<PAGE>  1

<TABLE>
<CAPTION>
<S>                  <C>            <C>          <C>           <C>             <C>                      <C>


As filed with the Securities and Exchange Commission on March __, 1999
                                                                                    Registration No. 000-__________
-------------------------------------------------------------------------------------------------------------------


                       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 Registrant as Specified in its Charter)


         Delaware                             6099                                 04-2462252
-------------------------------------------------------------------------------------------------------------------
(State or Other Jurisdiction of      (Primary Standard Industrial    (I.R.S. Employer Identification No.)
 Incorporation or Organization)       Classification Code Number)


  2525 Horizon Lake Drive, Suite 120, Memphis, Tennessee 38133; (901) 371-8000
-------------------------------------------------------------------------------------------------------------------
(Address, including ZIP code, and telephone number, including  area code, of registrant's principal executive offices)


      Electronic Payment Services, Inc. 1995 Stock Option Plan, as amended
-------------------------------------------------------------------------------------------------------------------
                            (Full title of the plans)

Thomas J. Dowling                                 WITH COPIES TO:
Chief Financial Officer                           Cynthia W. Young, Esq.
Concord EFS, Inc.                                 Wyatt, Tarrant & Combs
2525 Horizon Lake Drive, Suite 120                2800 Citizens Plaza
Memphis, Tennessee 38133                          Louisville, Kentucky  40202
(901) 371-8000                                    (502) 562-722
---------------------------------------
(Name and address of agent for service)


                         Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------
                                             Proposed                 Proposed
Title of securities      Amount to be        maximum offering         maximum aggregate        Amount of
to be registered         registered          price per share          offering price           registration fee


Common Stock,            2,244,795<F1>            $9.23<F2>           $19,044,089.85 <F2>      $5,294.26 <F2>
$0.33 1/3 par value
</TABLE>


<F1> Includes   2,244,795  shares  issuable  under  options  granted  under  the
Electronic Payment Services,  Inc. 1995 Stock Option Plan, as amended, plus such
additional  shares to  prevent  dilution  resulting  from  stock  splits,  stock
dividends or similar transactions.

<F2> Calculated  in  accordance  with Rule 457(h)(1) under Regulation C based on
the price at which  options may be exercised.  Exercise  prices range from $7.59
per share to $9.23 per share; the average exercise price is $8.48.



<PAGE>  2



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference:

               1.   The  Registrant's  Annual   Report on Form 10-K for the year
ended December 31, 1997 (provided that any information  included or incorporated
by reference in response to Items 402(a)(8),  (i), (k), or (l) of Regulation S-K
of the Securities and Exchange Commission shall not be deemed to be incorporated
herein and is not part of the Registration Statement);

               2.   The  Registrant's Quarterly  Reports  on  Form  10-Q for the
quarters ended March 31, 1998, June 30, 1998 and September 30, 1998;

               3.   The Registrant's Current Reports on Form 8-K  dated November
24, 1998 and February 26, 1999;

               4.   The   description  of  the  current  management and Board of
Directors of the Registrant  contained in the Proxy  Statement of the Registrant
filed pursuant to Section 14(a) of the  Securities  Exchange Act of 1934 for the
Registrant's Annual Meeting of Shareholders to be held on May 14, 1998; and

               5.   The  description  of  the  Common  Stock  contained  in  the
Company's  Registration  Statement  on Form 8-A under the  Exchange Act filed on
September 4, 1985,  together with any and all  amendments  and reports filed for
the purpose of updating such description.

     All  documents  subsequently  filed by the  Registrant  pursuant to Section
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold,  shall
be deemed to be incorporated by reference in this registration  statement and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained in a document  incorporated by reference herein and filed prior to the
filing hereof shall be deemed to be modified or superseded  for purposes of this
registration  statement to the extent that a statement contained herein modifies
or supersedes such statement, and any statement contained herein or in any other
document  incorporated  by  reference  herein  shall be deemed to be modified or
superseded  for  purposes of this  registration  statement  to the extent that a
statement  contained  in any other  subsequently  filed  document  which also is
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.

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  LLP,  150  Federal  Street,  Boston,
Massachusetts  02110.  Richard M.  Harter,  a partner of Bingham  Dana LLP, is a
Director and Secretary of the Company.


<PAGE>  3




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  Restated  Certificate  of  Incorporation,  as
amended, provides:

     No  director  of  the  Corporation   shall  be  personally  liable  to  the
     Corporation or to any of its  stockholders  for monetary damages for breach
     of  fiduciary  duty as a director,  notwithstanding  any  provision  of law
     imposing such  liability;  provided,  however,  that to the extent required
     from  time to time by  applicable  law,  this  Article  Seventh  shall  not
     eliminate  or  limit  the  liability  of a  director,  to the  extent  such
     liability  is  provided  by  applicable  law,  (i)  for any  breach  of the
     director's duty of loyalty to the Corporation or its stockholders, (ii) for
     acts or omissions not in good faith or which involve intentional misconduct
     or a knowing  violation of law,  (iii) under  Section 174 of Title 8 of the
     Delaware Code, or (iv) for any transactions from which the director derived
     an improper  personal  benefit.  No  amendment to or repeal of this Article
     Seventh  shall  apply  to have  any  effect  on the  liability  or  alleged
     liability  of any  director for or with respect to any acts or omissions of
     such director  occurring  prior to the effective  date of such amendment or
     repeal.

Article VII of the By-Laws of the Company provides:

     Section  7.1 Right to  Indemnification.  Each  person  who was or is made a
     party or is  threatened  to be made a party to or is otherwise  involved in
     any action, suit or proceeding, whether civil, criminal,  administrative or
     investigative  (a  "Proceeding"),  by  reason  of  being or  having  been a
     director or officer of the  Corporation  or serving or having served at the
     request of the  Corporation as a director,  trustee,  officer,  employee or
     agent of another corporation or of a partnership,  joint venture,  trust or
     other  enterprise,  including  service with respect to an employee  benefit
     plan (an  "Indemnitee"),  whether the basis of such  proceeding  is alleged
     action or failure to act in official  capacity while serving as a director,
     trustee, officer, employee or agent, shall be indemnified and held harmless
     by the Corporation to the fullest extent authorized by the Delaware General
     Corporation  Law, as the same exists or may  hereafter be amended  (but, in
     the case of such amendment,  only to the extent that such amendment permits
     the  Corporation to provide broader  indemnification  rights than permitted
     prior thereto) (as used in this Article VII, the "Delaware  Law"),  against
     all expense,  liability and loss (including  attorney's  fees,  judgements,
     fines,  ERISA  excise taxes or  penalties  and amounts paid in  settlement)
     reasonably  incurred or suffered by such  Indemnitee who has ceased to be a
     director,  trustee,  officer,  employee  or agent  and  shall  inure to the
     benefit of the Indemnitee's heirs, executors and administrators;  provided,
     however  that,  except as provided  in Section  7.2 hereof with  respect to
     Proceedings to enforce rights to  indemnification,  the  Corporation  shall
     indemnify  any such  Indemnitee in  connection  with a Proceeding  (or part
     thereof)  initiated by such  Indemnitee  only if such  Proceeding  (or part
     thereof) was authorized by the board of directors of the  Corporation.  The
     right to indemnification  conferred in this Article VII shall be a contract
     right  and  shall  include  the  right  to be paid by the  Corporation  the
     expenses  incurred in defending any such Proceeding in advance of its final
     disposition (an "Advancement of Expenses");  provided, however, that if the
     Delaware law so requires, and Advance of Expenses incurred by an Indemnitee
     shall be made only upon delivery to the  Corporation of an undertaking  (an
     "Undertaking"), by or on behalf of such Indemnitee, to repay all amounts so
     advanced if it shall  ultimately be determined by final  judicial  decision
     from which  there is not further  right to appeal (a "Final  Adjudication")
     that such  Indemnitee is not entitled to be  indemnified  for such expenses
     under this Article VII or otherwise.


<PAGE>  4




     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

     See Exhibit Index, which is incorporated herein by reference.

ITEM 9.  UNDERTAKINGS

     (a)      The undersigned Registrant hereby undertakes:

              (1) To file,  during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

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

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

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

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

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



<PAGE>  5



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

     (b)  The  undersigned Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in 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.

     (c)  Insofar  as   indemnification  for   liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act 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 Act and will
be governed by the final adjudication of such issue.



<PAGE>  6



                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
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 10th day of
March, 1999.

                                CONCORD EFS, INC.

                                By:/S/ DAN M. PALMER
                                     Dan M. Palmer
                                     Chairman and Chief Executive Officer

              KNOW ALL MEN BY THESE  PRESENTS,  that each person whose signature
appears below  constitutes and appoints Thomas J. Dowling and William E. Lucado,
and each of them,  with the power to act without the other,  his or her true and
lawful  attorneys-in-fact  and  agents,  with  full  power of  substitution  and
resubstitution,  for him or her, and in his or her name, place and stead, in any
and all  capacities,  to sign any and all amendments  (including  post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  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 and to all intents and  purposes as he or she might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  or his  substitute or  substitutes,  may lawfully do or cause to be
done by virtue hereof.

              Pursuant to the  requirements  of the Securities Act of 1933, this
Registration  Statement  on Form S-8 has  been  signed  below  by the  following
persons as of the 10th day of March, 1999 in the capacities indicated.

Name                                    Capacity                        Date


/S/ DAN M. PALMER              Chairman of the Board.            March 10, 1999
Dan M. Palmer                  Chief Executive Officer,
                               Director (Principal
                               Executive Officer)

/S/ THOMAS J. DOWLING          Chief Financial Officer           March 10, 1999
Thomas J. Dowling              (Principal Financial and
                                Accounting Officer)


______________________         President and Director            March __, 1999
Edward A. Labry, III


/S/ DOUGLAS ALTENBERN          Director                          March 10, 1999
Douglas Altenbern


<PAGE>  7






______________________         Director                          March __, 1999
David C. Anderson


______________________         Director                          March __, 1999
J. Richard Buchignani


/S/ RICHARD M. HARTER          Secretary and                     March 10, 1999
Richard M. Harter              Director


/S/ JOYCE KELSO                Director                          March 10, 1999
Joyce Kelso


/S/ RICHARD KIPHART            Director                          March 10, 1999
Richard Kiphart


/S/ JERRY D. MOONEY            Director                          March 10, 1999
Jerry D. Mooney


/S/ PAUL WHITTINGTON           Director                          March 10, 1999
Paul Whittington





<PAGE>  8




                                  EXHIBIT INDEX


   4.1   Restated Certificate of Incorporation of Concord EFS, Inc., as amended.

   4.2   Amended and Restated Bylaws of Concord EFS, Inc.

   5.1   Opinion of Bingham Dana LLP as to the validity of the shares of the
         Common Stock of Concord EFS, Inc.

  23.1   Consent of Ernst & Young LLP, independent accountants  for Concord EFS,
         Inc.

  23.2   Consent  of  Ernst  &  Young  LLP,  independent   accountants  for
         Electronic Payment Services, Inc.

  23.3   Consent of Bingham Dana LLP (included in Exhibit 5.1).

  24.1   Power of Attorney (included on the signature page)

  99.1   Electronic Payment Services, Inc. 1995 Stock Option Plan, as amended

  99.2   Agreement  and Plan of Merger by and among  Concord  EFS,  Inc.,  CEFT,
         Inc., and Electronic  Payment Services,  Inc., dated as of November 20,
         1998.  (incorporated  by reference to the Current Report on Form 8-K of
         Concord EFS, Inc. dated February 26, 1999 (Commission No. 0-13848).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21132}]
{"company-data": {"conformed-name": "CONCORD EFS INC", "cik": "0000740112", "assigned-sic": "6099", "irs-number": "042462252", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74213", "film-number": "99562360"}, "business-address": {"street1": "2525 HORIZON LAKE DR STE 120", "city": "MEMPHIS", "state": "TN", "zip": "38133", "phone": "9013718000"}, "mail-address": {"street1": "2525 HORIZON LAKE DRIVE", "street2": "SUITE 120", "city": "MEMPHIS", "state": "TN", "zip": "38133"}, "former-company": {"former-conformed-name": "CONCORD COMPUTING CORP", "date-changed": "19920515"}}
1
As filed with the Securities and Exchange Commission on March __, 1999
                                                                                    Registration No. 000-__________
-------------------------------------------------------------------------------------------------------------------

                       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 Registrant as Specified in its Charter)

         Delaware                             6099                                 04-2462252
-------------------------------------------------------------------------------------------------------------------
(State or Other Jurisdiction of      (Primary Standard Industrial    (I.R.S. Employer Identification No.)
 Incorporation or Organization)       Classification Code Number)

  2525 Horizon Lake Drive, Suite 120, Memphis, Tennessee 38133; (901) 371-8000
-------------------------------------------------------------------------------------------------------------------
(Address, including ZIP code, and telephone number, including  area code, of registrant's principal executive offices)

      Electronic Payment Services, Inc. 1995 Stock Option Plan, as amended
-------------------------------------------------------------------------------------------------------------------
                            (Full title of the plans)

Thomas J. Dowling                                 WITH COPIES TO:
Chief Financial Officer                           Cynthia W. Young, Esq.
Concord EFS, Inc.                                 Wyatt, Tarrant & Combs
2525 Horizon Lake Drive, Suite 120                2800 Citizens Plaza
Memphis, Tennessee 38133                          Louisville, Kentucky  40202
(901) 371-8000                                    (502) 562-722
---------------------------------------
(Name and address of agent for service)

                         Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------
                                             Proposed                 Proposed
Title of securities      Amount to be        maximum offering         maximum aggregate        Amount of
to be registered         registered          price per share          offering price           registration fee

Common Stock,            2,244,795
$9.23
$19,044,089.85
$5,294.26
$0.33 1/3 par value
Includes   2,244,795  shares  issuable  under  options  granted  under  the
Electronic Payment Services,  Inc. 1995 Stock Option Plan, as amended, plus such
additional  shares to  prevent  dilution  resulting  from  stock  splits,  stock
dividends or similar transactions.
Calculated  in  accordance  with Rule 457(h)(1) under Regulation C based on
the price at which  options may be exercised.  Exercise  prices range from $7.59
per share to $9.23 per share; the average exercise price is $8.48.
2

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference:

               1.   The  Registrant's  Annual   Report on Form 10-K for the year
ended December 31, 1997 (provided that any information  included or incorporated
by reference in response to Items 402(a)(8),  (i), (k), or (l) of Regulation S-K
of the Securities and Exchange Commission shall not be deemed to be incorporated
herein and is not part of the Registration Statement);

               2.   The  Registrant's Quarterly  Reports  on  Form  10-Q for the
quarters ended March 31, 1998, June 30, 1998 and September 30, 1998;

               3.   The Registrant's Current Reports on Form 8-K  dated November
24, 1998 and February 26, 1999;

               4.   The   description  of  the  current  management and Board of
Directors of the Registrant  contained in the Proxy  Statement of the Registrant
filed pursuant to Section 14(a) of the  Securities  Exchange Act of 1934 for the
Registrant's Annual Meeting of Shareholders to be held on May 14, 1998; and

               5.   The  description  of  the  Common  Stock  contained  in  the
Company's  Registration  Statement  on Form 8-A under the  Exchange Act filed on
September 4, 1985,  together with any and all  amendments  and reports filed for
the purpose of updating such description.

     All  documents  subsequently  filed by the  Registrant  pursuant to Section
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold,  shall
be deemed to be incorporated by reference in this registration  statement and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained in a document  incorporated by reference herein and filed prior to the
filing hereof shall be deemed to be modified or superseded  for purposes of this
registration  statement to the extent that a statement contained herein modifies
or supersedes such statement, and any statement contained herein or in any other
document  incorporated  by  reference  herein  shall be deemed to be modified or
superseded  for  purposes of this  registration  statement  to the extent that a
statement  contained  in any other  subsequently  filed  document  which also is
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.

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  LLP,  150  Federal  Street,  Boston,
Massachusetts  02110.  Richard M.  Harter,  a partner of Bingham  Dana LLP, is a
Director and Secretary of the Company.
3

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  Restated  Certificate  of  Incorporation,  as
amended, provides:

     No  director  of  the  Corporation   shall  be  personally  liable  to  the
     Corporation or to any of its  stockholders  for monetary damages for breach
     of  fiduciary  duty as a director,  notwithstanding  any  provision  of law
     imposing such  liability;  provided,  however,  that to the extent required
     from  time to time by  applicable  law,  this  Article  Seventh  shall  not
     eliminate  or  limit  the  liability  of a  director,  to the  extent  such
     liability  is  provided  by  applicable  law,  (i)  for any  breach  of the
     director's duty of loyalty to the Corporation or its stockholders, (ii) for
     acts or omissions not in good faith or which involve intentional misconduct
     or a knowing  violation of law,  (iii) under  Section 174 of Title 8 of the
     Delaware Code, or (iv) for any transactions from which the director derived
     an improper  personal  benefit.  No  amendment to or repeal of this Article
     Seventh  shall  apply  to have  any  effect  on the  liability  or  alleged
     liability  of any  director for or with respect to any acts or omissions of
     such director  occurring  prior to the effective  date of such amendment or
     repeal.

Article VII of the By-Laws of the Company provides:

     Section  7.1 Right to  Indemnification.  Each  person  who was or is made a
     party or is  threatened  to be made a party to or is otherwise  involved in
     any action, suit or proceeding, whether civil, criminal,  administrative or
     investigative  (a  "Proceeding"),  by  reason  of  being or  having  been a
     director or officer of the  Corporation  or serving or having served at the
     request of the  Corporation as a director,  trustee,  officer,  employee or
     agent of another corporation or of a partnership,  joint venture,  trust or
     other  enterprise,  including  service with respect to an employee  benefit
     plan (an  "Indemnitee"),  whether the basis of such  proceeding  is alleged
     action or failure to act in official  capacity while serving as a director,
     trustee, officer, employee or agent, shall be indemnified and held harmless
     by the Corporation to the fullest extent authorized by the Delaware General
     Corporation  Law, as the same exists or may  hereafter be amended  (but, in
     the case of such amendment,  only to the extent that such amendment permits
     the  Corporation to provide broader  indemnification  rights than permitted
     prior thereto) (as used in this Article VII, the "Delaware  Law"),  against
     all expense,  liability and loss (including  attorney's  fees,  judgements,
     fines,  ERISA  excise taxes or  penalties  and amounts paid in  settlement)
     reasonably  incurred or suffered by such  Indemnitee who has ceased to be a
     director,  trustee,  officer,  employee  or agent  and  shall  inure to the
     benefit of the Indemnitee's heirs, executors and administrators;  provided,
     however  that,  except as provided  in Section  7.2 hereof with  respect to
     Proceedings to enforce rights to  indemnification,  the  Corporation  shall
     indemnify  any such  Indemnitee in  connection  with a Proceeding  (or part
     thereof)  initiated by such  Indemnitee  only if such  Proceeding  (or part
     thereof) was authorized by the board of directors of the  Corporation.  The
     right to indemnification  conferred in this Article VII shall be a contract
     right  and  shall  include  the  right  to be paid by the  Corporation  the
     expenses  incurred in defending any such Proceeding in advance of its final
     disposition (an "Advancement of Expenses");  provided, however, that if the
     Delaware law so requires, and Advance of Expenses incurred by an Indemnitee
     shall be made only upon delivery to the  Corporation of an undertaking  (an
     "Undertaking"), by or on behalf of such Indemnitee, to repay all amounts so
     advanced if it shall  ultimately be determined by final  judicial  decision
     from which  there is not further  right to appeal (a "Final  Adjudication")
     that such  Indemnitee is not entitled to be  indemnified  for such expenses
     under this Article VII or otherwise.
4

     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

     See Exhibit Index, which is incorporated herein by reference.

ITEM 9.  UNDERTAKINGS

     (a)      The undersigned Registrant hereby undertakes:

              (1) To file,  during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

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

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

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

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

              (2)   That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.
5

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

     (b)  The  undersigned Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in 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.

     (c)  Insofar  as   indemnification  for   liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act 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 Act and will
be governed by the final adjudication of such issue.
6

                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
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 10th day of
March, 1999.

                                CONCORD EFS, INC.

                                By:/S/ DAN M. PALMER
                                     Dan M. Palmer
                                     Chairman and Chief Executive Officer

              KNOW ALL MEN BY THESE  PRESENTS,  that each person whose signature
appears below  constitutes and appoints Thomas J. Dowling and William E. Lucado,
and each of them,  with the power to act without the other,  his or her true and
lawful  attorneys-in-fact  and  agents,  with  full  power of  substitution  and
resubstitution,  for him or her, and in his or her name, place and stead, in any
and all  capacities,  to sign any and all amendments  (including  post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  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 and to all intents and  purposes as he or she might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  or his  substitute or  substitutes,  may lawfully do or cause to be
done by virtue hereof.

              Pursuant to the  requirements  of the Securities Act of 1933, this
Registration  Statement  on Form S-8 has  been  signed  below  by the  following
persons as of the 10th day of March, 1999 in the capacities indicated.

Name                                    Capacity                        Date

/S/ DAN M. PALMER              Chairman of the Board.            March 10, 1999
Dan M. Palmer                  Chief Executive Officer,
                               Director (Principal
                               Executive Officer)

/S/ THOMAS J. DOWLING          Chief Financial Officer           March 10, 1999
Thomas J. Dowling              (Principal Financial and
                                Accounting Officer)

______________________         President and Director            March __, 1999
Edward A. Labry, III

/S/ DOUGLAS ALTENBERN          Director                          March 10, 1999
Douglas Altenbern
7

______________________         Director                          March __, 1999
David C. Anderson

______________________         Director                          March __, 1999
J. Richard Buchignani

/S/ RICHARD M. HARTER          Secretary and                     March 10, 1999
Richard M. Harter              Director

/S/ JOYCE KELSO                Director                          March 10, 1999
Joyce Kelso

/S/ RICHARD KIPHART            Director                          March 10, 1999
Richard Kiphart

/S/ JERRY D. MOONEY            Director                          March 10, 1999
Jerry D. Mooney

/S/ PAUL WHITTINGTON           Director                          March 10, 1999
Paul Whittington
8

                                  EXHIBIT INDEX

   4.1   Restated Certificate of Incorporation of Concord EFS, Inc., as amended.

   4.2   Amended and Restated Bylaws of Concord EFS, Inc.

   5.1   Opinion of Bingham Dana LLP as to the validity of the shares of the
         Common Stock of Concord EFS, Inc.

  23.1   Consent of Ernst & Young LLP, independent accountants  for Concord EFS,
         Inc.

  23.2   Consent  of  Ernst  &  Young  LLP,  independent   accountants  for
         Electronic Payment Services, Inc.

  23.3   Consent of Bingham Dana LLP (included in Exhibit 5.1).

  24.1   Power of Attorney (included on the signature page)

  99.1   Electronic Payment Services, Inc. 1995 Stock Option Plan, as amended

  99.2   Agreement  and Plan of Merger by and among  Concord  EFS,  Inc.,  CEFT,
         Inc., and Electronic  Payment Services,  Inc., dated as of November 20,
         1998.  (incorporated  by reference to the Current Report on Form 8-K of
         Concord EFS, Inc. dated February 26, 1999 (Commission No. 0-13848).