewith and  any  and
all   pre-effective   and  post-effective  amendments   to   said
Registration  Statement, and generally to do all such  things  in
our  names  and on our behalf in our capacities as  officers  and
Directors  to  enable  Concord  EFS,  Inc.  to  comply  with  the
provisions  of  the Securities Act of 1933, as amended,  and  all
requirements of the Securities and Exchange Commission in respect
thereof, hereby ratifying and confirming our signatures  as  they
may  be  signed  by our said attorneys or any of  them,  to  said
Registration Statement and any and all amendments (together  with
exhibits thereto) thereto.

      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.

Signature                      Title                    Date


 /s/ Dan M. Palmer       Chief  Executive Officer      July 5, 1995
Dan M. Palmer            (Principal Executive
                         Officer); Chairman of
                         the Board of Directors

 /s/ Thomas R. Renfro    Senior VicePresident and      July 5, 1995
Thomas R. Renfro         Chief Financial Officer
                         (Principal Financial and
                         Accounting Officer); Director

 /s/ David C. Anderson        Director            July 5, 1995
David C. Anderson


 /s/ J. Richard Buchignani    Director            July 5, 1995
J. Richard Buchignani, Esq.


 /s/ Richard M. Harter        Director            July 5, 1995
Richard M. Harter, Esq.


 /s/ Joyce Kelso              Director            July 5, 1995
Joyce Kelso


 /s/ Edward A. Labry III President and Chief Marketing July 5, 1995
Edward A. Labry III      Officer (Principal Marketing
                         Officer); Director


 /s/ Jerry D. Mooney          Director            July 5, 1995
Jerry D. Mooney


 /s/ Paul L. Whittington      Director            July 5, 1995
Paul L. Whittington
                          Exhibit Index


Exhibit No.         Description of Documents               Page
No.*


     5         Opinion of Bingham, Dana & Gould             8

     23(A)     Consent of Bingham, Dana & Gould
               (included in its opinion filed
               as Exhibit 5)

     23(B)     Consent of Ernst & Young LLP                 9

     24        Power of Attorney (included at page 5)

     99(A)     Registrant's 1993 Incentive Stock Option
               Plan.                                        12

     99(B)     Form of Stock Option Agreement
               under the Registrant's 1993 Incentive
               Stock Option Plan.                           19







*  Refers to page number in sequentially numbered copy.


                                                        Exhibit 5








                          July 5, 1995



Concord EFS, Inc.
2525 Horizon Lake Drive
Suite 120
Memphis, TN  38133

     Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

       This   opinion  is  furnished  in  connection   with   the
registration, pursuant to a Registration Statement  on  Form  S-8
under  the Securities Act of 1933, as amended (the "Act"), to  be
filed with the Securities and Exchange Commission on July 5, 1995
(the   "Registration  Statement"),  of  4,050,000   shares   (the
"Shares")  of  common stock, par value $.33-1/3  per  share  (the
"Common  Stock"),  of  Concord EFS, Inc., a Delaware  corporation
(the  "Company"),  which  are or will be issuable  to  employees,
directors,  consultants  and advisors of  the  Company  upon  the
exercise  of  options  granted pursuant  to  the  Company's  1993
Incentive Stock Option Plan (the "Plan").

      We  have acted as counsel to the Company in connection with
the  foregoing registration of the Shares.  We have examined  and
relied  upon  originals  or copies of such records,  instruments,
certificates,  memoranda and other documents as  we  have  deemed
necessary  or  advisable for purposes of this  opinion  and  have
assumed,  without  independent inquiry,  the  accuracy  of  those
documents.   In that examination, we have assumed the genuineness
of  all  signatures,  the  conformity to  the  originals  of  all
documents  reviewed  by  us  as  copies,  the  authenticity   and
completeness of all original documents reviewed by us in original
or  copy  form  and  the  legal  competence  of  each  individual
executing  such  documents.  We have  further  assumed  that  all
options  granted or to be granted pursuant to the  Plan  were  or
will  be validly granted in accordance with the terms of the Plan
and  that  all Shares to be issued upon exercise of such  options
will be issued in accordance with such options and the Plan.

      The  opinion  is  limited solely to  the  Delaware  General
Corporation Law as applied by courts located in Delaware.

      Based  upon  and subject to the foregoing, we  are  of  the
opinion  that,  upon the issuance and delivery of the  Shares  in
accordance  with  the terms of such options  and  the  Plan,  the
Shares  will  be  legally issued, fully paid  and  non-assessable
shares of the Company's Common Stock.

      We  consent to the filing of a copy of this opinion  as  an
exhibit to the Registration Statement.

                                   Very truly yours,

                                   /s/ BINGHAM, DANA & GOULD

                                   BINGHAM, DANA & GOULD


            

         Exhibit 23(B) - Consent of Independent Auditors
                                


We consent to the reference to our firm under the caption
"Experts" in the Registration Statement Form S-8 pertaining to
the Concord EFS, Inc. 1993 Incentive Stock Option Plan and to the
incorporation by reference therein of our report dated January
26, 1995, with respect to the consolidated financial statements
of Concord EFS, Inc. included in its Annual Report (Form 10-K)
for the year ended December 31, 1994, filed with the Securities
and Exchange Commission.


                                             /s/ Ernst & Young
LLP


Memphis, Tennessee
July 5, 1995

                                
                                                    Exhibit 99(A)
                                
                                
                        CONCORD EFS, INC.
                1993 INCENTIVE STOCK OPTION PLAN


      1.    Definitions.   As used in this 1993  Incentive  Stock
Option Plan of Concord EFS, Inc., the following terms shall  have
the following meanings:

           1.1  Awarded  Options  means all  options  other  than
     Formula Options.
     
          1.2 Change in Corporate Control means the date on which
     any individual, corporation, partnership or other person  or
     entity (together with its "Affiliates" and "Associates,"  as
     defined in Rule 12b-2 under the Securities Exchange  Act  of
     1934)  "beneficially owns" (as defined in Rule  13d-3  under
     the Securities Exchange Act of 1934) in the aggregate 20% or
     more  of  the  outstanding shares of capital  stock  of  the
     Company  entitled  to  vote generally  in  the  election  of
     directors of the Company.

           1.3  Code means the Internal Revenue Code of 1986,  as
     amended.

           1.4 Committee means the Compensation Committee of  the
     Company's  Board  of  Directors, consisting  exclusively  of
     directors  who at the relevant time are "outside  directors"
     within the meaning of 162(m) of the Code.

           1.5  Company  means  Concord  EFS,  Inc.,  a  Delaware
     corporation.

           1.6  Fair Market Value means the value of a  share  of
     Stock of the Company on any date as determined by the Board.

           1.7 Formula Grant means a grant of options pursuant to
     Section 11.
     
          1.8 Formula Grant Date shall have the meaning specified
     in Section 11.
     
           1.9 Formula Options means options granted pursuant  to
     Section 11.
     
           1.10      Grant Date means the date on which an Option
     is granted, as specified in Section 7.

           1.11      Major Shareholder means a person who, within
     the  meaning of Section 422(b)(6) of the Code, is deemed  to
     own  stock  possessing more than 10% of the  total  combined
     voting  power of all classes of stock of the Company (or  of
     its parent or subsidiary corporations).

           1.12      Option means an option to purchase shares of
     the Stock granted under the Plan.

           1.13       Option Agreement means an agreement between
     the  Company  and an Optionee, setting forth the  terms  and
     conditions of an Option.

           1.14      Option Period means the period from the date
     of  the  grant  of  an Option to the date  when  the  Option
     expires as stated in the terms of the Option Agreement.
     
           1.15       Option  Price means the price  paid  by  an
     Optionee for an Option under this Plan.

           1.16      Option Share means any share of Stock of the
     Company  transferred  to an Optionee  upon  exercise  of  an
     Option pursuant to this Plan.

           1.17       Optionee means a person eligible to receive
     an Option, as provided in Section 6, to whom an Option shall
     have been granted under the Plan.

           1.18       Plan means this 1993 Incentive Stock Option
     Plan of the Company.

            1.19        Related   Corporation  means   a   Parent
     Corporation or a Subsidiary Corporation, each as defined  in
     Section 424 of the Code.

          1.20      Stock means common stock, $.33 1/3 par value,
     of the Company
     
           1.21       Vested Shares, as of any date, means  those
     shares  of  stock  available at that date  for  purchase  by
     exercise of a Formula Option pursuant to Section 11.
     
      2.    Purpose.   This 1993 Incentive Stock Option  Plan  is
intended to encourage ownership of the Stock by key employees and
directors  of  the  Company and its Related Corporations  and  to
provide  additional incentive for them to promote the success  of
the  Company's business.  The Plan is intended to be an incentive
stock option plan within the meaning of Section 422 of the Code.

      3.    Term  of  the Plan.  Options under the  Plan  may  be
granted not later than February 16, 2003.

     4.   Stock Subject to the Plan.  At no time shall the number
of shares of the Stock then outstanding which are attributable to
the  exercise of Options granted under the Plan, plus the  number
of  shares  then  issuable upon exercise of  outstanding  options
granted under the Plan exceed 1,800,000 shares, subject, however,
to the provisions of Section 16 of the Plan.  Shares to be issued
upon the exercise of Options granted under the Plan may be either
authorized  but unissued shares or shares held by the Company  in
its treasury.  If any Option expires or terminates for any reason
without  having been exercised in full, the shares not  purchased
thereunder shall again be available for Options thereafter to  be
granted.

      5.   Administration.  The Plan shall be administered by the
Committee.   Subject  to the provisions of the  Plan  (including,
without  limitation, the provisions of Sections 11 and  20),  the
Committee  shall have complete authority, in its  discretion,  to
make  the  following determinations with respect to each  Awarded
Option  to  be granted by the Company:  (a) the key  employee  to
receive  the Awarded Option; (b) the time of granting the Awarded
Option; (c) the number of shares subject thereto; (d) the  Option
Price; and (e) the Option period.  In making such determinations,
the  Committee may take into account the nature of  the  services
rendered by the respective employees, their present and potential
contributions to the success of the Company and its subsidiaries,
and  such other factors as the Committee in its discretion  shall
deem  relevant.   Subject  to the provisions  of  the  Plan,  the
Committee  shall  also have complete authority to  interpret  the
Plan,  to  prescribe,  amend and rescind  rules  and  regulations
relating  to  it,  to determine the terms and provisions  of  the
respective Option Agreements (which need not be identical)  other
than Option Agreements for Formula Options, and to make all other
determinations  necessary or advisable for the administration  of
the Plan.  The Committee's determinations on the matters referred
to in this Section 5 shall be conclusive.

      6.   Eligibility.  An Awarded Option may be granted only to
a   key  employee  of  one  or  more  of  the  Company  and   its
subsidiaries.  A director of one or more of the Company  and  its
subsidiaries who is not also an employee of one or  more  of  the
Company  and  its subsidiaries shall not be eligible  to  receive
Awarded  Options  but shall receive Formula Options  pursuant  to
Section 11.  A Major Shareholder shall be eligible to receive  an
Awarded Option only if the Option Price is at least 110%  of  the
Fair  Market  Value  on the Grant Date and only  if  the  Awarded
Option  expires, to the extent not theretofore exercised, on  the
fifth anniversary of the Grant Date.

      7.   Time of Granting Awarded Options.  The granting of  an
Awarded  Option  shall take place at the time  specified  by  the
Committee.  Only if expressly so provided by the Committee, shall
the  Grant  Date  be the date on which an Option Agreement  shall
have  been  duly  executed and delivered by the Company  and  the
Optionee.


      8.    Awarded  Option Price.  The Option Price  under  each
Awarded  Option shall be not  less than 100% of the  Fair  Market
Value of the Stock on the Grant Date except that the Option Price
under  an Awarded Option granted to a Major Shareholder  must  be
not less than 110% of the Fair Market Value.

      9.    Awarded  Option  Period.  No Awarded  Option  may  be
exercised later than the tenth anniversary of the Grant Date,  or
for  an Awarded Option granted to a Major Shareholder, the  fifth
anniversary  of  the Grant Date.  An Awarded  Option  may  become
exercisable  in  such installments, cumulative or non-cumulative,
as the Committee may determine.

     10.  Maximum Size of Awarded Option as Incentive Option.  To
the  extent  that the aggregate Fair Market Value  of  Stock  for
which  an  Awarded Option becomes exercisable by an Optionee  for
the first time in any calendar year exceeds $100,000, the Awarded
Option  shall  be treated as a nonstatutory option,  and  not  an
incentive option under Section 422 of the Code.  For purposes  of
this  Section 10, all Awarded Options granted to an  Optionee  by
the  Company shall be considered in the order in which they  were
granted, and the Fair Market Value shall be determined as of  the
Grant Dates.

     11.  Formula Grants of Options to Certain Directors.

            (a)    Directors  Elected  or  Re-Elected  at  Annual
Stockholders  Meeting, Special Meeting in Lieu of Annual  Meeting
or  at  Other Times.  Commencing in 1994, each individual who  is
not,  immediately prior to his or her election or re-election  to
the  Board  of  Directors, either an officer or employee  of  the
Company  or any subsidiary of the Company, and who is elected  or
re-elected to the Board of Directors during the term of the  Plan
(whether elected at an annual or special stockholders' meeting or
by  action  of the Board of Directors) shall be granted,  on  the
date  of  such meeting or other appointment (as used in  or  with
reference  to  this  Section 11(a), a "Formula  Grant  Date"),  a
nonstatutory Stock Option to purchase the number of whole  shares
of  Stock (without any fraction) obtained by dividing $10,000  by
the Fair Market Value on the Formula Grant Date.

           (b)   Terms  of Formula Options.  Each Formula  Option
granted  to an Optionee under this Section 18 shall (i)  have  an
exercise  price  equal to 100% of the Fair Market  Value  of  the
Stock  on  the  applicable Formula Grant Date,  and  (ii)  become
exercisable  for Vested Shares on the second anniversary  of  the
Formula  Grant  Date if the Optionee remains a  director  of  the
Company on that date.  No Formula Option granted pursuant to this
Section  11  is intended to qualify as an incentive stock  option
within  the  meaning  of Section 422 of the  Code.   The  Formula
Grants  shall  be  evidenced by Option  Agreements.   The  Option
Agreements shall contain provisions consistent with this  Section
11  and shall contain identical terms and conditions, except  (i)
as  otherwise  required  by this Section  11  and  (ii)  for  any
restrictions imposed with respect to Formula Grants granted prior
to the receipt of any stockholders' approval required pursuant to
Rule  16b-3(b)  under the Securities Exchange  Act  of  1934,  as
amended.

           (c)  Option Period.  The Option Period for any Formula
Option  granted pursuant to this Section 11 shall  be  ten  years
from the date of grant.

     12.  Exercise of Option.  An Option may be exercised only by
giving  written  notice,  in the manner provided  in  Section  21
hereof, specifying the number of shares as to which the Option is
being  exercised, accompanied by full payment for such shares  in
the  form  of  check or bank draft payable to the  order  of  the
Company  or shares of the Stock with a current Fair Market  Value
equal to the Option Price of the shares to be purchased.  Receipt
by  the  Company of such notice and payment shall constitute  the
exercise  of  the  Option  or a part  thereof.   Within  20  days
thereafter, the Company shall deliver or cause to be delivered to
the  Optionee  a certificate or certificates for  the  number  of
shares  then being purchased by him.  Such shares shall be  fully
paid  and nonassessable.  If any law or applicable regulation  of
the Securities and Exchange Commission or other public regulatory
authority  shall require the Company or the Optionee to  register
or  qualify  under the Securities Act of 1933,  as  amended,  any
similar federal statute then in force or any state law regulating
the  sale of securities, any Option Shares with respect to  which
notice  of  intent to exercise shall have been delivered  to  the
Company  or  to  take  any other action in connection  with  such
shares, the delivery of the certificate or certificates for  such
shares  shall  be  postponed until completion  of  the  necessary
action,  which the Company shall take in good faith  and  without
delay.  All such action shall be taken by the Company at its  own
expense.  Upon each exercise of the Option, the Optionee  may  be
required to give a representation in form satisfactory to counsel
for  the  Company  that he or she is acquiring  shares  purchased
pursuant to such exercise for investment and not with a  view  to
distribution  and  that he or she will make no transfers  of  the
shares  in  violation of the Securities Act of 1933, as  amended,
and  the  regulations  of the Securities and Exchange  Commission
thereunder.  The Company may, at its discretion, make a  notation
on  any certificate delivered upon exercise of the Option to  the
effect that the shares represented by the certificate may not  be
transferred except after receipt by the Company of an opinion  of
counsel satisfactory to it to the effect that such transfer  will
not  violate  such Act and such regulations, and may issue  "stop
transfer" instructions to its transfer agent, if any, and make  a
"stop   transfer"   notation  on  its  books,   as   appropriate.
Notwithstanding  the  foregoing,  the  Company  may  release  the
Optionee from the investment representation if the shares of  the
Stock  subject  to  the  Option have  been  registered  with  the
Securities and Exchange Commission under such Act.

      13.  Notice of Disposition of Stock Prior to Expiration  of
Specified  Holding  Period.  The Company  may  require  that  the
person exercising an Option give a written representation to  the
Company,  satisfactory in form and substance to its  counsel  and
upon  which the Company may reasonably rely, that he or she  will
report  to  the Company any disposition of shares purchased  upon
exercise prior to the expiration of the holding periods specified
by  Section 422(a)(1) of the Code.  If and to the extent that the
disposition  imposes upon the Company federal,  state,  local  or
other  withholding tax requirements, or any such  withholding  is
required  to  secure for the Company an otherwise  available  tax
deduction, the Company shall have the right to require  that  the
person  making  the  disposition remit to the Company  an  amount
sufficient to satisfy those requirements.

      14.   Transferability  of Options.   Awarded  Options  and,
unless  otherwise  provided in all of the Option  Agreements  for
Formula  Options,  Formula  Options shall  not  be  transferable,
otherwise  than by will or the laws of descent and  distribution,
and  may be exercised during the life of the Optionee only by the
Optionee.

      15.  Termination of Employment or Service.  With respect to
Awarded  Options, in the event that the Optionee's employment  is
terminated  for  any reason other than death  or  the  Optionee's
employer  is no longer the Company or a Related Corporation,  the
Awarded Option, to the extent exercisable at termination, may  be
exercised  by the Optionee at any time within three months  after
termination   unless  terminated  earlier  by  its   terms.    If
termination  results from the death of the Optionee, the  Awarded
Option,  to the extent exercisable at the date of death,  may  be
exercised by the person to whom the Awarded Option is transferred
by  will  or the applicable laws of descent and distribution,  at
any  time  within  one  year  after the  date  of  death,  unless
terminated  earlier by its terms.  Military or sick  leave  shall
not  be deemed a termination of employment provided that it  does
not  exceed the longer of 90 days or the period during which  the
absent  employee's re-employment rights are guaranteed by statute
or  by  contract.  With respect to Formula Options, in the  event
that  the  Optionee's service is terminated for any  reason,  the
Formula Option, to the extent exercisable at termination, may  be
exercised at any time within five years after the termination  of
service, unless terminated earlier by its terms.

      16.   Adjustment of Number of Option Shares.   Each  Option
Agreement  shall provide that in the event of any stock  dividend
payable in the Stock or any split-up or contraction in the number
of  shares of the Stock occurring after the date of the Agreement
and  prior  to the exercise in full of the Option, the number  of
shares   subject  to  such  Agreement  shall  be  proportionately
adjusted and the price to be paid for each share subject  to  the
Option  shall  be proportionately adjusted.  Each such  Agreement
shall also provide that in case of any reclassification or change
of   outstanding  shares  of  the  Stock  or  in  case   of   any
consolidation  or  merger of the Company  with  or  into  another
company  or  in  the  case of any sale or conveyance  to  another
company  or entity of the property of the Company as a  whole  or
substantially  as  a whole, shares of Stock or  other  securities
shall  be delivered equivalent in kind and value to those  shares
or other securities an Optionee would have received if the Option
had  been  exercised  in  full prior  to  such  reclassification,
change,  consolidation,  merger,  sale  or  conveyance   and   no
disposition  had  subsequently been made.  Each  Agreement  shall
further  provide  that  upon dissolution or  liquidation  of  the
Company, the Option shall terminate, but the Optionee (if at  the
time  in  the  employ of the Company or any of its  subsidiaries)
shall  have  the right, immediately prior to such dissolution  or
liquidation, to exercise the Option to the extent not theretofore
exercised.   No  fraction  of a share  shall  be  purchasable  or
deliverable  upon  exercise,  but in  the  event  any  adjustment
hereunder  of  the number of shares covered by the  Option  shall
cause such number to include a fraction of a share, such fraction
shall  be adjusted to the nearest smaller whole number of shares.
In the event of changes in the outstanding Stock by reason of any
stock  dividend,  split-up,  contraction,  reclassification,   or
change   of  outstanding  shares  of  the  Stock  of  the  nature
contemplated  by  this Section 15, the number of  shares  of  the
Stock  available for the purpose of the Plan as stated in Section
4 shall be correspondingly adjusted.

      17.   Change  in  Corporate  Control.   Upon  a  Change  in
Corporate  Control,  each  outstanding Option  shall  immediately
become fully exercisable, and a registration statement under  the
Securities  Act  of  1933, as amended,  with  respect  to  shares
covered by all outstanding Options, whether to be issued  by  the
Company  or  by any successor corporation, shall be effective  at
all  times  during  which the Options may be  exercised  and,  to
facilitate  resale of the shares, during the twelve months  after
the last exercise of the Options.

      18.   Reservation of Stock.  The Company shall at all times
during  the  term of the Option reserve and keep  available  such
number  of  shares of the Stock as will be sufficient to  satisfy
the requirements of this Plan and shall pay all fees and expenses
necessarily incurred by the Company in connection therewith.

      19.   Limitation  of  Rights in  the  Option  Shares.   The
Optionee  shall not be deemed for any purpose to be a stockholder
of the Company with respect to any of the Option Shares except to
the extent that the Option shall have been exercised with respect
thereto  and, in addition, a certificate shall have  been  issued
therefor and delivered to the Optionee.

      20.   Termination and Amendment of the Plan.  The Committee
may  at any time terminate the Plan or make such amendment to the
Plan  as  it  shall  deem  advisable, provided  that,  except  as
provided  in  Section  15, the Committee  may  not,  without  the
approval  by the holders of a majority of the Stock,  change  the
classes  of  persons  eligible to receive Options,  increase  the
maximum  number of shares available for option under the Plan  or
extend  the  period  during  which  Options  may  be  granted  or
exercised.  Notwithstanding the preceding sentence, the provision
of  Sections  1,  5  and  6, insofar as they  relate  to  Formula
Options, and Section 11 shall not be amended more often than once
every six months, other than to comport with changes in the  Code
and  regulations thereunder.  No termination or amendment of  the
Plan  may, without the consent of the Optionee to whom any Option
shall  theretofore have been granted, adversely affect the rights
of such Optionee under such Option.

      21.   Notices.   Any  communication or notice  required  or
permitted  to  be given under the Plan shall be in  writing,  and
mailed  by registered or certified mail or delivered in hand,  if
to  the  Company,  to its Treasurer at Concord  EFS,  Inc.,  2525
Horizon  Lake Drive, Suite 120, Memphis, Tennessee 38133 and,  if
to  the Optionee, to the address as the Optionee shall last  have
furnished to the communicating party.

                                                    Exhibit 99(A)


                        CONCORD EFS, INC.
                 DIRECTOR STOCK OPTION AGREEMENT



      AGREEMENT  dated                   , between  Concord  EFS,
Inc.,    a    Delaware   corporation   (the    "Company"),    and
(the "Optionee").

      1.    Optioned Shares.  Subject to the terms and conditions
set  forth  herein, the Company grants to the Optionee an  option
(the "Option") to purchase from the Company all or any part of  a
total  of  459  shares (the "Optioned Shares") of  the  Company's
Common Stock, $.33 1/3 par value (the "Common Stock").

      2.    Price.  The price to be paid for the Optioned  Shares
shall  be  $21.75  per share, which was 100% of the  fair  market
value of the Common Stock on May 12, 1994 (the "Grant Date").

      3.   Character of Option.  This Option shall not be treated
as  an "incentive stock option" within the meaning of Section 422
of the Internal revenue Code of 1986, as amended.

      4.   Termination of Option.  The Option shall terminate  on
May 12, 2004.

      5.    Exercise of Option.  All of the Optioned Shares shall
become purchasable under the Option on May 12, 1996, but only  if
the Optionee remains a director of the Company at that date.

     The Option may be exercised by giving written notice, in the
manner  provided in paragraph 11, specifying the number of shares
as  to  which the Option is being exercised, accompanied by  full
payment  for  such  shares in the form of  check  or  bank  draft
payable  to  the order of the Company or shares of  Common  Stock
with a current fair market value equal to the option price of the
shares  to  be purchased.  Receipt by the Company of such  notice
and payment shall constitute the exercise of the Option or a part
thereof.  Within 20 days thereafter, the Company shall deliver or
cause   to  be  delivered  to  the  Optionee  a  certificate   or
certificates for the number of shares then being purchased by him
or  her.  Such shares shall be fully paid and nonassessable.   If
any  law  or applicable regulation of the Securities and Exchange
Commission or other public regulatory authority shall require the
Company  or  the  Optionee  to  register  or  qualify  under  the
Securities  Act of 1933, as amended, any similar federal  statute
then in force or any state law regulating the sale of securities,
any  Optioned  Shares with respect to which notice of  intent  to
exercise shall have been delivered to the Company or to take  any
other action in connection with such shares, the delivery of  the
certificate  or certificates for such shares shall  be  postponed
until completion of the necessary action, which the Company shall
take  in good faith and without any delay.  All such action shall
be taken by the Company at its own expense.

      6.    Restriction Against Transfer of Option.   During  the
lifetime of the Optionee, the Option may be exercised only by the
Optionee.   Except  by  will  or  by  the  laws  of  descent  and
distribution, the Option and all rights granted hereunder may not
be  transferred, assigned, pledged, or hypothecated  (whether  by
operation  of  law  or otherwise) and shall  not  be  subject  to
execution, attachment, or similar process.

      7.    Capital Changes.  In the event of any stock  dividend
payable in the Common Stock or any split-up or contraction in the
number of shares of the Common Stock occurring after the date  of
this  agreement and prior to the exercise in full of the  Option,
the  number  of  shares for which the Option  may  thereafter  be
exercised shall be proportionately adjusted and the price  to  be
paid  for  each Optioned Share shall be proportionately adjusted.
In  case of any reclassification or change of outstanding  shares
of  the Common Stock or in case of any consolidation or merger of
the  Company with or into another company or in case of any  sale
or conveyance to another company or entity of the property of the
Company  as  a  whole or substantially as a whole,  the  Optionee
shall, upon exercise of the Option, be entitled to receive shares
of stock or other securities equivalent in kind and value to what
he  or  she  would have received if he or she had  exercised  the
Option  in  full  immediately  prior  to  such  reclassification,
change,  consolidation,  merger,  sale  or  conveyance  and   had
continued  to hold the Optioned Shares (together with  all  other
shares,   stock  and  securities  thereafter  issued  in  respect
thereof)  to  the  time  of the exercise  of  the  Option.   Upon
dissolution  or  liquidation of the  Company,  the  Option  shall
terminate;  but  the  Optionee shall have the right,  immediately
prior to such dissolution or liquidation, to purchase all or  any
part  of  the Optioned Shares.  No fraction of a share  shall  be
purchasable  or deliverable upon exercise, but in the  event  any
adjustment  hereunder  of the number of  shares  covered  by  the
Option  shall cause such number to include a fraction of a share,
such  fraction  shall  be adjusted to the nearest  smaller  whole
number of shares.

      8.   Reservation of Shares.  The Company shall at all times
during the term of this agreement reserve and keep available such
number  of  shares of the Common Stock as will be  sufficient  to
satisfy the requirements of this agreement and shall pay all fees
and  expenses  necessarily incurred by the Company in  connection
with this agreement and the issuance of Optioned Shares.

      9.   Limitation of Rights in Optioned Shares.  The Optionee
shall  not be deemed for any purpose to be a stockholder  of  the
Company with respect to any of the Optioned Shares except to  the
extent  that  the Option shall have been exercised  with  respect
thereto and, in addition thereto, a stock certificate shall  have
been issued therefor and delivered to the Optionee.

      10.   Power of Company.  The existence of the Option  shall
not   diminish  the  right  of  power  of  the  Company  or   its
stockholders  to  make  or  authorize  any  or  all  adjustments,
recapitalizations,  reorganizations  or  other  changes  in   the
Company's  capital structure or its business, or  any  merger  or
consolidation of the Company, or any issue of bonds,  debentures,
preferred  or  prior preference stock ahead of or  affecting  the
Common Stock or the rights thereof, or dissolution or liquidation
of the Company, or any sale or transfer of all or any part of its
assets  or  business, or any other corporate act or  proceedings,
whether of a similar character or otherwise.

     11.  Communication.  Any communication or notice required or
permitted  to be given under this agreement shall be  in  writing
and  mailed by registered or certified mail or delivered in hand,
if  to  the Company, to its Treasurer at Concord EFS, Inc.,  2525
Horizon Lake Drive, Suite 120, Memphis, Tennessee 38133 , and, if
to  the  Optionee, to the address set forth below or  such  other
address, in each case, as the addressee shall last have furnished
to the communicating party.

     IN WITNESS WHEREOF, the parties have executed this agreement
as of the date first above written.


                         CONCORD EFS, INC.


                         By:  ___________________________________

                         _______________________________________
                         Optionee
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-20-
                                
BOS-BUS:22616.1
                                             Registration No. 33-
                                
 As filed with the Securities and Exchange Commission on July 5,
                              1995

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549

                            FORM S-8

                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933
                                
                        CONCORD EFS, INC.
       (Exact name of issuer as specified in its charter)

           Delaware
                04-2462552
(State or other jurisdiction
(I.R.S. Employer
or incorporation or organization)
Identification No.)

2525 Horizon Lake Drive, Suite 120, Memphis, Tennessee              38133
(Address of Principal Executive Offices)                           (Zip Code)

       CONCORD EFS, INC. 1993 INCENTIVE STOCK OPTION PLAN
                    (Full title of the plan)
                                
     Thomas R. Renfro              Copy to:       Richard M.
Harter, Esq.
     Senior Vice President                        Bingham, Dana &
Gould
     2525 Horizon Lake Drive, Suite 120           150 Federal
Street
     Memphis, TN  38133                      Boston, MA  02110

             (Name and address of agent for service)

     (901) 371-8000                          (617) 951-8000
  (Telephone number, including area code, of agent for service)

                                
                                
                 CALCULATION OF REGISTRATION FEE
                                
  Title of     Amount      Proposed        Proposed     Amount of
 Each Class     to be       Maximum         Maximum     Registrat
     of       Register  Offering Price     Aggregate     ion Fee
 Securities      ed        Per Share    Offering Price
   to be
 Registered
   Common                                                    
   Stock,     4,050,000     $24.13        $97,726,500   $33,698.79
$.33-1/3 par                                               
 value per
   share

      (1)   This estimate is made pursuant to Rule 457(h) of  the
Securities Act of 1933 solely for the purpose of determining  the
registration  fee.   It  is not known how  many  shares  will  be
purchased  under the Company's 1993 Incentive Stock  Option  Plan
(the "Plan") or at what price such shares will be purchased.  The
calculation of the Proposed maximum aggregate offering  price  is
based on the aggregate number of shares available for grant under
the  Plan, at a purchase price of $24.13 per share, which is  the
average  of  the  high and low prices of the Registrant's  Common
Stock as listed on the Nasdaq National Market System on June  27,
1995.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3:   Incorporation of Documents by Reference

       The  following documents are incorporated by reference  in
this Registration Statement:

      (a) the undersigned Registrant's Annual Report on Form 10-K
for  the  fiscal  year ended December 31, 1994; (b)  any  reports
filed by the Registrant pursuant to Section 13(a) or 15(d) of the
Securities  Exchange Act of l934 (the "Exchange Act")  since  the
end  of  the  fiscal year ended December 31, l994;  and  (c)  the
description  of  the  Registrant's Common Stock  contained  in  a
Registration Statement filed under the Exchange Act on  September
4,  1985  including any amendment or report filed for the purpose
of updating such description.

      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 that indicates  that
all  securities  offered have been sold or that  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed   to   be
incorporated by reference in this Registration Statement  and  to
be 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  validity of the shares of Common Stock offered hereby
have  been passed upon for the Company by Bingham, Dana &  Gould,
150  Federal  Street, Boston, Massachusetts  02110.   Richard  M.
Harter,  a  partner of Bingham, Dana & Gould, is a  Director  and
Secretary of the Company.

Item 6:   Indemnification of Directors and Officers

      Section 145 of the Delaware General Corporation Law permits
indemnification   of   officers  and  directors   under   certain
conditions.   Article  SEVENTH of the  Company's  Certificate  of
Incorporation provides that no director of the Company  shall  be
liable  for  monetary damages for breach of fiduciary duty,  with
certain  exceptions.  Article VII of the By-Laws of  the  Company
provides  for indemnification of officers and directors,  subject
to certain limitations.

       The  Company  also  maintains an  insurance  policy  which
insures  directors  and officers of the Company  against  certain
liabilities  which  might  be incurred  in  connection  with  the
performance of their duties.

Item 7:   Exemption From Registration Claimed

      Not applicable.

Item 8:   Exhibits

        The   following  exhibits  are  filed  as  part  of  this
Registration Statement:

      (5)      Opinion and Consent of Bingham, Dana & Gould.

      (23)(A)  Consent  of Bingham, Dana & Gould  (included  in
Exhibit 5).

      (23)(B)  Consent of Ernst & Young LLP

      (24)     Power of Attorney (included at page 5)

      (99)(A)  Concord EFS, Inc. 1993 Incentive  Stock
               Option Plan.

      (99)(B)  Form of Stock Option Agreement under the
               Registrant's 1993 Incentive Stock Option Plan.

Item 9:   Undertakings

      The undersigned Registrant hereby undertakes:

          (1)   To  file,  during any period in which  offers  or
      sales  are being made, a post-effective amendment  to  this
      Registration Statement to include any material  information
      with  respect  to the plan of distribution  not  previously
      disclosed  in  this Registration Statement or any  material
      change to such information in this 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
      that remain unsold at the termination of the offering;

          (4)   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
      15(d)  of  the  Securities Exchange Act  of  1934  that  is
      incorporated  by  reference in this 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; and

          (5)  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.

                           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 Memphis, State of Tennessee, on the 5th day of July,
1995.

                                   CONCORD EFS, INC.

                                   By: /s/ Dan M. Palmer
                                        Dan M. Palmer, CEO

                        POWER OF ATTORNEY

      We,  the undersigned officers and Directors of Concord EFS,
Inc.,  hereby severally constitute and appoint Thomas  R.  Renfro
and  Richard  M.  Harter and each of them singly,  our  true  and
lawful  attorneys  with  full power to them,  and  each  of  them
singly,  to  sign  for  us  and in our names  in  the  capacities
indicated  below,  this  Registration  Statement  on   Form   S-8
(together with any exhibits thereto) filed herewith and  any  and
all   pre-effective   and  post-effective  amendments   to   said
Registration  Statement, and generally to do all such  things  in
our  names  and on our behalf in our capacities as  officers  and
Directors  to  enable  Concord  EFS,  Inc.  to  comply  with  the
provisions  of  the Securities Act of 1933, as amended,  and  all
requirements of the Securities and Exchange Commission in respect
thereof, hereby ratifying and confirming our signatures  as  they
may  be  signed  by our said attorneys or any of  them,  to  said
Registration Statement and any and all amendments (together  with
exhibits thereto) thereto.

      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.

Signature                      Title                    Date

 /s/ Dan M. Palmer       Chief  Executive Officer      July 5, 1995
Dan M. Palmer            (Principal Executive
                         Officer); Chairman of
                         the Board of Directors

 /s/ Thomas R. Renfro    Senior VicePresident and      July 5, 1995
Thomas R. Renfro         Chief Financial Officer
                         (Principal Financial and
                         Accounting Officer); Director

 /s/ David C. Anderson        Director            July 5, 1995
David C. Anderson

 /s/ J. Richard Buchignani    Director            July 5, 1995
J. Richard Buchignani, Esq.

 /s/ Richard M. Harter        Director            July 5, 1995
Richard M. Harter, Esq.

 /s/ Joyce Kelso              Director            July 5, 1995
Joyce Kelso

 /s/ Edward A. Labry III President and Chief Marketing July 5, 1995
Edward A. Labry III      Officer (Principal Marketing
                         Officer); Director

 /s/ Jerry D. Mooney          Director            July 5, 1995
Jerry D. Mooney

 /s/ Paul L. Whittington      Director            July 5, 1995
Paul L. Whittington
                          Exhibit Index

Exhibit No.         Description of Documents               Page
No.*

     5         Opinion of Bingham, Dana & Gould             8

     23(A)     Consent of Bingham, Dana & Gould
               (included in its opinion filed
               as Exhibit 5)

     23(B)     Consent of Ernst & Young LLP                 9

     24        Power of Attorney (included at page 5)

     99(A)     Registrant's 1993 Incentive Stock Option
               Plan.                                        12

     99(B)     Form of Stock Option Agreement
               under the Registrant's 1993 Incentive
               Stock Option Plan.                           19

*  Refers to page number in sequentially numbered copy.

                                                        Exhibit 5

                          July 5, 1995

Concord EFS, Inc.
2525 Horizon Lake Drive
Suite 120
Memphis, TN  38133

     Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

       This   opinion  is  furnished  in  connection   with   the
registration, pursuant to a Registration Statement  on  Form  S-8
under  the Securities Act of 1933, as amended (the "Act"), to  be
filed with the Securities and Exchange Commission on July 5, 1995
(the   "Registration  Statement"),  of  4,050,000   shares   (the
"Shares")  of  common stock, par value $.33-1/3  per  share  (the
"Common  Stock"),  of  Concord EFS, Inc., a Delaware  corporation
(the  "Company"),  which  are or will be issuable  to  employees,
directors,  consultants  and advisors of  the  Company  upon  the
exercise  of  options  granted pursuant  to  the  Company's  1993
Incentive Stock Option Plan (the "Plan").

      We  have acted as counsel to the Company in connection with
the  foregoing registration of the Shares.  We have examined  and
relied  upon  originals  or copies of such records,  instruments,
certificates,  memoranda and other documents as  we  have  deemed
necessary  or  advisable for purposes of this  opinion  and  have
assumed,  without  independent inquiry,  the  accuracy  of  those
documents.   In that examination, we have assumed the genuineness
of  all  signatures,  the  conformity to  the  originals  of  all
documents  reviewed  by  us  as  copies,  the  authenticity   and
completeness of all original documents reviewed by us in original
or  copy  form  and  the  legal  competence  of  each  individual
executing  such  documents.  We have  further  assumed  that  all
options  granted or to be granted pursuant to the  Plan  were  or
will  be validly granted in accordance with the terms of the Plan
and  that  all Shares to be issued upon exercise of such  options
will be issued in accordance with such options and the Plan.

      The  opinion  is  limited solely to  the  Delaware  General
Corporation Law as applied by courts located in Delaware.

      Based  upon  and subject to the foregoing, we  are  of  the
opinion  that,  upon the issuance and delivery of the  Shares  in
accordance  with  the terms of such options  and  the  Plan,  the
Shares  will  be  legally issued, fully paid  and  non-assessable
shares of the Company's Common Stock.

      We  consent to the filing of a copy of this opinion  as  an
exhibit to the Registration Statement.

                                   Very truly yours,

                                   /s/ BINGHAM, DANA & GOULD

                                   BINGHAM, DANA & GOULD

            

         Exhibit 23(B) - Consent of Independent Auditors
                                

We consent to the reference to our firm under the caption
"Experts" in the Registration Statement Form S-8 pertaining to
the Concord EFS, Inc. 1993 Incentive Stock Option Plan and to the
incorporation by reference therein of our report dated January
26, 1995, with respect to the consolidated financial statements
of Concord EFS, Inc. included in its Annual Report (Form 10-K)
for the year ended December 31, 1994, filed with the Securities
and Exchange Commission.

                                             /s/ Ernst & Young
LLP

Memphis, Tennessee
July 5, 1995

                                
                                                    Exhibit 99(A)
                                
                                
                        CONCORD EFS, INC.
                1993 INCENTIVE STOCK OPTION PLAN

      1.    Definitions.   As used in this 1993  Incentive  Stock
Option Plan of Concord EFS, Inc., the following terms shall  have
the following meanings:

           1.1  Awarded  Options  means all  options  other  than
     Formula Options.
     
          1.2 Change in Corporate Control means the date on which
     any individual, corporation, partnership or other person  or
     entity (together with its "Affiliates" and "Associates,"  as
     defined in Rule 12b-2 under the Securities Exchange  Act  of
     1934)  "beneficially owns" (as defined in Rule  13d-3  under
     the Securities Exchange Act of 1934) in the aggregate 20% or
     more  of  the  outstanding shares of capital  stock  of  the
     Company  entitled  to  vote generally  in  the  election  of
     directors of the Company.

           1.3  Code means the Internal Revenue Code of 1986,  as
     amended.

           1.4 Committee means the Compensation Committee of  the
     Company's  Board  of  Directors, consisting  exclusively  of
     directors  who at the relevant time are "outside  directors"
     within the meaning of 162(m) of the Code.

           1.5  Company  means  Concord  EFS,  Inc.,  a  Delaware
     corporation.

           1.6  Fair Market Value means the value of a  share  of
     Stock of the Company on any date as determined by the Board.

           1.7 Formula Grant means a grant of options pursuant to
     Section 11.
     
          1.8 Formula Grant Date shall have the meaning specified
     in Section 11.
     
           1.9 Formula Options means options granted pursuant  to
     Section 11.
     
           1.10      Grant Date means the date on which an Option
     is granted, as specified in Section 7.

           1.11      Major Shareholder means a person who, within
     the  meaning of Section 422(b)(6) of the Code, is deemed  to
     own  stock  possessing more than 10% of the  total  combined
     voting  power of all classes of stock of the Company (or  of
     its parent or subsidiary corporations).

           1.12      Option means an option to purchase shares of
     the Stock granted under the Plan.

           1.13       Option Agreement means an agreement between
     the  Company  and an Optionee, setting forth the  terms  and
     conditions of an Option.

           1.14      Option Period means the period from the date
     of  the  grant  of  an Option to the date  when  the  Option
     expires as stated in the terms of the Option Agreement.
     
           1.15       Option  Price means the price  paid  by  an
     Optionee for an Option under this Plan.

           1.16      Option Share means any share of Stock of the
     Company  transferred  to an Optionee  upon  exercise  of  an
     Option pursuant to this Plan.

           1.17       Optionee means a person eligible to receive
     an Option, as provided in Section 6, to whom an Option shall
     have been granted under the Plan.

           1.18       Plan means this 1993 Incentive Stock Option
     Plan of the Company.

            1.19        Related   Corporation  means   a   Parent
     Corporation or a Subsidiary Corporation, each as defined  in
     Section 424 of the Code.

          1.20      Stock means common stock, $.33 1/3 par value,
     of the Company
     
           1.21       Vested Shares, as of any date, means  those
     shares  of  stock  available at that date  for  purchase  by
     exercise of a Formula Option pursuant to Section 11.
     
      2.    Purpose.   This 1993 Incentive Stock Option  Plan  is
intended to encourage ownership of the Stock by key employees and
directors  of  the  Company and its Related Corporations  and  to
provide  additional incentive for them to promote the success  of
the  Company's business.  The Plan is intended to be an incentive
stock option plan within the meaning of Section 422 of the Code.

      3.    Term  of  the Plan.  Options under the  Plan  may  be
granted not later than February 16, 2003.

     4.   Stock Subject to the Plan.  At no time shall the number
of shares of the Stock then outstanding which are attributable to
the  exercise of Options granted under the Plan, plus the  number
of  shares  then  issuable upon exercise of  outstanding  options
granted under the Plan exceed 1,800,000 shares, subject, however,
to the provisions of Section 16 of the Plan.  Shares to be issued
upon the exercise of Options granted under the Plan may be either
authorized  but unissued shares or shares held by the Company  in
its treasury.  If any Option expires or terminates for any reason
without  having been exercised in full, the shares not  purchased
thereunder shall again be available for Options thereafter to  be
granted.

      5.   Administration.  The Plan shall be administered by the
Committee.   Subject  to the provisions of the  Plan  (including,
without  limitation, the provisions of Sections 11 and  20),  the
Committee  shall have complete authority, in its  discretion,  to
make  the  following determinations with respect to each  Awarded
Option  to  be granted by the Company:  (a) the key  employee  to
receive  the Awarded Option; (b) the time of granting the Awarded
Option; (c) the number of shares subject thereto; (d) the  Option
Price; and (e) the Option period.  In making such determinations,
the  Committee may take into account the nature of  the  services
rendered by the respective employees, their present and potential
contributions to the success of the Company and its subsidiaries,
and  such other factors as the Committee in its discretion  shall
deem  relevant.   Subject  to the provisions  of  the  Plan,  the
Committee  shall  also have complete authority to  interpret  the
Plan,  to  prescribe,  amend and rescind  rules  and  regulations
relating  to  it,  to determine the terms and provisions  of  the
respective Option Agreements (which need not be identical)  other
than Option Agreements for Formula Options, and to make all other
determinations  necessary or advisable for the administration  of
the Plan.  The Committee's determinations on the matters referred
to in this Section 5 shall be conclusive.

      6.   Eligibility.  An Awarded Option may be granted only to
a   key  employee  of  one  or  more  of  the  Company  and   its
subsidiaries.  A director of one or more of the Company  and  its
subsidiaries who is not also an employee of one or  more  of  the
Company  and  its subsidiaries shall not be eligible  to  receive
Awarded  Options  but shall receive Formula Options  pursuant  to
Section 11.  A Major Shareholder shall be eligible to receive  an
Awarded Option only if the Option Price is at least 110%  of  the
Fair  Market  Value  on the Grant Date and only  if  the  Awarded
Option  expires, to the extent not theretofore exercised, on  the
fifth anniversary of the Grant Date.

      7.   Time of Granting Awarded Options.  The granting of  an
Awarded  Option  shall take place at the time  specified  by  the
Committee.  Only if expressly so provided by the Committee, shall
the  Grant  Date  be the date on which an Option Agreement  shall
have  been  duly  executed and delivered by the Company  and  the
Optionee.

      8.    Awarded  Option Price.  The Option Price  under  each
Awarded  Option shall be not  less than 100% of the  Fair  Market
Value of the Stock on the Grant Date except that the Option Price
under  an Awarded Option granted to a Major Shareholder  must  be
not less than 110% of the Fair Market Value.

      9.    Awarded  Option  Period.  No Awarded  Option  may  be
exercised later than the tenth anniversary of the Grant Date,  or
for  an Awarded Option granted to a Major Shareholder, the  fifth
anniversary  of  the Grant Date.  An Awarded  Option  may  become
exercisable  in  such installments, cumulative or non-cumulative,
as the Committee may determine.

     10.  Maximum Size of Awarded Option as Incentive Option.  To
the  extent  that the aggregate Fair Market Value  of  Stock  for
which  an  Awarded Option becomes exercisable by an Optionee  for
the first time in any calendar year exceeds $100,000, the Awarded
Option  shall  be treated as a nonstatutory option,  and  not  an
incentive option under Section 422 of the Code.  For purposes  of
this  Section 10, all Awarded Options granted to an  Optionee  by
the  Company shall be considered in the order in which they  were
granted, and the Fair Market Value shall be determined as of  the
Grant Dates.

     11.  Formula Grants of Options to Certain Directors.

            (a)    Directors  Elected  or  Re-Elected  at  Annual
Stockholders  Meeting, Special Meeting in Lieu of Annual  Meeting
or  at  Other Times.  Commencing in 1994, each individual who  is
not,  immediately prior to his or her election or re-election  to
the  Board  of  Directors, either an officer or employee  of  the
Company  or any subsidiary of the Company, and who is elected  or
re-elected to the Board of Directors during the term of the  Plan
(whether elected at an annual or special stockholders' meeting or
by  action  of the Board of Directors) shall be granted,  on  the
date  of  such meeting or other appointment (as used in  or  with
reference  to  this  Section 11(a), a "Formula  Grant  Date"),  a
nonstatutory Stock Option to purchase the number of whole  shares
of  Stock (without any fraction) obtained by dividing $10,000  by
the Fair Market Value on the Formula Grant Date.

           (b)   Terms  of Formula Options.  Each Formula  Option
granted  to an Optionee under this Section 18 shall (i)  have  an
exercise  price  equal to 100% of the Fair Market  Value  of  the
Stock  on  the  applicable Formula Grant Date,  and  (ii)  become
exercisable  for Vested Shares on the second anniversary  of  the
Formula  Grant  Date if the Optionee remains a  director  of  the
Company on that date.  No Formula Option granted pursuant to this
Section  11  is intended to qualify as an incentive stock  option
within  the  meaning  of Section 422 of the  Code.   The  Formula
Grants  shall  be  evidenced by Option  Agreements.   The  Option
Agreements shall contain provisions consistent with this  Section
11  and shall contain identical terms and conditions, except  (i)
as  otherwise  required  by this Section  11  and  (ii)  for  any
restrictions imposed with respect to Formula Grants granted prior
to the receipt of any stockholders' approval required pursuant to
Rule  16b-3(b)  under the Securities Exchange  Act  of  1934,  as
amended.

           (c)  Option Period.  The Option Period for any Formula
Option  granted pursuant to this Section 11 shall  be  ten  years
from the date of grant.

     12.  Exercise of Option.  An Option may be exercised only by
giving  written  notice,  in the manner provided  in  Section  21
hereof, specifying the number of shares as to which the Option is
being  exercised, accompanied by full payment for such shares  in
the  form  of  check or bank draft payable to the  order  of  the
Company  or shares of the Stock with a current Fair Market  Value
equal to the Option Price of the shares to be purchased.  Receipt
by  the  Company of such notice and payment shall constitute  the
exercise  of  the  Option  or a part  thereof.   Within  20  days
thereafter, the Company shall deliver or cause to be delivered to
the  Optionee  a certificate or certificates for  the  number  of
shares  then being purchased by him.  Such shares shall be  fully
paid  and nonassessable.  If any law or applicable regulation  of
the Securities and Exchange Commission or other public regulatory
authority  shall require the Company or the Optionee to  register
or  qualify  under the Securities Act of 1933,  as  amended,  any
similar federal statute then in force or any state law regulating
the  sale of securities, any Option Shares with respect to  which
notice  of  intent to exercise shall have been delivered  to  the
Company  or  to  take  any other action in connection  with  such
shares, the delivery of the certificate or certificates for  such
shares  shall  be  postponed until completion  of  the  necessary
action,  which the Company shall take in good faith  and  without
delay.  All such action shall be taken by the Company at its  own
expense.  Upon each exercise of the Option, the Optionee  may  be
required to give a representation in form satisfactory to counsel
for  the  Company  that he or she is acquiring  shares  purchased
pursuant to such exercise for investment and not with a  view  to
distribution  and  that he or she will make no transfers  of  the
shares  in  violation of the Securities Act of 1933, as  amended,
and  the  regulations  of the Securities and Exchange  Commission
thereunder.  The Company may, at its discretion, make a  notation
on  any certificate delivered upon exercise of the Option to  the
effect that the shares represented by the certificate may not  be
transferred except after receipt by the Company of an opinion  of
counsel satisfactory to it to the effect that such transfer  will
not  violate  such Act and such regulations, and may issue  "stop
transfer" instructions to its transfer agent, if any, and make  a
"stop   transfer"   notation  on  its  books,   as   appropriate.
Notwithstanding  the  foregoing,  the  Company  may  release  the
Optionee from the investment representation if the shares of  the
Stock  subject  to  the  Option have  been  registered  with  the
Securities and Exchange Commission under such Act.

      13.  Notice of Disposition of Stock Prior to Expiration  of
Specified  Holding  Period.  The Company  may  require  that  the
person exercising an Option give a written representation to  the
Company,  satisfactory in form and substance to its  counsel  and
upon  which the Company may reasonably rely, that he or she  will
report  to  the Company any disposition of shares purchased  upon
exercise prior to the expiration of the holding periods specified
by  Section 422(a)(1) of the Code.  If and to the extent that the
disposition  imposes upon the Company federal,  state,  local  or
other  withholding tax requirements, or any such  withholding  is
required  to  secure for the Company an otherwise  available  tax
deduction, the Company shall have the right to require  that  the
person  making  the  disposition remit to the Company  an  amount
sufficient to satisfy those requirements.

      14.   Transferability  of Options.   Awarded  Options  and,
unless  otherwise  provided in all of the Option  Agreements  for
Formula  Options,  Formula  Options shall  not  be  transferable,
otherwise  than by will or the laws of descent and  distribution,
and  may be exercised during the life of the Optionee only by the
Optionee.

      15.  Termination of Employment or Service.  With respect to
Awarded  Options, in the event that the Optionee's employment  is
terminated  for  any reason other than death  or  the  Optionee's
employer  is no longer the Company or a Related Corporation,  the
Awarded Option, to the extent exercisable at termination, may  be
exercised  by the Optionee at any time within three months  after
termination   unless  terminated  earlier  by  its   terms.    If
termination  results from the death of the Optionee, the  Awarded
Option,  to the extent exercisable at the date of death,  may  be
exercised by the person to whom the Awarded Option is transferred
by  will  or the applicable laws of descent and distribution,  at
any  time  within  one  year  after the  date  of  death,  unless
terminated  earlier by its terms.  Military or sick  leave  shall
not  be deemed a termination of employment provided that it  does
not  exceed the longer of 90 days or the period during which  the
absent  employee's re-employment rights are guaranteed by statute
or  by  contract.  With respect to Formula Options, in the  event
that  the  Optionee's service is terminated for any  reason,  the
Formula Option, to the extent exercisable at termination, may  be
exercised at any time within five years after the termination  of
service, unless terminated earlier by its terms.

      16.   Adjustment of Number of Option Shares.   Each  Option
Agreement  shall provide that in the event of any stock  dividend
payable in the Stock or any split-up or contraction in the number
of  shares of the Stock occurring after the date of the Agreement
and  prior  to the exercise in full of the Option, the number  of
shares   subject  to  such  Agreement  shall  be  proportionately
adjusted and the price to be paid for each share subject  to  the
Option  shall  be proportionately adjusted.  Each such  Agreement
shall also provide that in case of any reclassification or change
of   outstanding  shares  of  the  Stock  or  in  case   of   any
consolidation  or  merger of the Company  with  or  into  another
company  or  in  the  case of any sale or conveyance  to  another
company  or entity of the property of the Company as a  whole  or
substantially  as  a whole, shares of Stock or  other  securities
shall  be delivered equivalent in kind and value to those  shares
or other securities an Optionee would have received if the Option
had  been  exercised  in  full prior  to  such  reclassification,
change,  consolidation,  merger,  sale  or  conveyance   and   no
disposition  had  subsequently been made.  Each  Agreement  shall
further  provide  that  upon dissolution or  liquidation  of  the
Company, the Option shall terminate, but the Optionee (if at  the
time  in  the  employ of the Company or any of its  subsidiaries)
shall  have  the right, immediately prior to such dissolution  or
liquidation, to exercise the Option to the extent not theretofore
exercised.   No  fraction  of a share  shall  be  purchasable  or
deliverable  upon  exercise,  but in  the  event  any  adjustment
hereunder  of  the number of shares covered by the  Option  shall
cause such number to include a fraction of a share, such fraction
shall  be adjusted to the nearest smaller whole number of shares.
In the event of changes in the outstanding Stock by reason of any
stock  dividend,  split-up,  contraction,  reclassification,   or
change   of  outstanding  shares  of  the  Stock  of  the  nature
contemplated  by  this Section 15, the number of  shares  of  the
Stock  available for the purpose of the Plan as stated in Section
4 shall be correspondingly adjusted.

      17.   Change  in  Corporate  Control.   Upon  a  Change  in
Corporate  Control,  each  outstanding Option  shall  immediately
become fully exercisable, and a registration statement under  the
Securities  Act  of  1933, as amended,  with  respect  to  shares
covered by all outstanding Options, whether to be issued  by  the
Company  or  by any successor corporation, shall be effective  at
all  times  during  which the Options may be  exercised  and,  to
facilitate  resale of the shares, during the twelve months  after
the last exercise of the Options.

      18.   Reservation of Stock.  The Company shall at all times
during  the  term of the Option reserve and keep  available  such
number  of  shares of the Stock as will be sufficient to  satisfy
the requirements of this Plan and shall pay all fees and expenses
necessarily incurred by the Company in connection therewith.

      19.   Limitation  of  Rights in  the  Option  Shares.   The
Optionee  shall not be deemed for any purpose to be a stockholder
of the Company with respect to any of the Option Shares except to
the extent that the Option shall have been exercised with respect
thereto  and, in addition, a certificate shall have  been  issued
therefor and delivered to the Optionee.

      20.   Termination and Amendment of the Plan.  The Committee
may  at any time terminate the Plan or make such amendment to the
Plan  as  it  shall  deem  advisable, provided  that,  except  as
provided  in  Section  15, the Committee  may  not,  without  the
approval  by the holders of a majority of the Stock,  change  the
classes  of  persons  eligible to receive Options,  increase  the
maximum  number of shares available for option under the Plan  or
extend  the  period  during  which  Options  may  be  granted  or
exercised.  Notwithstanding the preceding sentence, the provision
of  Sections  1,  5  and  6, insofar as they  relate  to  Formula
Options, and Section 11 shall not be amended more often than once
every six months, other than to comport with changes in the  Code
and  regulations thereunder.  No termination or amendment of  the
Plan  may, without the consent of the Optionee to whom any Option
shall  theretofore have been granted, adversely affect the rights
of such Optionee under such Option.

      21.   Notices.   Any  communication or notice  required  or
permitted  to  be given under the Plan shall be in  writing,  and
mailed  by registered or certified mail or delivered in hand,  if
to  the  Company,  to its Treasurer at Concord  EFS,  Inc.,  2525
Horizon  Lake Drive, Suite 120, Memphis, Tennessee 38133 and,  if
to  the Optionee, to the address as the Optionee shall last  have
furnished to the communicating party.

                                                    Exhibit 99(A)

                        CONCORD EFS, INC.
                 DIRECTOR STOCK OPTION AGREEMENT

      AGREEMENT  dated                   , between  Concord  EFS,
Inc.,    a    Delaware   corporation   (the    "Company"),    and
(the "Optionee").

      1.    Optioned Shares.  Subject to the terms and conditions
set  forth  herein, the Company grants to the Optionee an  option
(the "Option") to purchase from the Company all or any part of  a
total  of  459  shares (the "Optioned Shares") of  the  Company's
Common Stock, $.33 1/3 par value (the "Common Stock").

      2.    Price.  The price to be paid for the Optioned  Shares
shall  be  $21.75  per share, which was 100% of the  fair  market
value of the Common Stock on May 12, 1994 (the "Grant Date").

      3.   Character of Option.  This Option shall not be treated
as  an "incentive stock option" within the meaning of Section 422
of the Internal revenue Code of 1986, as amended.

      4.   Termination of Option.  The Option shall terminate  on
May 12, 2004.

      5.    Exercise of Option.  All of the Optioned Shares shall
become purchasable under the Option on May 12, 1996, but only  if
the Optionee remains a director of the Company at that date.

     The Option may be exercised by giving written notice, in the
manner  provided in paragraph 11, specifying the number of shares
as  to  which the Option is being exercised, accompanied by  full
payment  for  such  shares in the form of  check  or  bank  draft
payable  to  the order of the Company or shares of  Common  Stock
with a current fair market value equal to the option price of the
shares  to  be purchased.  Receipt by the Company of such  notice
and payment shall constitute the exercise of the Option or a part
thereof.  Within 20 days thereafter, the Company shall deliver or
cause   to  be  delivered  to  the  Optionee  a  certificate   or
certificates for the number of shares then being purchased by him
or  her.  Such shares shall be fully paid and nonassessable.   If
any  law  or applicable regulation of the Securities and Exchange
Commission or other public regulatory authority shall require the
Company  or  the  Optionee  to  register  or  qualify  under  the
Securities  Act of 1933, as amended, any similar federal  statute
then in force or any state law regulating the sale of securities,
any  Optioned  Shares with respect to which notice of  intent  to
exercise shall have been delivered to the Company or to take  any
other action in connection with such shares, the delivery of  the
certificate  or certificates for such shares shall  be  postponed
until completion of the necessary action, which the Company shall
take  in good faith and without any delay.  All such action shall
be taken by the Company at its own expense.

      6.    Restriction Against Transfer of Option.   During  the
lifetime of the Optionee, the Option may be exercised only by the
Optionee.   Except  by  will  or  by  the  laws  of  descent  and
distribution, the Option and all rights granted hereunder may not
be  transferred, assigned, pledged, or hypothecated  (whether  by
operation  of  law  or otherwise) and shall  not  be  subject  to
execution, attachment, or similar process.

      7.    Capital Changes.  In the event of any stock  dividend
payable in the Common Stock or any split-up or contraction in the
number of shares of the Common Stock occurring after the date  of
this  agreement and prior to the exercise in full of the  Option,
the  number  of  shares for which the Option  may  thereafter  be
exercised shall be proportionately adjusted and the price  to  be
paid  for  each Optioned Share shall be proportionately adjusted.
In  case of any reclassification or change of outstanding  shares
of  the Common Stock or in case of any consolidation or merger of
the  Company with or into another company or in case of any  sale
or conveyance to another company or entity of the property of the
Company  as  a  whole or substantially as a whole,  the  Optionee
shall, upon exercise of the Option, be entitled to receive shares
of stock or other securities equivalent in kind and value to what
he  or  she  would have received if he or she had  exercised  the
Option  in  full  immediately  prior  to  such  reclassification,
change,  consolidation,  merger,  sale  or  conveyance  and   had
continued  to hold the Optioned Shares (together with  all  other
shares,   stock  and  securities  thereafter  issued  in  respect
thereof)  to  the  time  of the exercise  of  the  Option.   Upon
dissolution  or  liquidation of the  Company,  the  Option  shall
terminate;  but  the  Optionee shall have the right,  immediately
prior to such dissolution or liquidation, to purchase all or  any
part  of  the Optioned Shares.  No fraction of a share  shall  be
purchasable  or deliverable upon exercise, but in the  event  any
adjustment  hereunder  of the number of  shares  covered  by  the
Option  shall cause such number to include a fraction of a share,
such  fraction  shall  be adjusted to the nearest  smaller  whole
number of shares.

      8.   Reservation of Shares.  The Company shall at all times
during the term of this agreement reserve and keep available such
number  of  shares of the Common Stock as will be  sufficient  to
satisfy the requirements of this agreement and shall pay all fees
and  expenses  necessarily incurred by the Company in  connection
with this agreement and the issuance of Optioned Shares.

      9.   Limitation of Rights in Optioned Shares.  The Optionee
shall  not be deemed for any purpose to be a stockholder  of  the
Company with respect to any of the Optioned Shares except to  the
extent  that  the Option shall have been exercised  with  respect
thereto and, in addition thereto, a stock certificate shall  have
been issued therefor and delivered to the Optionee.

      10.   Power of Company.  The existence of the Option  shall
not   diminish  the  right  of  power  of  the  Company  or   its
stockholders  to  make  or  authorize  any  or  all  adjustments,
recapitalizations,  reorganizations  or  other  changes  in   the
Company's  capital structure or its business, or  any  merger  or
consolidation of the Company, or any issue of bonds,  debentures,
preferred  or  prior preference stock ahead of or  affecting  the
Common Stock or the rights thereof, or dissolution or liquidation
of the Company, or any sale or transfer of all or any part of its
assets  or  business, or any other corporate act or  proceedings,
whether of a similar character or otherwise.

     11.  Communication.  Any communication or notice required or
permitted  to be given under this agreement shall be  in  writing
and  mailed by registered or certified mail or delivered in hand,
if  to  the Company, to its Treasurer at Concord EFS, Inc.,  2525
Horizon Lake Drive, Suite 120, Memphis, Tennessee 38133 , and, if
to  the  Optionee, to the address set forth below or  such  other
address, in each case, as the addressee shall last have furnished
to the communicating party.

     IN WITNESS WHEREOF, the parties have executed this agreement
as of the date first above written.

                         CONCORD EFS, INC.

                         By:  ___________________________________

                         _______________________________________
                         Optionee