As filed with the Securities and Exchange Commission on December 9, 1997.


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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


                           TOTAL SYSTEM SERVICES, INC.
             (Exact name of registrant as specified in its charter)

         Georgia                                              54-1493818
  (State or other jurisdiction of                           (IRS Employer
  incorporation or organization)                           Identification No.)

     1200 Sixth Avenue
    Columbus, Georgia                                           31901
    (Address of Principal                                     (Zip Code)
      Executive Offices)
         --------------------------------------------------------------
            TOTAL SYSTEM SERVICES, INC. 1992 LONG-TERM INCENTIVE PLAN
                            (Full Title of the Plan)
         --------------------------------------------------------------
                                 Kathleen Moates
                             Deputy General Counsel
                                901 Front Avenue
                                    Suite 202
                             Columbus, Georgia 31901
                                 (706) 649-4818

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
       Title of                                      Proposed               Proposed
      Securities               Amount                 Maximum                Maximum               Amount of
         to be                  to be                Offering               Aggregate            Registration
      Registered             Registered           Price Per Share        Offering Price               Fee
-------------------------------------------------------------------------------------------------------------------
<S>                          <C>                  <C>                   <C>                      <C>               

Common Stock,
$.10 par value               533,500              $27.84(1)            $14,852,640(1)            $4,382


<FN>
(1)      Determined  pursuant to Rule 457(h)  under the  Securities  Act of 1933
         solely  for  the  purpose  of  calculating  the  registration  fee  and
         represents  the average of the high and low prices of the Common  Stock
         of Total  System  Services,  Inc.  on the New York  Stock  Exchange  on
         December 4, 1997.
</FN>
</TABLE>


                                        1

<PAGE>



            TOTAL SYSTEM SERVICES, INC. 1992 LONG-TERM INCENTIVE PLAN
                      -------------------------------------

           INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT.
The contents of Registration Statement No. 333-25401 are incorporated herein by 
                                   reference.
                      -------------------------------------

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The  following  documents  and  information  previously  filed by  Total  System
Services,  Inc. (the "Company") with the Securities and Exchange  Commission are
incorporated  herein by  reference  in this  Registration  Statement as of their
respective dates:

a.    The  Company's  Annual  Report  on  Form  10-K  for  the fiscal year ended
      December 31, 1996.

b.    All other reports filed  pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 (the "Exchange Act") since the end of the fiscal year
      covered by the Annual Report referred to in paragraph (a) above.

c.    The  description of the Company's  Common Stock contained in the Company's
      Registration  Statement on Form 8-A filed with the Securities and Exchange
      Commission on May 17, 1989.

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

Item 6.     Indemnification of Directors and Officers.

Subsection  (a) of Section  14-2-851 of the Georgia  Business  Corporation  Code
provides  that a corporation  may  indemnify or obligate  itself to indemnify an
individual  made a party to a proceeding  because he or she is or was a director
against  liability  incurred  in the  proceeding  if such  individual  conducted
himself or herself in good faith and such individual reasonably believed, in the
case of conduct  in an  official  capacity,  that such  conduct  was in the best
interests of the corporation  and, in all other cases,  that such conduct was at
least not opposed to the best interests of the  corporation  and, in the case of
any criminal proceeding, such individual had no reasonable cause to believe such
conduct was unlawful. Subsection (d) of Section 14-2-851 of the Georgia Business
Corporation  Code provides  that a  corporation  may not indemnify a director in
connection with a proceeding by or in the right

                                        2

<PAGE>



of the corporation  except for reasonable  expenses incurred if it is determined
that the  director has met the relevant  standard of conduct,  or in  connection
with any  proceeding  with  respect to conduct  under  Section  14-2-851  of the
Georgia Business  Corporation Code for which he was adjudged liable on the basis
that  personal  benefit  was  improperly  received by him.  Notwithstanding  the
foregoing, pursuant to Section 14-2-854 of the Georgia Business Corporation Code
a court may order a corporation  to indemnify a director or advance  expenses if
such court determines that the director is entitled to indemnification under the
Georgia Business  Corporation Code or that the director is fairly and reasonably
entitled to indemnification in view of all the relevant  circumstances,  whether
or not such  director met the standard of conduct set forth in  subsections  (a)
and (b) of Section 14-2-851 of the Georgia Business  Corporation Code, failed to
comply with Section  14-2-853 of the Georgia  Business  Corporation  Code or was
adjudged  liable as  described  in  paragraph  (1) or (2) of  subsection  (d) of
Section 14-2-851 of the Georgia Business Corporation Code.

Section 14-2-852 of the Georgia  Business  Corporation Code provides that to the
extent that a director has been successful,  on the merits or otherwise,  in the
defense of any proceeding to which he was a party, because he or she is or was a
director of the  corporation,  the  corporation  shall  indemnify  the  director
against reasonable expenses incurred by the director in connection therewith.

Section  14-2-857 of the  Georgia  Business  Corporation  Code  provides  that a
corporation may indemnify and advance  expenses to an officer of the corporation
who  is a  party  to a  proceeding  because  he or  she  is an  officer  of  the
corporation  to the same extent as a director and if he or she is not a director
to such  further  extent as may be  provided in its  articles of  incorporation,
bylaws,  action of its board of  directors  or  contract  except  for  liability
arising  out of conduct  specified  in  Section  14-2-857(a)(2)  of the  Georgia
Business  Corporation Code. Section 14-2-857 of the Georgia Business Corporation
Code also provides that an officer of the  corporation  who is not a director is
entitled to mandatory  indemnification under Section 14-2-852 and is entitled to
apply for court ordered  indemnification  or advances for expenses under Section
14-2-854,  in each case to the same extent as a director.  In addition,  Section
14-2-857  provides that a corporation may also indemnify and advance expenses to
an employee or agent who is not a director to the extent, consistent with public
policy, that may be provided by its articles of incorporation, bylaws, action of
its board of directors or contract.

In accordance with Article VIII of the Company's Bylaws,  every person who is or
was (and the heirs and  personal  representatives  of such  person) a  director,
officer, employee or agent of the Company shall be indemnified and held harmless
by the Company from and against the  obligation  to pay a judgment,  settlement,
penalty,  fine  (including  an excise tax  assessed  with respect to an employee
benefits  plan),  and  reasonable  expenses   (including   attorneys'  fees  and
disbursements)  that may be imposed upon or incurred by him or her in connection
with or resulting from any threatened,  pending, or completed,  action, suit, or
proceeding, whether civil, criminal,  administrative,  investigative,  formal or
informal,  in which he or she is, or is threatened to be made, a named defendant
or respondent: (a) because he or she is or was a director, officer, employee, or
agent of the Company;  (b) because he or she or is or was serving at the request
of the Company as a director, officer, partner, trustee,

                                        3

<PAGE>



employee, or agent of another corporation,  partnership,  joint venture,  trust,
employee  benefit plan or other  enterprise;  or (c) because he or she is or was
serving  as  an  employee  of  the   corporation  who  was  employed  to  render
professional  services as a lawyer or accountant to the corporation;  regardless
of whether such person is acting in such a capacity at the time such  obligation
shall have been imposed or incurred,  if (i) such person acted in a manner he or
she believed in good faith to be in or not opposed to the best  interest of such
corporation, and, with respect to any criminal proceeding, if such person had no
reasonable  cause to believe  his or her  conduct  was  unlawful  or (ii),  with
respect to an employee benefit plan, such person believed in good faith that his
or her conduct was in the interests of the participants in and  beneficiaries of
the plan.

Pursuant  to Article  VIII of the  Bylaws of the  Company,  reasonable  expenses
incurred in any proceeding  shall be paid by the Company in advance of the final
disposition  of such  proceeding  if authorized by the Board of Directors in the
specific  case, or if authorized in accordance  with  procedures  adopted by the
Board of Directors, upon receipt of a written undertaking executed personally by
or on behalf of the director, officer, employee or agent to repay such amount if
it  shall  ultimately  be  determined  that  he or  she is  not  entitled  to be
indemnified by the Company,  and a written  affirmation of his or her good faith
belief  that  he  or  she  has  met  the   standard  of  conduct   required  for
indemnification.

The foregoing  rights of  indemnification  and  advancement  of expenses are not
intended to be  exclusive of any other right to which those  indemnified  may be
entitled, and the Company has reserved the right to provide additional indemnity
and rights to its  directors,  officers,  employees or agents to the extent they
are consistent with law.

The Company carries  insurance for the purpose of providing  indemnification  to
its directors  and officers.  Such policy  provides for  indemnification  of the
Company for losses and expenses it might incur to its directors and officers for
successful  defense of claims  alleging  negligent  acts,  errors,  omissions or
breach of duty while  acting in their  capacity as  directors  or  officers  and
indemnification  of its  directors  and officers for losses and expense upon the
unsuccessful defense of such claims.

Item 8.     Exhibits.

Exhibit
Number

4.1         Articles of Incorporation of the Company,  as amended,  incorporated
            by reference to Exhibit 4.1 to the Company's  Registration Statement
            on Form S-8 filed with the  Securities  and Exchange  Commission  on
            April 18, 1997 (File No. 333-25401).

4.2         Bylaws,  as amended,  of the Company,  incorporated  by reference to
            Exhibit  3.2 to the  Company's  Annual  Report  on Form 10-K for the
            fiscal year ended  December 31, 1996,  as filed with the  Securities
            and Exchange Commission on March 20, 1997.


                                        4

<PAGE>



5    Legal opinion of Kathleen Moates, Deputy General Counsel of the Company, as
     to the legality of the securities being offered.

23.1 Consent of KPMG Peat Marwick LLP.

23.2 The consent of Kathleen Moates,  Deputy General Counsel of the Company,  is
     contained in her opinion filed as Exhibit 5.

24   Powers of Attorney  contained on the signature  pages of this  Registration
     Statement.

Item 9.     Undertakings.

(a)   The Company 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  the  Registration  Statement  or any
            material change to such information in the Registration Statement.

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

      (3)   To remove from  registration by means of a post-effective  amendment
            any of the securities  being  registered  which remain unsold at the
            termination of the offering.

(b)   The Company  hereby  undertakes  that,  for  purposes of  determining  any
      liability  under the Securities  Act, each filing of the Company's  annual
      report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act
      (and, where  applicable,  each filing of an employee benefit plan's annual
      report pursuant to Section 15(d) of the Exchange Act) 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.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     Company pursuant to the foregoing provisions, or otherwise, the Company 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 and is, therefore,  unenforceable. In the event that a claim
     for indemnification against such liabilities (other than the payment by the
     Company of expenses incurred or paid by a director,  officer or controlling
     person of the  Company 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 Company will, unless
     in the opinion of its counsel the matter has been settled by

                                        5

<PAGE>



      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  and  will  be  governed  by the  final
      adjudication of such issue.


                                        6

<PAGE>



                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all  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.

                                               TOTAL SYSTEM SERVICES, INC.
                                               (Registrant)


December 8, 1997                               By:/s/Richard W. Ussery
                                                  --------------------
                                                  Richard W. Ussery,
                                                  Chairman and
                                                  Principal Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below constitutes and appoints James H. Blanchard,  Richard W. Ussery and Philip
W.  Tomlinson,  and each of them,  his true and lawful  attorney(s)-in-fact  and
agent(s), with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities,  to sign any or all amendments
to this  Registration  Statement  and to file the same,  with all  exhibits  and
schedules  thereto,  and  other  documents  in  connection  therewith,  with the
Securities and Exchange Commission,  granting unto said  attorney(s)-in-fact and
agent(s) full power and authority to do and perform each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming   all  that   said   attorney(s)-in-fact   and   agent(s)   or  their
substitute(s), may lawfully do or cause to be done by virtue hereof.

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


/s/James H. Blanchard                                   Date: December 8, 1997
------------------------------------------------
James H. Blanchard,
Director and Chairman of the
Executive Committee


/s/Richard W. Ussery                                    Date: December 8, 1997
------------------------------------------------
Richard W. Ussery,
Chairman of the Board
and Principal Executive Officer


<PAGE>



/s/Philip W. Tomlinson                                  Date: December 8, 1997
--------------------------------------------------
Philip W. Tomlinson,
President
and Director


/s/James B. Lipham                                      Date: December 8, 1997
-------------------------------------------------
James B. Lipham,
Executive Vice President, Treasurer, Principal
Accounting and Financial Officer


/s/William A. Pruett                                    Date: December 8, 1997
-------------------------------------------------
William A. Pruett,
Executive Vice President


/s/M. Troy Woods                                        Date: December 8, 1997
--------------------------------------------------
M. Troy Woods,
Executive Vice President


/s/Griffin B. Bell                                      Date: December 8, 1997
--------------------------------------------------
Griffin B. Bell,
Director


/s/Richard Y. Bradley                                   Date: December 8, 1997
--------------------------------------------------
Richard Y. Bradley,
Director


/s/Gardiner W. Garrard, Jr.,                            Date: December 8, 1997
--------------------------------------------------
Gardiner W. Garrard, Jr.,
Director


/s/John P. Illges, III                                  Date: December 8, 1997
---------------------------------------------------
John P. Illges, III,
Director


/s/Mason H. Lampton                                     Date: December 8, 1997
--------------------------------------------------
Mason H. Lampton,
Director





<PAGE>


/s/Samuel A. Nunn                                       Date: December 8, 1997
--------------------------------------------------
Samuel A. Nunn,
Director


/s/H. Lynn Page                                         Date: December 8, 1997
-------------------------------------------------
H. Lynn Page,
Director


/s/W. Walter Miller, Jr.                                Date: December 8, 1997
------------------------------------------------
W. Walter Miller, Jr.,
Director


/s/William B. Turner                                    Date: December 8, 1997
------------------------------------------------
William B. Turner,
Director


/s/George C. Woodruff, Jr.                              Date: December 8, 1997
------------------------------------------------
George C. Woodruff, Jr.,
Director


/s/James D. Yancey                                      Date: December 8, 1997
------------------------------------------------
James D. Yancey,
Director

filings\s-8.dec




<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number                     Description

 4.1                       Articles of Incorporation of the Company, as amended,
                           incorporated  by  reference  to  Exhibit  4.1  to the
                           Company's  Registration  Statement  on Form S-8 filed
                           with the Securities and Exchange  Commission on April
                           18, 1997 (File No. 333-25401).

 4.2                       Bylaws, as amended, of the Company  incorporated,  by
                           reference  to  Exhibit  3.2 to the  Company's  Annual
                           Report  on  Form  10-K  for  the  fiscal  year  ended
                           December 31, 1996, as filed with the  Securities  and
                           Exchange Commission on March 20, 1997.

 5                         Legal  opinion of  Kathleen  Moates,  Deputy  General
                           Counsel of the  Company,  as to the  legality  of the
                           securities being offered.

23.1                       Consent of KPMG Peat Marwick LLP.

23.2                       The consent of Kathleen Moates, Deputy
                           General Counsel of the Company, is
                           contained in her opinion filed as Exhibit 5.

24                         Powers of Attorney contained on the
                           signature pages of this Registration
                           Statement.

filings\tss\exindxs8.dec



<PAGE>
[{"type": "S-8", "sequence": "1", "description": "S-8 FILING", "secsgml_size_bytes": 23193}]
{"company-data": {"conformed-name": "TOTAL SYSTEM SERVICES INC", "cik": "0000721683", "assigned-sic": "7374", "irs-number": "581493818", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41775", "film-number": "97734626"}, "business-address": {"street1": "1200 SIXTH AVENUE", "street2": "P O BOX 1755", "city": "COLUMBUS", "state": "GA", "zip": "31901", "phone": "7066492267"}, "mail-address": {"street1": "1200 SISTH AVENUE", "city": "COLUMBUS", "state": "GA", "zip": "31901"}}
As filed with the Securities and Exchange Commission on December 9, 1997.

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                           TOTAL SYSTEM SERVICES, INC.
             (Exact name of registrant as specified in its charter)

         Georgia                                              54-1493818
  (State or other jurisdiction of                           (IRS Employer
  incorporation or organization)                           Identification No.)

     1200 Sixth Avenue
    Columbus, Georgia                                           31901
    (Address of Principal                                     (Zip Code)
      Executive Offices)
         --------------------------------------------------------------
            TOTAL SYSTEM SERVICES, INC. 1992 LONG-TERM INCENTIVE PLAN
                            (Full Title of the Plan)
         --------------------------------------------------------------
                                 Kathleen Moates
                             Deputy General Counsel
                                901 Front Avenue
                                    Suite 202
                             Columbus, Georgia 31901
                                 (706) 649-4818

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================
       Title of                                      Proposed               Proposed
      Securities               Amount                 Maximum                Maximum               Amount of
         to be                  to be                Offering               Aggregate            Registration
      Registered             Registered           Price Per Share        Offering Price               Fee
-------------------------------------------------------------------------------------------------------------------
Common Stock,
$.10 par value               533,500              $27.84(1)            $14,852,640(1)            $4,382
(1)      Determined  pursuant to Rule 457(h)  under the  Securities  Act of 1933
         solely  for  the  purpose  of  calculating  the  registration  fee  and
         represents  the average of the high and low prices of the Common  Stock
         of Total  System  Services,  Inc.  on the New York  Stock  Exchange  on
         December 4, 1997.
1
TOTAL SYSTEM SERVICES, INC. 1992 LONG-TERM INCENTIVE PLAN
                      -------------------------------------

           INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT.
The contents of Registration Statement No. 333-25401 are incorporated herein by 
                                   reference.
                      -------------------------------------

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The  following  documents  and  information  previously  filed by  Total  System
Services,  Inc. (the "Company") with the Securities and Exchange  Commission are
incorporated  herein by  reference  in this  Registration  Statement as of their
respective dates:

a.    The  Company's  Annual  Report  on  Form  10-K  for  the fiscal year ended
      December 31, 1996.

b.    All other reports filed  pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 (the "Exchange Act") since the end of the fiscal year
      covered by the Annual Report referred to in paragraph (a) above.

c.    The  description of the Company's  Common Stock contained in the Company's
      Registration  Statement on Form 8-A filed with the Securities and Exchange
      Commission on May 17, 1989.

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

Item 6.     Indemnification of Directors and Officers.

Subsection  (a) of Section  14-2-851 of the Georgia  Business  Corporation  Code
provides  that a corporation  may  indemnify or obligate  itself to indemnify an
individual  made a party to a proceeding  because he or she is or was a director
against  liability  incurred  in the  proceeding  if such  individual  conducted
himself or herself in good faith and such individual reasonably believed, in the
case of conduct  in an  official  capacity,  that such  conduct  was in the best
interests of the corporation  and, in all other cases,  that such conduct was at
least not opposed to the best interests of the  corporation  and, in the case of
any criminal proceeding, such individual had no reasonable cause to believe such
conduct was unlawful. Subsection (d) of Section 14-2-851 of the Georgia Business
Corporation  Code provides  that a  corporation  may not indemnify a director in
connection with a proceeding by or in the right

                                        2
of the corporation  except for reasonable  expenses incurred if it is determined
that the  director has met the relevant  standard of conduct,  or in  connection
with any  proceeding  with  respect to conduct  under  Section  14-2-851  of the
Georgia Business  Corporation Code for which he was adjudged liable on the basis
that  personal  benefit  was  improperly  received by him.  Notwithstanding  the
foregoing, pursuant to Section 14-2-854 of the Georgia Business Corporation Code
a court may order a corporation  to indemnify a director or advance  expenses if
such court determines that the director is entitled to indemnification under the
Georgia Business  Corporation Code or that the director is fairly and reasonably
entitled to indemnification in view of all the relevant  circumstances,  whether
or not such  director met the standard of conduct set forth in  subsections  (a)
and (b) of Section 14-2-851 of the Georgia Business  Corporation Code, failed to
comply with Section  14-2-853 of the Georgia  Business  Corporation  Code or was
adjudged  liable as  described  in  paragraph  (1) or (2) of  subsection  (d) of
Section 14-2-851 of the Georgia Business Corporation Code.

Section 14-2-852 of the Georgia  Business  Corporation Code provides that to the
extent that a director has been successful,  on the merits or otherwise,  in the
defense of any proceeding to which he was a party, because he or she is or was a
director of the  corporation,  the  corporation  shall  indemnify  the  director
against reasonable expenses incurred by the director in connection therewith.

Section  14-2-857 of the  Georgia  Business  Corporation  Code  provides  that a
corporation may indemnify and advance  expenses to an officer of the corporation
who  is a  party  to a  proceeding  because  he or  she  is an  officer  of  the
corporation  to the same extent as a director and if he or she is not a director
to such  further  extent as may be  provided in its  articles of  incorporation,
bylaws,  action of its board of  directors  or  contract  except  for  liability
arising  out of conduct  specified  in  Section  14-2-857(a)(2)  of the  Georgia
Business  Corporation Code. Section 14-2-857 of the Georgia Business Corporation
Code also provides that an officer of the  corporation  who is not a director is
entitled to mandatory  indemnification under Section 14-2-852 and is entitled to
apply for court ordered  indemnification  or advances for expenses under Section
14-2-854,  in each case to the same extent as a director.  In addition,  Section
14-2-857  provides that a corporation may also indemnify and advance expenses to
an employee or agent who is not a director to the extent, consistent with public
policy, that may be provided by its articles of incorporation, bylaws, action of
its board of directors or contract.

In accordance with Article VIII of the Company's Bylaws,  every person who is or
was (and the heirs and  personal  representatives  of such  person) a  director,
officer, employee or agent of the Company shall be indemnified and held harmless
by the Company from and against the  obligation  to pay a judgment,  settlement,
penalty,  fine  (including  an excise tax  assessed  with respect to an employee
benefits  plan),  and  reasonable  expenses   (including   attorneys'  fees  and
disbursements)  that may be imposed upon or incurred by him or her in connection
with or resulting from any threatened,  pending, or completed,  action, suit, or
proceeding, whether civil, criminal,  administrative,  investigative,  formal or
informal,  in which he or she is, or is threatened to be made, a named defendant
or respondent: (a) because he or she is or was a director, officer, employee, or
agent of the Company;  (b) because he or she or is or was serving at the request
of the Company as a director, officer, partner, trustee,

                                        3
employee, or agent of another corporation,  partnership,  joint venture,  trust,
employee  benefit plan or other  enterprise;  or (c) because he or she is or was
serving  as  an  employee  of  the   corporation  who  was  employed  to  render
professional  services as a lawyer or accountant to the corporation;  regardless
of whether such person is acting in such a capacity at the time such  obligation
shall have been imposed or incurred,  if (i) such person acted in a manner he or
she believed in good faith to be in or not opposed to the best  interest of such
corporation, and, with respect to any criminal proceeding, if such person had no
reasonable  cause to believe  his or her  conduct  was  unlawful  or (ii),  with
respect to an employee benefit plan, such person believed in good faith that his
or her conduct was in the interests of the participants in and  beneficiaries of
the plan.

Pursuant  to Article  VIII of the  Bylaws of the  Company,  reasonable  expenses
incurred in any proceeding  shall be paid by the Company in advance of the final
disposition  of such  proceeding  if authorized by the Board of Directors in the
specific  case, or if authorized in accordance  with  procedures  adopted by the
Board of Directors, upon receipt of a written undertaking executed personally by
or on behalf of the director, officer, employee or agent to repay such amount if
it  shall  ultimately  be  determined  that  he or  she is  not  entitled  to be
indemnified by the Company,  and a written  affirmation of his or her good faith
belief  that  he  or  she  has  met  the   standard  of  conduct   required  for
indemnification.

The foregoing  rights of  indemnification  and  advancement  of expenses are not
intended to be  exclusive of any other right to which those  indemnified  may be
entitled, and the Company has reserved the right to provide additional indemnity
and rights to its  directors,  officers,  employees or agents to the extent they
are consistent with law.

The Company carries  insurance for the purpose of providing  indemnification  to
its directors  and officers.  Such policy  provides for  indemnification  of the
Company for losses and expenses it might incur to its directors and officers for
successful  defense of claims  alleging  negligent  acts,  errors,  omissions or
breach of duty while  acting in their  capacity as  directors  or  officers  and
indemnification  of its  directors  and officers for losses and expense upon the
unsuccessful defense of such claims.

Item 8.     Exhibits.

Exhibit
Number

4.1         Articles of Incorporation of the Company,  as amended,  incorporated
            by reference to Exhibit 4.1 to the Company's  Registration Statement
            on Form S-8 filed with the  Securities  and Exchange  Commission  on
            April 18, 1997 (File No. 333-25401).

4.2         Bylaws,  as amended,  of the Company,  incorporated  by reference to
            Exhibit  3.2 to the  Company's  Annual  Report  on Form 10-K for the
            fiscal year ended  December 31, 1996,  as filed with the  Securities
            and Exchange Commission on March 20, 1997.

                                        4
5    Legal opinion of Kathleen Moates, Deputy General Counsel of the Company, as
     to the legality of the securities being offered.

23.1 Consent of KPMG Peat Marwick LLP.

23.2 The consent of Kathleen Moates,  Deputy General Counsel of the Company,  is
     contained in her opinion filed as Exhibit 5.

24   Powers of Attorney  contained on the signature  pages of this  Registration
     Statement.

Item 9.     Undertakings.

(a)   The Company 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  the  Registration  Statement  or any
            material change to such information in the Registration Statement.

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

      (3)   To remove from  registration by means of a post-effective  amendment
            any of the securities  being  registered  which remain unsold at the
            termination of the offering.

(b)   The Company  hereby  undertakes  that,  for  purposes of  determining  any
      liability  under the Securities  Act, each filing of the Company's  annual
      report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act
      (and, where  applicable,  each filing of an employee benefit plan's annual
      report pursuant to Section 15(d) of the Exchange Act) 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.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     Company pursuant to the foregoing provisions, or otherwise, the Company 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 and is, therefore,  unenforceable. In the event that a claim
     for indemnification against such liabilities (other than the payment by the
     Company of expenses incurred or paid by a director,  officer or controlling
     person of the  Company 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 Company will, unless
     in the opinion of its counsel the matter has been settled by

                                        5
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  and  will  be  governed  by the  final
      adjudication of such issue.

                                        6
SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all  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.

                                               TOTAL SYSTEM SERVICES, INC.
                                               (Registrant)

December 8, 1997                               By:/s/Richard W. Ussery
                                                  --------------------
                                                  Richard W. Ussery,
                                                  Chairman and
                                                  Principal Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below constitutes and appoints James H. Blanchard,  Richard W. Ussery and Philip
W.  Tomlinson,  and each of them,  his true and lawful  attorney(s)-in-fact  and
agent(s), with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities,  to sign any or all amendments
to this  Registration  Statement  and to file the same,  with all  exhibits  and
schedules  thereto,  and  other  documents  in  connection  therewith,  with the
Securities and Exchange Commission,  granting unto said  attorney(s)-in-fact and
agent(s) full power and authority to do and perform each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming   all  that   said   attorney(s)-in-fact   and   agent(s)   or  their
substitute(s), may lawfully do or cause to be done by virtue hereof.

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

/s/James H. Blanchard                                   Date: December 8, 1997
------------------------------------------------
James H. Blanchard,
Director and Chairman of the
Executive Committee

/s/Richard W. Ussery                                    Date: December 8, 1997
------------------------------------------------
Richard W. Ussery,
Chairman of the Board
and Principal Executive Officer
/s/Philip W. Tomlinson                                  Date: December 8, 1997
--------------------------------------------------
Philip W. Tomlinson,
President
and Director

/s/James B. Lipham                                      Date: December 8, 1997
-------------------------------------------------
James B. Lipham,
Executive Vice President, Treasurer, Principal
Accounting and Financial Officer

/s/William A. Pruett                                    Date: December 8, 1997
-------------------------------------------------
William A. Pruett,
Executive Vice President

/s/M. Troy Woods                                        Date: December 8, 1997
--------------------------------------------------
M. Troy Woods,
Executive Vice President

/s/Griffin B. Bell                                      Date: December 8, 1997
--------------------------------------------------
Griffin B. Bell,
Director

/s/Richard Y. Bradley                                   Date: December 8, 1997
--------------------------------------------------
Richard Y. Bradley,
Director

/s/Gardiner W. Garrard, Jr.,                            Date: December 8, 1997
--------------------------------------------------
Gardiner W. Garrard, Jr.,
Director

/s/John P. Illges, III                                  Date: December 8, 1997
---------------------------------------------------
John P. Illges, III,
Director

/s/Mason H. Lampton                                     Date: December 8, 1997
--------------------------------------------------
Mason H. Lampton,
Director
/s/Samuel A. Nunn                                       Date: December 8, 1997
--------------------------------------------------
Samuel A. Nunn,
Director

/s/H. Lynn Page                                         Date: December 8, 1997
-------------------------------------------------
H. Lynn Page,
Director

/s/W. Walter Miller, Jr.                                Date: December 8, 1997
------------------------------------------------
W. Walter Miller, Jr.,
Director

/s/William B. Turner                                    Date: December 8, 1997
------------------------------------------------
William B. Turner,
Director

/s/George C. Woodruff, Jr.                              Date: December 8, 1997
------------------------------------------------
George C. Woodruff, Jr.,
Director

/s/James D. Yancey                                      Date: December 8, 1997
------------------------------------------------
James D. Yancey,
Director

filings\s-8.dec
EXHIBIT INDEX

Exhibit
Number                     Description

 4.1                       Articles of Incorporation of the Company, as amended,
                           incorporated  by  reference  to  Exhibit  4.1  to the
                           Company's  Registration  Statement  on Form S-8 filed
                           with the Securities and Exchange  Commission on April
                           18, 1997 (File No. 333-25401).

 4.2                       Bylaws, as amended, of the Company  incorporated,  by
                           reference  to  Exhibit  3.2 to the  Company's  Annual
                           Report  on  Form  10-K  for  the  fiscal  year  ended
                           December 31, 1996, as filed with the  Securities  and
                           Exchange Commission on March 20, 1997.

 5                         Legal  opinion of  Kathleen  Moates,  Deputy  General
                           Counsel of the  Company,  as to the  legality  of the
                           securities being offered.

23.1                       Consent of KPMG Peat Marwick LLP.

23.2                       The consent of Kathleen Moates, Deputy
                           General Counsel of the Company, is
                           contained in her opinion filed as Exhibit 5.

24                         Powers of Attorney contained on the
                           signature pages of this Registration
                           Statement.

filings\tss\exindxs8.dec