<PAGE>

      As filed with the Securities and Exchange Commission
                        on July 17, 1996

                                      Registration No. 333-______

=================================================================

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                     -----------------------

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

                     -----------------------

               BILLING INFORMATION CONCEPTS CORP.
     (Exact name of registrant as specified in its charter)

               Delaware                         74-2781950
   (State or other jurisdiction of           (I.R.S. Employer
   incorporation or organization)           Identification No.)
     9311 San Pedro, Suite 400
          San Antonio, Texas                        78216
(Address of principal executive offices)          (Zip code)      

                     -----------------------

               BILLING INFORMATION CONCEPTS CORP.
                 1996 NON-EMPLOYEE DIRECTOR PLAN
                    (Full title of the plan)

                     -----------------------

Marshall N. Millard, Esq.          Copy to:
Billing Information Concepts Corp. Joseph A. Hoffman, Esq.
9311 San Pedro, Suite 400          Arter & Hadden
San Antonio, Texas  78216          1717 Main Street, Suite 4100
(Name and address of agent         Dallas, Texas  75201-4605
for service)

                         (210) 321-6900
             (Telephone number, including area code,
                      of agent for service)

                     -----------------------

<PAGE>

                 CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                                       Proposed Maximum    Proposed Maximum
Title of Securities to be                              Offering Price      Aggregate                Amount of Registration
Registered                    Amount to be Registered  Per Share (3)(4)    Offering Price(3)(4)     Fee(4)
- -------------------------     -----------------------  ----------------    --------------------     ----------------------
<S>                           <C>                      <C>                 <C>                      <C>
Common Stock, $.01
par value per share           400,000 shares (1)       $2.32               $928,000                 $320.00

Series A Junior
Participating Preferred
Stock Purchase Rights         (2)                      (2)                 (2)                      (2)

- ---------------

<FN>

     (1)  Pursuant to Rule 416, additional shares of the Common
Stock of the Company issued or which become issuable in order to
prevent dilution resulting from any future stock split, stock
dividend or similar transaction are also being registered
hereunder.
     (2)  The Series A Junior Participating Preferred Stock
Purchase Rights (the "Purchase Rights") are initially carried and
traded with the Company's Common Stock.  The value attributable to
the Purchase Rights, if any, is reflected in the value of the
Company's Common Stock.
     (3)  Estimated solely for the purpose of calculating the
registration fee.
     (4)  Calculated pursuant to Rule 457(h) under the Securities
Act of 1933.  The pro forma book value per share of the Common
Stock offered hereunder was $2.32 as of March 31, 1996.

</FN>
</TABLE>

<PAGE>

                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     Not required to be filed with this Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual
Information.

     Not required to be filed with this Registration Statement.


                             PART II

         INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Billing Information Concepts Corp. (the "Company") hereby
incorporates by reference in this Registration Statement the
Company's registration statement on Form 10, as amended, File No.
0-28536, filed with the Securities and Exchange Commission (the
"Commission") containing (i) audited financial statements for the
Company's fiscal year ended September 30, 1995, and (ii) a
description of the terms, rights and provisions applicable to the
Company's outstanding Common Stock and attached Series A Junior
Participating Preferred Stock Purchase Rights.

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

     Any statement contained in a document incorporated or deemed
to be 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 herein or in any
subsequently filed document which also is or is deemed to be
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.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Under Section 145 of the Delaware General Corporation Law (the
"DGCL"), directors and officers as well as other employees and
individuals may be indemnified against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an
action by or in the right of the corporation - a "derivative
action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests
of the Company, and with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was
unlawful.  A similar standard of care is applicable in the case of
derivative actions, except that indemnification extends only to
expenses (including attorneys' fees) incurred in connection with
defense or 

<PAGE>

settlement of such an action and that the DGCL requires court
approval before there can be any indemnification where the person
seeking indemnification has been found liable to the Company.

     Article VIII of the Bylaws of the Company requires the Company
to indemnify any person to whom, and to the extent, indemnification
may be granted pursuant to Section 145 of the DGCL.

     Article XI of the Company's Amended and Restated Certificate
of Incorporation provides that each person who was or is made a
party to, or is involved in any action, suit or proceeding by
reason of the fact that he is or was a director, officer or
employee of the Company will be indemnified by the Company against
all expenses and liabilities, including attorneys' fees, reasonably
incurred by or imposed upon him, except in such case where the
director, officer or employee is adjudged guilty of willful
misfeasance in the performance of his duties.  Article XI also
provides that the right of indemnification shall be in addition to
and not exclusive of all other rights to which such director,
officer or employee may be entitled.

     The foregoing summaries are necessarily subject to the
complete text of the statute, Certificate and Bylaws referred to
above and are qualified in their entirety by reference thereto.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     Except as noted below, the following exhibits are filed
herewith and made a part hereof:

Exhibit        Description of Document
- -------        -----------------------
4.1            Amended and Restated Certificate of Incorporation
               of the Company (incorporated by reference to
               Exhibit 3.1 to the Company's Registration Statement
               on Form 10, File No. 0-28536).

4.2            Certificate of Designation of Series A Junior
               Participating Preferred Stock (incorporated by
               reference to Exhibit 3.2 to the Company's
               Registration Statement on Form 10, File No. 0-
               28536).

4.3            Bylaws of the Company (incorporated by reference to
               Exhibit 3.3 to the Company's Registration Statement
               on Form 10, File No. 0-28536).

4.4            Rights Agreement, dated as of July 10, 1996,
               between the Company and U.S. Trust Company of
               Texas, N.A. (incorporated by reference to Exhibit
               4.2 to the Company's Registration Statement on Form
               10, File No. 0-28536).

4.5            Billing Information Concepts Corp. 1996 Non-
               Employee Director Plan (incorporated by reference
               to Exhibit 10.9 to the Company's Registration
               Statement on Form 10,
               File No. 0-28536).

4.6            Benefit Plans and Employment Matters Allocation
               Agreement, dated as of July 10, 1996, between U.S.
               Long Distance Corp. and Billing Information
               Concepts Corp. (incorporated by reference to
               Exhibit 10.3 to the Company's Registration
               Statement on Form 10, File No. 0-28536). 

5.1            Opinion of Arter & Hadden (filed herewith).

23.1           Consent of Arter & Hadden (included in Exhibit
               5.1).

23.2           Consent of Arthur Andersen LLP (filed herewith).

24.1           Power of Attorney (included on the signature page
               to this Registration Statement).

<PAGE>

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 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.

               (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 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.

          (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 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 the Registration
Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under
the Securities Act 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 

<PAGE>

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.

     (d)  The undersigned registrant undertakes, pursuant to Rule
401(b) under the Securities Act of 1933, that the form and contents
of any amendment to the Registration Statement shall conform to the
applicable rules and forms under the Securities Act of 1933 as in
effect on the filing date of such amendment.

<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 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 San
Antonio, State of Texas, on July 15, 1996.

                              BILLING INFORMATION CONCEPTS CORP.


                              By:  /s/ Parris H. Holmes, Jr.
                                   -------------------------------
                                   Parris H. Holmes, Jr.
                                   Chairman of the Board and Chief
                                   Executive Officer


     KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Parris H. Holmes,
Jr., Kelly E. Simmons and Marshall N. Millard, and each 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 all
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 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 hereof.


     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/ Parris H. Holmes,    Chairman of the Board    July 15, 1996
    Jr.                  and Chief Executive
- ---------------------    Officer (Principal
Parris H. Holmes, Jr.    Executive Officer)





/s/ Alan W. Saltzman     President and Director   July 15, 1996
- ---------------------
Alan W. Saltzman


/s/ Kelly E. Simmons     Senior Vice President    July 15, 1996
- ---------------------    and Chief Financial
Kelly E. Simmons         Officer (Principal
                         Financial and Accounting
                         Officer)


/s/ Lee Cooke            Director                 July 15, 1996
- --------------------
Lee Cooke


/s/ James E. Sowell      Director                 July 15, 1996
- --------------------
James E. Sowell

<PAGE>

                        INDEX TO EXHIBITS


                                                       Sequentially
Exhibit                                                Numbered
Number    Description of Document                      Page
- -------   -----------------------                      ------------
4.1       Amended and Restated Certificate of 
          Incorporation of the Company (incorporated
          by reference to Exhibit 3.1 to the Company's
          Registration Statement on Form 10, File No.
          0-28536).

4.2       Certificate of Designation of Series A Junior
          Participating Preferred Stock (incorporated by reference
          to Exhibit 3.2 to the Company's Registration Statement on
          Form 10, File No. 0-28536).

4.3       Bylaws of the Company (incorporated by reference
          to Exhibit 3.3 to the Company's Registration
          Statement on Form 10, File No. 0-28536).

4.4       Rights Agreement, dated as of July 10, 1996,
          between the Company and U.S. Trust Company of
          Texas, N.A. (incorporated by reference to Exhibit 4.2 
          to the Company's Registration Statement on 
          Form 10, File No. 0-28536).

4.5       Billing Information Concepts Corp. 1996
          Non-Employee Director Plan (incorporated 
          by reference to Exhibit 10.9 to the
          Company's Registration Statement on
          Form 10, File No. 0-28356).

4.6       Benefit Plans and Employment Matters Allocation 
          Agreement, dated as of July 10, 1996, between U.S. Long
          Distance Corp. and Billing Information Concepts Corp.
          (incorporated by reference to Exhibit 10.3 to the
          Company's Registration Statement on Form 10, File No.
          0-28536).

5.1       Opinion of Arter & Hadden (filed herewith).

23.1      Consent of Arter & Hadden (included in Exhibit 5.1).

23.2      Consent of Arthur Andersen LLP (filed herewith).

24.1      Powers of Attorney (included on the signature page to
          this Registration Statement).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19991}]
{"company-data": {"conformed-name": "BILLING INFORMATION CONCEPTS INC", "cik": "0001013706", "assigned-sic": "8742", "irs-number": "742781950", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08249", "film-number": "96595785"}, "business-address": {"street1": "9311 SAN PEDRO", "street2": "STE 400", "city": "SAN ANTONIO", "state": "TX", "zip": "78216", "phone": "2105256017"}, "mail-address": {"street1": "9311 SAN PEDRO", "street2": "STE 400", "city": "SAN ANTONIO", "state": "TX", "zip": "78216"}}
As filed with the Securities and Exchange Commission
                        on July 17, 1996

                                      Registration No. 333-______

=================================================================

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                     -----------------------

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

                     -----------------------

               BILLING INFORMATION CONCEPTS CORP.
     (Exact name of registrant as specified in its charter)

               Delaware                         74-2781950
   (State or other jurisdiction of           (I.R.S. Employer
   incorporation or organization)           Identification No.)
     9311 San Pedro, Suite 400
          San Antonio, Texas                        78216
(Address of principal executive offices)          (Zip code)      

                     -----------------------

               BILLING INFORMATION CONCEPTS CORP.
                 1996 NON-EMPLOYEE DIRECTOR PLAN
                    (Full title of the plan)

                     -----------------------

Marshall N. Millard, Esq.          Copy to:
Billing Information Concepts Corp. Joseph A. Hoffman, Esq.
9311 San Pedro, Suite 400          Arter & Hadden
San Antonio, Texas  78216          1717 Main Street, Suite 4100
(Name and address of agent         Dallas, Texas  75201-4605
for service)

                         (210) 321-6900
             (Telephone number, including area code,
                      of agent for service)

                     -----------------------
CALCULATION OF REGISTRATION FEE
Proposed Maximum    Proposed Maximum
Title of Securities to be                              Offering Price      Aggregate                Amount of Registration
Registered                    Amount to be Registered  Per Share (3)(4)    Offering Price(3)(4)     Fee(4)
- -------------------------     -----------------------  ----------------    --------------------     ----------------------
Common Stock, $.01
par value per share           400,000 shares (1)       $2.32               $928,000                 $320.00

Series A Junior
Participating Preferred
Stock Purchase Rights         (2)                      (2)                 (2)                      (2)

- ---------------
(1)  Pursuant to Rule 416, additional shares of the Common
Stock of the Company issued or which become issuable in order to
prevent dilution resulting from any future stock split, stock
dividend or similar transaction are also being registered
hereunder.
     (2)  The Series A Junior Participating Preferred Stock
Purchase Rights (the "Purchase Rights") are initially carried and
traded with the Company's Common Stock.  The value attributable to
the Purchase Rights, if any, is reflected in the value of the
Company's Common Stock.
     (3)  Estimated solely for the purpose of calculating the
registration fee.
     (4)  Calculated pursuant to Rule 457(h) under the Securities
Act of 1933.  The pro forma book value per share of the Common
Stock offered hereunder was $2.32 as of March 31, 1996.
PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     Not required to be filed with this Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual
Information.

     Not required to be filed with this Registration Statement.

                             PART II

         INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Billing Information Concepts Corp. (the "Company") hereby
incorporates by reference in this Registration Statement the
Company's registration statement on Form 10, as amended, File No.
0-28536, filed with the Securities and Exchange Commission (the
"Commission") containing (i) audited financial statements for the
Company's fiscal year ended September 30, 1995, and (ii) a
description of the terms, rights and provisions applicable to the
Company's outstanding Common Stock and attached Series A Junior
Participating Preferred Stock Purchase Rights.

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

     Any statement contained in a document incorporated or deemed
to be 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 herein or in any
subsequently filed document which also is or is deemed to be
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.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Under Section 145 of the Delaware General Corporation Law (the
"DGCL"), directors and officers as well as other employees and
individuals may be indemnified against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an
action by or in the right of the corporation - a "derivative
action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests
of the Company, and with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was
unlawful.  A similar standard of care is applicable in the case of
derivative actions, except that indemnification extends only to
expenses (including attorneys' fees) incurred in connection with
defense or
settlement of such an action and that the DGCL requires court
approval before there can be any indemnification where the person
seeking indemnification has been found liable to the Company.

     Article VIII of the Bylaws of the Company requires the Company
to indemnify any person to whom, and to the extent, indemnification
may be granted pursuant to Section 145 of the DGCL.

     Article XI of the Company's Amended and Restated Certificate
of Incorporation provides that each person who was or is made a
party to, or is involved in any action, suit or proceeding by
reason of the fact that he is or was a director, officer or
employee of the Company will be indemnified by the Company against
all expenses and liabilities, including attorneys' fees, reasonably
incurred by or imposed upon him, except in such case where the
director, officer or employee is adjudged guilty of willful
misfeasance in the performance of his duties.  Article XI also
provides that the right of indemnification shall be in addition to
and not exclusive of all other rights to which such director,
officer or employee may be entitled.

     The foregoing summaries are necessarily subject to the
complete text of the statute, Certificate and Bylaws referred to
above and are qualified in their entirety by reference thereto.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     Except as noted below, the following exhibits are filed
herewith and made a part hereof:

Exhibit        Description of Document
- -------        -----------------------
4.1            Amended and Restated Certificate of Incorporation
               of the Company (incorporated by reference to
               Exhibit 3.1 to the Company's Registration Statement
               on Form 10, File No. 0-28536).

4.2            Certificate of Designation of Series A Junior
               Participating Preferred Stock (incorporated by
               reference to Exhibit 3.2 to the Company's
               Registration Statement on Form 10, File No. 0-
               28536).

4.3            Bylaws of the Company (incorporated by reference to
               Exhibit 3.3 to the Company's Registration Statement
               on Form 10, File No. 0-28536).

4.4            Rights Agreement, dated as of July 10, 1996,
               between the Company and U.S. Trust Company of
               Texas, N.A. (incorporated by reference to Exhibit
               4.2 to the Company's Registration Statement on Form
               10, File No. 0-28536).

4.5            Billing Information Concepts Corp. 1996 Non-
               Employee Director Plan (incorporated by reference
               to Exhibit 10.9 to the Company's Registration
               Statement on Form 10,
               File No. 0-28536).

4.6            Benefit Plans and Employment Matters Allocation
               Agreement, dated as of July 10, 1996, between U.S.
               Long Distance Corp. and Billing Information
               Concepts Corp. (incorporated by reference to
               Exhibit 10.3 to the Company's Registration
               Statement on Form 10, File No. 0-28536). 

5.1            Opinion of Arter & Hadden (filed herewith).

23.1           Consent of Arter & Hadden (included in Exhibit
               5.1).

23.2           Consent of Arthur Andersen LLP (filed herewith).

24.1           Power of Attorney (included on the signature page
               to this Registration Statement).
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 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.

               (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 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.

          (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 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 the Registration
Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under
the Securities Act 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.

     (d)  The undersigned registrant undertakes, pursuant to Rule
401(b) under the Securities Act of 1933, that the form and contents
of any amendment to the Registration Statement shall conform to the
applicable rules and forms under the Securities Act of 1933 as in
effect on the filing date of such amendment.
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 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 San
Antonio, State of Texas, on July 15, 1996.

                              BILLING INFORMATION CONCEPTS CORP.

                              By:  /s/ Parris H. Holmes, Jr.
                                   -------------------------------
                                   Parris H. Holmes, Jr.
                                   Chairman of the Board and Chief
                                   Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Parris H. Holmes,
Jr., Kelly E. Simmons and Marshall N. Millard, and each 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 all
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 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 hereof.

     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/ Parris H. Holmes,    Chairman of the Board    July 15, 1996
    Jr.                  and Chief Executive
- ---------------------    Officer (Principal
Parris H. Holmes, Jr.    Executive Officer)

/s/ Alan W. Saltzman     President and Director   July 15, 1996
- ---------------------
Alan W. Saltzman

/s/ Kelly E. Simmons     Senior Vice President    July 15, 1996
- ---------------------    and Chief Financial
Kelly E. Simmons         Officer (Principal
                         Financial and Accounting
                         Officer)

/s/ Lee Cooke            Director                 July 15, 1996
- --------------------
Lee Cooke

/s/ James E. Sowell      Director                 July 15, 1996
- --------------------
James E. Sowell
INDEX TO EXHIBITS

                                                       Sequentially
Exhibit                                                Numbered
Number    Description of Document                      Page
- -------   -----------------------                      ------------
4.1       Amended and Restated Certificate of 
          Incorporation of the Company (incorporated
          by reference to Exhibit 3.1 to the Company's
          Registration Statement on Form 10, File No.
          0-28536).

4.2       Certificate of Designation of Series A Junior
          Participating Preferred Stock (incorporated by reference
          to Exhibit 3.2 to the Company's Registration Statement on
          Form 10, File No. 0-28536).

4.3       Bylaws of the Company (incorporated by reference
          to Exhibit 3.3 to the Company's Registration
          Statement on Form 10, File No. 0-28536).

4.4       Rights Agreement, dated as of July 10, 1996,
          between the Company and U.S. Trust Company of
          Texas, N.A. (incorporated by reference to Exhibit 4.2 
          to the Company's Registration Statement on 
          Form 10, File No. 0-28536).

4.5       Billing Information Concepts Corp. 1996
          Non-Employee Director Plan (incorporated 
          by reference to Exhibit 10.9 to the
          Company's Registration Statement on
          Form 10, File No. 0-28356).

4.6       Benefit Plans and Employment Matters Allocation 
          Agreement, dated as of July 10, 1996, between U.S. Long
          Distance Corp. and Billing Information Concepts Corp.
          (incorporated by reference to Exhibit 10.3 to the
          Company's Registration Statement on Form 10, File No.
          0-28536).

5.1       Opinion of Arter & Hadden (filed herewith).

23.1      Consent of Arter & Hadden (included in Exhibit 5.1).

23.2      Consent of Arthur Andersen LLP (filed herewith).

24.1      Powers of Attorney (included on the signature page to
          this Registration Statement).