Registration No. 33-_____


              SECURITIES AND EXCHANGE COMMISSION
                   Washington, DC 20549

                        FORM S-8

  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         USCI, INC.
  (Exact name of registrant as specified in its charter)

Delaware                                    13-3702647
(State or other jurisdiction of            (IRS Employer    
incorporation or organization)          Identification No.)

6115-A Jimmy Carter Boulevard, Norcross, Georgia     30071 
(Address of principal executive offices)         (Zip Code)

  USCI, Inc. Amended and Restated 1992 Stock Option Plan                 
                   (Full title of Plan)

          Bruce A. Hahn, Chief Executive Officer
                     USCI, Inc.
            6115-A Jimmy Carter Boulevard
              Norcross, Georgia 30071
       (Name and address of agent for service)

                   (770) 840-8888
 (Telephone number, including area code, of agent for service)

                 With a copy to:
               Leonard R. Glass, Esq.
     Cole, Schotz, Meisel, Forman & Leonard, P.A.
                 25 Main Street
           Hackensack, New Jersey 07602
<TABLE>
<CAPTION>

     C A L C U L A T I O N   O F   R E G I S T R A T I O N   F E E
============================================================================================
                                        Proposed Maximum   Proposed Maximum    Amount of
Title of Securities    Amount to be     Offering Price     Aggregate           Registration    
to be Registered (1)   Registered       Per Security (2)   Offering Price(2)   Fee
--------------------------------------------------------------------------------------------
<S>                    <C>              <C>                <C>                 <C>  
Common Stock,          613,185 shares   $6.01              $3,686,831          $1,272.00
$.0001 par value

Common Stock,          136,815 shares   $4.75              $  649,872          $  224.00
$.0001 par value

Total                  750,000 shares                      $4,336,703          $1,496.00
============================================================================================
<FN>
(1)  This Registration Statement also covers any additional shares that may
hereafter become issuable as a result of the operation of the anti-dilution
provision of the USCI, Inc. Amended and Restated 1992 Stock Option Plan.  

(2)  Determined in accordance with Rule 457(h), the registration fee is based on
the option exercise price per share for those shares presently subject to options
and, for shares not presently subject to options, on the average of the high and
low prices reported on the Nasdaq National Market on November 12, 1996.
</FN>
/TABLE
<PAGE>
<PAGE>

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents as filed with the Securities and
Exchange Commission (the "Commission") by USCI, Inc. (the
"Company") are hereby incorporated by reference in this
Registration Statement.

     a.   Annual Report of the Company on Form 10-K for the
          fiscal year ended December 31, 1995.

     b.1  Quarterly Report of the Company on Form 10-Q for the
          quarter ended March 31, 1996.

     b.2  Quarterly Report of the Company on Form 10-Q for the
          quarter ended June 30, 1996.

     b.3  Quarterly Report of the Company on Form 10-Q for the
          quarter ended September 30, 1996.

     b.4  Current Reports of the Company on Form 8-K dated
          May 19, 1995, (as amended January 22, 1996); January 5,
          1996; and July 8, 1996.

     c.   The description of the Company's Common Stock, $.0001
          par value per share, as set forth in the Company's
          Registration Statement on Form S-1 on Form S-3. [Reg.
          No. 33-88828] as filed with the Commission and declared
          effective on May 15, 1995.

     All documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the filing of this Registration Statement
and prior to the filing of a post-effective amendment hereto that
indicates that all securities offered have been sold or that
deregisters all such securities then remaining unsold, shall be
deemed to be incorporated herein by reference in this
Registration Statement and to be a part hereof from the date of
filing of such documents.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interest of Named Experts and Counsel.

     The validity of the shares of Common Stock being registered
hereunder has been passed upon for the Company by Cole, Schotz,
Meisel, Forman & Leonard, P.A.  Attorneys in such law firm
beneficially own less than three (3) per cent of the outstanding
shares of the Company's Common Stock.






                         II-1
<PAGE>
<PAGE>

Item 6. Indemnification of Directors and Officers.

     Article Seventh of the Company's Certificate of
Incorporation provides with respect to the indemnification of
directors and officers that the Company shall indemnify to the 
fullest extent permitted by Sections 102(b)(7) and 145 of the
Delaware General Corporation Law, as amended from time to time,
each person that such Sections grant the Company the power to
indemnify.  Article Seventh of the Certificate of Incorporation
of the Company also provides that no director shall be liable to
the Company or any of its stockholders for monetary damages for
breach of fiduciary duty as a director, except with respect to
(1) a breach of the director's duty of loyalty to the Company or
its stockholders, (2) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (3) liability under Section 174 of the Delaware General
Corporation Law or (4) a transaction from which the director
derived an improper personal benefit, it being the intention of
the foregoing provision to eliminate the liability of the
Company's directors to the Company or its stockholders to the
fullest extent permitted by Section 102(b)(7) of Delaware General
Corporation Law, as amended from time to time.

     Article XIII of the bylaws of the Company provides for the
indemnification of directors, officers, employees, and agents of
the Company, as well as others serving at the Company's request
in such capacity for another entity, in certain specific
instances in accordance with the Delaware General Corporation
Law.  In an action brought by or in the right of the Company, the
individual is entitled to indemnification of expenses of defense
or settlement if he acted in good faith, and in a manner
reasonably believed to be in or not opposed to the best interests
of the Company, except that no indemnification may be afforded in
instances where the individual has been adjudged liable to the
Company, unless the court hearing such action determines that
despite the adjudication of liability the individual is fairly
and reasonably entitled to indemnity.  In all other actions, the
individual is entitled to indemnification of expenses, judgments,
fines, and amounts paid in settlement if the individual acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company and, in criminal
proceedings, if he had no reasonable cause to believe his conduct
was unlawful.  The indemnification for any such action (other
than as ordered by a court) may be made by the Company only upon
a determination that indemnification is proper in the
circumstances because the individual met the applicable standard
of conduct.  Such determination must be made by a majority vote
of disinterested directors or, in certain specific instances, by
independent legal counsel or by the stockholders.








                         II-2
<PAGE>
<PAGE>

     The bylaws of the Company provide that the Company may
purchase and maintain insurance on behalf of directors, officers,
employees, and agents, as well as others serving at the Company's
request in such capacity for another entity, against any
liabilities asserted against such persons whether or not the
Company would have the power to indemnify such directors,
officers, employees, or agents against such liability under the
Delaware General Corporation Law.  The Company has purchased and
maintains such insurance pursuant to such authorization for the
officers and the directors of the Company.

Item 7. Exemption from Registration Claimed

     Not Applicable.

Item 8. Exhibits

      4.1 USCI, Inc. Amended and Restated 1992 Stock Option Plan.

      5.  Opinion of Cole, Schotz, Meisel, Forman & Leonard,
          P.A., as to the legality of the shares being
          registered.

     23.1 Consent of Cole, Schotz, Meisel, Forman & Leonard, P.A.
          (included in Exhibit 5 to this Registration Statement).

     23.2 Consent of Arthur Andersen LLP.

     24.1 Power of Attorney (contained on page II-6 hereof).

9. Undertakings.

(a)  The undersigned registrant hereby undertakes:

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

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

          (ii)   To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. 
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 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.

                         II-3
<PAGE>
<PAGE>

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

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

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

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

(b)  The undersigned issuer 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
and Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

(h)  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
provisions described in Item 6 of this Part II, 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, therefor, 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.


                         II-4
<PAGE>
<PAGE>


                           SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933,
the registrant, USCI, Inc., 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 Norcross, State of
Georgia, on the 18th day of November, 1996.

                              USCI, Inc.
                              Registrant


                              By:   /s/ Bruce A. Hahn           
                                   ---------------------------
                                   Bruce A. Hahn, Chairman of
                                   the Board, President and
                                   Chief Executive Officer




































                         II-5<PAGE>
<PAGE>

                        POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose
signature appears below constitutes and appoints Bruce A. Hahn
and Robert J. Kostrinsky, or either of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution,
and resubstitution, for him and in his 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 or 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
attorneys-in-fact and agents or any of them or their or his
substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.  This Power of Attorney may be signed in several
counterparts.

     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.

<TABLE>
<CAPTION>

Signature                            Title                       Date
-------------------------------------------------------------------------------
<S>                           <C>                            <C> 
/s/ Bruce A. Hahn             Chairman of the Board,         November 18, 1996
-------------------------     President and Chief
Bruce A. Hahn                 Executive Officer, Director

/s/ Robert J. Kostrinsky      Chief Financial Officer        November 18, 1996
-------------------------     and Principal
Robert J. Kostrinsky          Accounting Officer  

/s/ Edgar Puthuff
-------------------------     Director                       November 18, 1996
Edgar Puthuff

/s/ Jerome S. Baron
-------------------------     Director                       November 18, 1996
Jerome S. Baron

/s/ Lawrence Burstein
-------------------------     Director                       November 18, 1996
Lawrence Burstein

/s/ Salvatore T. DiMascio
--------------------------    Director                       November 18, 1996
Salvatore T. DiMascio

</TABLE>



                              II-6
<PAGE>
<PAGE>


                            EXHIBIT INDEX



Exhibit No.    Description

4.1            USCI, Inc. Amended and Restated 1992 Stock Option Plan.

5.             Opinion of Cole, Schotz, Meisel, Forman & Leonard, P.A. as to
               the legality of the shares being registered.

23.1           Consent of Cole, Schotz, Meisel, Forman & Leonard, P.A.
               (included in Exhibit 5 to this Registration Statement).

23.2           Consent of Arthur Andersen

24.1           Power of Attorney (contained on page II-6 hereof).





































                              II-7
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17410}]
{"company-data": {"conformed-name": "USCI INC", "cik": "0000907069", "assigned-sic": "7389", "irs-number": "133702647", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16291", "film-number": "96668362"}, "business-address": {"street1": "6115-A JIMMY CARTER BLVD.", "street2": "P.O. BOX 1645", "city": "NORCROSS", "state": "GA", "zip": "30091-1645", "phone": "770-840-8888"}, "mail-address": {"street1": "6140 C NORTHBELT PKWY", "city": "NORCROSS", "state": "GA", "zip": "30071"}, "former-company": {"former-conformed-name": "TRINITY SIX INC", "date-changed": "19930616"}}
Registration No. 33-_____

              SECURITIES AND EXCHANGE COMMISSION
                   Washington, DC 20549

                        FORM S-8

  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         USCI, INC.
  (Exact name of registrant as specified in its charter)

Delaware                                    13-3702647
(State or other jurisdiction of            (IRS Employer    
incorporation or organization)          Identification No.)

6115-A Jimmy Carter Boulevard, Norcross, Georgia     30071 
(Address of principal executive offices)         (Zip Code)

  USCI, Inc. Amended and Restated 1992 Stock Option Plan                 
                   (Full title of Plan)

          Bruce A. Hahn, Chief Executive Officer
                     USCI, Inc.
            6115-A Jimmy Carter Boulevard
              Norcross, Georgia 30071
       (Name and address of agent for service)

                   (770) 840-8888
 (Telephone number, including area code, of agent for service)

                 With a copy to:
               Leonard R. Glass, Esq.
     Cole, Schotz, Meisel, Forman & Leonard, P.A.
                 25 Main Street
           Hackensack, New Jersey 07602
C A L C U L A T I O N   O F   R E G I S T R A T I O N   F E E
============================================================================================
                                        Proposed Maximum   Proposed Maximum    Amount of
Title of Securities    Amount to be     Offering Price     Aggregate           Registration    
to be Registered (1)   Registered       Per Security (2)   Offering Price(2)   Fee
--------------------------------------------------------------------------------------------
Common Stock,          613,185 shares   $6.01              $3,686,831          $1,272.00
$.0001 par value

Common Stock,          136,815 shares   $4.75              $  649,872          $  224.00
$.0001 par value

Total                  750,000 shares                      $4,336,703          $1,496.00
============================================================================================
(1)  This Registration Statement also covers any additional shares that may
hereafter become issuable as a result of the operation of the anti-dilution
provision of the USCI, Inc. Amended and Restated 1992 Stock Option Plan.  

(2)  Determined in accordance with Rule 457(h), the registration fee is based on
the option exercise price per share for those shares presently subject to options
and, for shares not presently subject to options, on the average of the high and
low prices reported on the Nasdaq National Market on November 12, 1996.
/TABLE
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents as filed with the Securities and
Exchange Commission (the "Commission") by USCI, Inc. (the
"Company") are hereby incorporated by reference in this
Registration Statement.

     a.   Annual Report of the Company on Form 10-K for the
          fiscal year ended December 31, 1995.

     b.1  Quarterly Report of the Company on Form 10-Q for the
          quarter ended March 31, 1996.

     b.2  Quarterly Report of the Company on Form 10-Q for the
          quarter ended June 30, 1996.

     b.3  Quarterly Report of the Company on Form 10-Q for the
          quarter ended September 30, 1996.

     b.4  Current Reports of the Company on Form 8-K dated
          May 19, 1995, (as amended January 22, 1996); January 5,
          1996; and July 8, 1996.

     c.   The description of the Company's Common Stock, $.0001
          par value per share, as set forth in the Company's
          Registration Statement on Form S-1 on Form S-3. [Reg.
          No. 33-88828] as filed with the Commission and declared
          effective on May 15, 1995.

     All documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the filing of this Registration Statement
and prior to the filing of a post-effective amendment hereto that
indicates that all securities offered have been sold or that
deregisters all such securities then remaining unsold, shall be
deemed to be incorporated herein by reference in this
Registration Statement and to be a part hereof from the date of
filing of such documents.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interest of Named Experts and Counsel.

     The validity of the shares of Common Stock being registered
hereunder has been passed upon for the Company by Cole, Schotz,
Meisel, Forman & Leonard, P.A.  Attorneys in such law firm
beneficially own less than three (3) per cent of the outstanding
shares of the Company's Common Stock.

                         II-1
Item 6. Indemnification of Directors and Officers.

     Article Seventh of the Company's Certificate of
Incorporation provides with respect to the indemnification of
directors and officers that the Company shall indemnify to the 
fullest extent permitted by Sections 102(b)(7) and 145 of the
Delaware General Corporation Law, as amended from time to time,
each person that such Sections grant the Company the power to
indemnify.  Article Seventh of the Certificate of Incorporation
of the Company also provides that no director shall be liable to
the Company or any of its stockholders for monetary damages for
breach of fiduciary duty as a director, except with respect to
(1) a breach of the director's duty of loyalty to the Company or
its stockholders, (2) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (3) liability under Section 174 of the Delaware General
Corporation Law or (4) a transaction from which the director
derived an improper personal benefit, it being the intention of
the foregoing provision to eliminate the liability of the
Company's directors to the Company or its stockholders to the
fullest extent permitted by Section 102(b)(7) of Delaware General
Corporation Law, as amended from time to time.

     Article XIII of the bylaws of the Company provides for the
indemnification of directors, officers, employees, and agents of
the Company, as well as others serving at the Company's request
in such capacity for another entity, in certain specific
instances in accordance with the Delaware General Corporation
Law.  In an action brought by or in the right of the Company, the
individual is entitled to indemnification of expenses of defense
or settlement if he acted in good faith, and in a manner
reasonably believed to be in or not opposed to the best interests
of the Company, except that no indemnification may be afforded in
instances where the individual has been adjudged liable to the
Company, unless the court hearing such action determines that
despite the adjudication of liability the individual is fairly
and reasonably entitled to indemnity.  In all other actions, the
individual is entitled to indemnification of expenses, judgments,
fines, and amounts paid in settlement if the individual acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company and, in criminal
proceedings, if he had no reasonable cause to believe his conduct
was unlawful.  The indemnification for any such action (other
than as ordered by a court) may be made by the Company only upon
a determination that indemnification is proper in the
circumstances because the individual met the applicable standard
of conduct.  Such determination must be made by a majority vote
of disinterested directors or, in certain specific instances, by
independent legal counsel or by the stockholders.

                         II-2
The bylaws of the Company provide that the Company may
purchase and maintain insurance on behalf of directors, officers,
employees, and agents, as well as others serving at the Company's
request in such capacity for another entity, against any
liabilities asserted against such persons whether or not the
Company would have the power to indemnify such directors,
officers, employees, or agents against such liability under the
Delaware General Corporation Law.  The Company has purchased and
maintains such insurance pursuant to such authorization for the
officers and the directors of the Company.

Item 7. Exemption from Registration Claimed

     Not Applicable.

Item 8. Exhibits

      4.1 USCI, Inc. Amended and Restated 1992 Stock Option Plan.

      5.  Opinion of Cole, Schotz, Meisel, Forman & Leonard,
          P.A., as to the legality of the shares being
          registered.

     23.1 Consent of Cole, Schotz, Meisel, Forman & Leonard, P.A.
          (included in Exhibit 5 to this Registration Statement).

     23.2 Consent of Arthur Andersen LLP.

     24.1 Power of Attorney (contained on page II-6 hereof).

9. Undertakings.

(a)  The undersigned registrant hereby undertakes:

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

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

          (ii)   To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. 
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 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.

                         II-3
(iii)  To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change in such information
in the registration statement.

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

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

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

(b)  The undersigned issuer 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
and Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

(h)  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
provisions described in Item 6 of this Part II, 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, therefor, 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.

                         II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the registrant, USCI, Inc., 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 Norcross, State of
Georgia, on the 18th day of November, 1996.

                              USCI, Inc.
                              Registrant

                              By:   /s/ Bruce A. Hahn           
                                   ---------------------------
                                   Bruce A. Hahn, Chairman of
                                   the Board, President and
                                   Chief Executive Officer

                         II-5
POWER OF ATTORNEY

     Know All Men By These Presents, that each person whose
signature appears below constitutes and appoints Bruce A. Hahn
and Robert J. Kostrinsky, or either of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution,
and resubstitution, for him and in his 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 or 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
attorneys-in-fact and agents or any of them or their or his
substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.  This Power of Attorney may be signed in several
counterparts.

     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/ Bruce A. Hahn             Chairman of the Board,         November 18, 1996
-------------------------     President and Chief
Bruce A. Hahn                 Executive Officer, Director

/s/ Robert J. Kostrinsky      Chief Financial Officer        November 18, 1996
-------------------------     and Principal
Robert J. Kostrinsky          Accounting Officer  

/s/ Edgar Puthuff
-------------------------     Director                       November 18, 1996
Edgar Puthuff

/s/ Jerome S. Baron
-------------------------     Director                       November 18, 1996
Jerome S. Baron

/s/ Lawrence Burstein
-------------------------     Director                       November 18, 1996
Lawrence Burstein

/s/ Salvatore T. DiMascio
--------------------------    Director                       November 18, 1996
Salvatore T. DiMascio
II-6
EXHIBIT INDEX

Exhibit No.    Description

4.1            USCI, Inc. Amended and Restated 1992 Stock Option Plan.

5.             Opinion of Cole, Schotz, Meisel, Forman & Leonard, P.A. as to
               the legality of the shares being registered.

23.1           Consent of Cole, Schotz, Meisel, Forman & Leonard, P.A.
               (included in Exhibit 5 to this Registration Statement).

23.2           Consent of Arthur Andersen

24.1           Power of Attorney (contained on page II-6 hereof).

                              II-7