As filed with the Securities and Exchange Commission on February 27, 1997

                                                  Registration No. 333- _______

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      TRANSACTION SYSTEMS ARCHITECTS, INC. 
             (Exact name of registrant as specified in its charter)

         Delaware                                         47-0772104 
         (State or other jurisdiction of                  (I.R.S. Employer
         incorporation or organization)                   Identification No.)

         330 South 108th Ave., Omaha, Nebraska             68154 
         (Address of Principal Executive Offices)         (Zip Code)


     Transaction Systems Architects, Inc. 1997 Management Stock Option Plan
                            (Full title of the plan)

                 David P. Stokes, General Counsel and Secretary
                      Transaction Systems Architects, Inc.
                  330 South 108th Ave., Omaha, Nebraska 68154 
                     (Name and address of agent for service)

                                 (402) 390-7600 
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>

                         Calculation of Registration Fee
____________________________________________________________________________________________________

<S>                   <C>                <C>                <C>                 <C>
Title of securities      Amount to be      Proposed             Proposed               Amount of
to be registered         registered       maximum offering       maximum            registration fee
                                           price per unit    aggregate offering
                                                                  price
____________________________________________________________________________________________________ 
Options to purchase       1,050,000           $3.00 (1)         $3,150,000              $955
Class A Common
Stock, par value
$.005 per share
____________________________________________________________________________________________________
Class A Common            1,050,000 shares    $27.1875(2)       $28,546,875 (2)        $8,651
Stock underlying
Options
____________________________________________________________________________________________________
</TABLE>

(1)   Based on an option purchase price of $3.00 for each  share  covered by the
options under the Transaction  Systems  Architects,  Inc. 1997 Management  Stock
Option Plan. 

(2)  Estimated  solely for purposes of calculating the  registration fee 
pursuant  to Rule 457.  The price is based upon the average of the high and
low prices of  Transaction  Systems  Architects,  Inc.  Class A Common  Stock on
February 25, 1997, as reported on the National Association of Securities Dealers
Automated Quotations system.

                            
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Incorporation of Documents by Reference
---------------------------------------

     The documents listed in (a) through (c) below are incorporated by reference
in this  registration  statement  and all  documents  subsequently  filed by the
registrant  pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  prior to the filing of a
post-effective  amendment which 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 the  registration  statement and to be part
thereof from the date of filing of such documents.

     (a) The  registrant's  latest annual report filed pursuant to section 13(a)
or 15(d) of the  Exchange  Act,  or  either:  (1) the  latest  prospectus  filed
pursuant to Rule  424(b)  under the  Securities  Act of 1933,  as amended,  (the
"Act") that contains audited  financial  statements for the registrant's  latest
fiscal year for which such statements  have been filed, or (2) the  registrant's
effective registration statement on Form 10 or 20-F filed under the Exchange Act
containing audited financial statements for the registrant's latest fiscal year.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

     (c) The description of the class of securities  contained in a registration
statement filed under the Exchange Act,  including any amendment or report filed
for the purpose of updating such description.
 

Indemnification of Directors and Officers 
------------------------------------------
     Section  145 of the  Delaware  General  Corporation  Law  provides  for the
indemnification of officers and directors,  subject to certain limitations.  The
Certificate  of   Incorporation  of  the  registrant   expressly   provides  for
indemnification  of an officer or director made a party or threatened to be made
a party to  proceedings by reason of the fact that such person was an officer or
director.  The  Certificate of  Incorporation  also authorizes the registrant to
maintain  officer  and  director  liability  insurance,  and  such a  policy  is
currently in effect.

<PAGE>

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 Act; 

     (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 a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement.

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

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
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  Exchange  Act that  are  incorporated  by
reference  in  this  registration   statement.  

2. That, for the purpose of determining  any liability  under the 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 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 Act, each filing of the registrant'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 Act 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 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>


SIGNATURES  Pursuant to the  requirements  of the  Securities  Act of 1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,    in   the    City   of    Omaha,    State    of    Nebraska,    on
February 27, 1997.  
                                        TRANSACTION SYSTEMS ARCHITECTS, INC. 
                                        By: /s/ William E. Fisher
                                        -------------------------
                                        William E. Fisher, 
                                        Chief  Executive  Officer,
                                        President and Director

                               POWER OF ATTORNEY

     We,  the  undersigned   officers  and  directors  of  Transaction   Systems
Architects,  Inc.,  hereby  severally and  individually  constitute  and appoint
William E. Fisher, Gregory J. Duman, and Dwight G. Hanson, and each of them, the
true and lawful attorneys and agents of each of us to execute in the name, place
and stead of each of us (individually  and in any capacity stated below) any and
all amendments to this  Registration  Statement on Form S-8, and all instruments
necessary or advisable in  connection  therewith,  and to file the same with the
Securities  and Exchange  Commission,  each of said attorneys and agents to have
power to act with or without the other and to have full power and  authority  to
do and  perform in the name and on behalf of each of the  undersigned  every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as any of the undersigned might or could do in person,  and
we hereby  ratify and confirm our  signatures  as they may be signed by our said
attorneys and agents and each of them to any and all such  amendments  and other
instruments.  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 date  indicated.of them to any and all such amendments and
other instruments.

     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 date indicated.



Name                        Title                               Date
----                        -----                               ----
/s/ William E. Fisher       Chief Executive Officer, President     
---------------------       and Director                   
William E. Fisher          (Principal Executive Officer)       February 27, 1997
                                                               -----------------

/s/ Gregory J. Duman        Chief Financial Officer            
--------------------       (Principal Financial Officer)       February 27, 1997
Gregory J. Duman                                               -----------------

/s/ Dwight G.Hanson         Controller                         
-------------------        (Principal Accounting Officer)      February 27, 1997
Dwight G. Hanson                                               -----------------

/s/ David C. Russell        Director                           February 27, 1997
--------------------                                           -----------------
David C. Russell

/s/ Promod Haque            Director                           February 27, 1997
----------------                                               -----------------
Promod Haque

/s/ Frederick L. Bryant     Director                           February 27, 1997
-----------------------                                        -----------------
Frederick L. Bryant

/s/ Charles E. Noell, III   Director                           February 27, 1997
-------------------------                                      -----------------
Charles E. Noell, III


                            Director                           February 27, 1997
----------------                                               -----------------
Jim D. Kever

/s/ Larry G. Fendley        Director                           February 27, 1997
--------------------                                           -----------------
Larry G. Fendley            


<PAGE>

        
                                  EXHIBIT INDEX



Exhibit No.                 Description
-----------                 ------------

5                           Opinion of Legal Counsel

23                          Consent of Arthur Andersen LLP

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 14335}]
{"company-data": {"conformed-name": "TRANSACTION SYSTEMS ARCHITECTS INC", "cik": "0000935036", "assigned-sic": "7372", "irs-number": "470772104", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-22473", "film-number": "97545860"}, "business-address": {"street1": "330 SOUTH 108TH AVE", "city": "OMAHA", "state": "NE", "zip": "68154", "phone": "4023907600"}, "mail-address": {"street1": "330 SOUTH 108TH", "city": "OMAHA", "state": "NE", "zip": "68154"}}
As filed with the Securities and Exchange Commission on February 27, 1997

                                                  Registration No. 333- _______

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      TRANSACTION SYSTEMS ARCHITECTS, INC. 
             (Exact name of registrant as specified in its charter)

         Delaware                                         47-0772104 
         (State or other jurisdiction of                  (I.R.S. Employer
         incorporation or organization)                   Identification No.)

         330 South 108th Ave., Omaha, Nebraska             68154 
         (Address of Principal Executive Offices)         (Zip Code)

     Transaction Systems Architects, Inc. 1997 Management Stock Option Plan
                            (Full title of the plan)

                 David P. Stokes, General Counsel and Secretary
                      Transaction Systems Architects, Inc.
                  330 South 108th Ave., Omaha, Nebraska 68154 
                     (Name and address of agent for service)

                                 (402) 390-7600 
          (Telephone number, including area code, of agent for service)
Calculation of Registration Fee
____________________________________________________________________________________________________
Title of securities      Amount to be      Proposed             Proposed               Amount of
to be registered         registered       maximum offering       maximum            registration fee
                                           price per unit    aggregate offering
                                                                  price
____________________________________________________________________________________________________ 
Options to purchase       1,050,000           $3.00 (1)         $3,150,000              $955
Class A Common
Stock, par value
$.005 per share
____________________________________________________________________________________________________
Class A Common            1,050,000 shares    $27.1875(2)       $28,546,875 (2)        $8,651
Stock underlying
Options
____________________________________________________________________________________________________
(1)   Based on an option purchase price of $3.00 for each  share  covered by the
options under the Transaction  Systems  Architects,  Inc. 1997 Management  Stock
Option Plan. 

(2)  Estimated  solely for purposes of calculating the  registration fee 
pursuant  to Rule 457.  The price is based upon the average of the high and
low prices of  Transaction  Systems  Architects,  Inc.  Class A Common  Stock on
February 25, 1997, as reported on the National Association of Securities Dealers
Automated Quotations system.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Incorporation of Documents by Reference
---------------------------------------

     The documents listed in (a) through (c) below are incorporated by reference
in this  registration  statement  and all  documents  subsequently  filed by the
registrant  pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  prior to the filing of a
post-effective  amendment which 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 the  registration  statement and to be part
thereof from the date of filing of such documents.

     (a) The  registrant's  latest annual report filed pursuant to section 13(a)
or 15(d) of the  Exchange  Act,  or  either:  (1) the  latest  prospectus  filed
pursuant to Rule  424(b)  under the  Securities  Act of 1933,  as amended,  (the
"Act") that contains audited  financial  statements for the registrant's  latest
fiscal year for which such statements  have been filed, or (2) the  registrant's
effective registration statement on Form 10 or 20-F filed under the Exchange Act
containing audited financial statements for the registrant's latest fiscal year.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

     (c) The description of the class of securities  contained in a registration
statement filed under the Exchange Act,  including any amendment or report filed
for the purpose of updating such description.
 

Indemnification of Directors and Officers 
------------------------------------------
     Section  145 of the  Delaware  General  Corporation  Law  provides  for the
indemnification of officers and directors,  subject to certain limitations.  The
Certificate  of   Incorporation  of  the  registrant   expressly   provides  for
indemnification  of an officer or director made a party or threatened to be made
a party to  proceedings by reason of the fact that such person was an officer or
director.  The  Certificate of  Incorporation  also authorizes the registrant to
maintain  officer  and  director  liability  insurance,  and  such a  policy  is
currently in effect.
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 Act; 

     (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 a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement.

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

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
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  Exchange  Act that  are  incorporated  by
reference  in  this  registration   statement.  

2. That, for the purpose of determining  any liability  under the 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 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 Act, each filing of the registrant'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 Act 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 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.
SIGNATURES  Pursuant to the  requirements  of the  Securities  Act of 1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,    in   the    City   of    Omaha,    State    of    Nebraska,    on
February 27, 1997.  
                                        TRANSACTION SYSTEMS ARCHITECTS, INC. 
                                        By: /s/ William E. Fisher
                                        -------------------------
                                        William E. Fisher, 
                                        Chief  Executive  Officer,
                                        President and Director

                               POWER OF ATTORNEY

     We,  the  undersigned   officers  and  directors  of  Transaction   Systems
Architects,  Inc.,  hereby  severally and  individually  constitute  and appoint
William E. Fisher, Gregory J. Duman, and Dwight G. Hanson, and each of them, the
true and lawful attorneys and agents of each of us to execute in the name, place
and stead of each of us (individually  and in any capacity stated below) any and
all amendments to this  Registration  Statement on Form S-8, and all instruments
necessary or advisable in  connection  therewith,  and to file the same with the
Securities  and Exchange  Commission,  each of said attorneys and agents to have
power to act with or without the other and to have full power and  authority  to
do and  perform in the name and on behalf of each of the  undersigned  every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as any of the undersigned might or could do in person,  and
we hereby  ratify and confirm our  signatures  as they may be signed by our said
attorneys and agents and each of them to any and all such  amendments  and other
instruments.  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 date  indicated.of them to any and all such amendments and
other instruments.

     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 date indicated.

Name                        Title                               Date
----                        -----                               ----
/s/ William E. Fisher       Chief Executive Officer, President     
---------------------       and Director                   
William E. Fisher          (Principal Executive Officer)       February 27, 1997
                                                               -----------------

/s/ Gregory J. Duman        Chief Financial Officer            
--------------------       (Principal Financial Officer)       February 27, 1997
Gregory J. Duman                                               -----------------

/s/ Dwight G.Hanson         Controller                         
-------------------        (Principal Accounting Officer)      February 27, 1997
Dwight G. Hanson                                               -----------------

/s/ David C. Russell        Director                           February 27, 1997
--------------------                                           -----------------
David C. Russell

/s/ Promod Haque            Director                           February 27, 1997
----------------                                               -----------------
Promod Haque

/s/ Frederick L. Bryant     Director                           February 27, 1997
-----------------------                                        -----------------
Frederick L. Bryant

/s/ Charles E. Noell, III   Director                           February 27, 1997
-------------------------                                      -----------------
Charles E. Noell, III

                            Director                           February 27, 1997
----------------                                               -----------------
Jim D. Kever

/s/ Larry G. Fendley        Director                           February 27, 1997
--------------------                                           -----------------
Larry G. Fendley
EXHIBIT INDEX

Exhibit No.                 Description
-----------                 ------------

5                           Opinion of Legal Counsel

23                          Consent of Arthur Andersen LLP