TOTAL SYSTEM SERVICES INC, S-3, 1998-04-17

TOTAL SYSTEM SERVICES INC
S-3, 1998-04-17
COMPUTER PROCESSING & DATA PREPARATION

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As filed with the Securities and Exchange Commission on April 17, 1998

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

TOTAL SYSTEM SERVICES, INC.

(Exact name of registrant as specified in its charter)

Georgia 58-1493818
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)

1200 Sixth Avenue
Columbus, Georgia 31901
(Address of Principal (Zip Code)
Executive Offices)

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

TOTAL SYSTEM SERVICES, INC. DIVIDEND REINVESTMENT AND

DIRECT STOCK PURCHASE PLAN

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

Kathleen Moates
Deputy General Counsel
Total System Services, Inc.
901 Front Avenue
Suite 202
Columbus, Georgia 31901
(706) 649-4818

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

Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]

If this Form is registering additional securities pursuant to Rule 462(b) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

===================================================================================================================
Title of Proposed Proposed
each class Amount maximum maximum Amount of
of securities to be to be offering aggregate registration
registered registered price per share offering price fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$.10 par value 2,000,000<F1> $ 28.75 <F2> $57,500,000 <F2> $16,963 <F2>

<FN>
<F1> If, prior to the completion of the distribution of the Common Stock
covered by this registration statement, additional shares of Common
Stock are issued or issuable as a result of a stock split or stock
dividend, this registration statement shall be deemed to cover such
additional shares resulting from the stock split or stock dividend
pursuant to Rule 416 of the Securities Act of 1933.

<F2> Determined pursuant to Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee and
represents the average of the high and low prices of the Common Stock
of Total System Services, Inc. on the New York Stock Exchange on April
14, 1998.
</FN>
</TABLE>

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a),
may determine.

Dividend Reinvestment and
Direct Stock
Purchase Plan

--------------------
PROSPECTUS

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

_____, 1998

Total System Services, Inc.

Table of Contents
<TABLE>
<CAPTION>

Page

<S> <C>
Total System Services, Inc. Dividend
Reinvestment and Direct Stock Purchase Plan...................................................................
TSYS...........................................................................................................
The Plan:
Summary of the Plan...................................................................................
Administrator of the Plan.............................................................................
Enrollment............................................................................................
Investment Options....................................................................................
Purchase of Shares for the Plan.......................................................................
Sale of Shares........................................................................................
Safekeeping of Your Stock Certificates................................................................
Gifts or Transfers of Shares..........................................................................
Issuance of Certificates..............................................................................
Plan Service Fees.....................................................................................
Tracking Your Investments.............................................................................
Withdrawal From the Plan..............................................................................
U.S. Federal Income Tax Information...................................................................
Miscellaneous..................................................................................................
Available Information/Incorporation of Documents by Reference.........................................
Stock Splits, Stock Dividends and other Distributions.................................................
Voting of Proxies.....................................................................................
Responsibility of Administrator and TSYS..............................................................
Plan Modification or Termination......................................................................
Change of Eligibility; Termination....................................................................
Foreign Participation.................................................................................
Use of Proceeds.......................................................................................
Experts...............................................................................................
Legality..............................................................................................
</TABLE>

Total System Services, Inc.
Dividend Reinvestment and Direct Stock Purchase Plan

This Prospectus relates to 2,000,000 shares of $.10 par value common stock
("Common Stock") of Total System Services, Inc. ("TSYS") to be offered for
purchase under this Dividend Reinvestment and Direct Stock Purchase Plan
("Plan") and should be retained for future reference. The Plan promotes
long-term ownership in TSYS, by offering:

o A simple, cost-effective method for purchasing shares of TSYS Common Stock;

o A way to increase your holdings in TSYS by reinvesting your cash dividends;
and

o The opportunity to purchase additional shares by making optional cash
investments.

You do not have to be a current shareholder of TSYS to participate in the Plan.
You can purchase your first shares of TSYS Common Stock through the Plan by
making an initial investment of $250 or more, which includes an enrollment fee
of $10. If you currently participate in TSYS' dividend reinvestment plan, you
are automatically enrolled in the Plan.

Shares of Common Stock purchased through the Plan will be purchased at
prevailing market prices and will, at the option of TSYS, represent newly-issued
shares, or shares purchased in the open market by an independent agent of TSYS
(the "Administrator"). TSYS Common Stock is listed on the New York Stock
Exchange and is traded under the ticker symbol "TSS."

TSYS

TSYS, a Georgia corporation, is one of the world's largest credit, debit,
commercial and private-label card processing companies. TSYS provides a
comprehensive on-line system of data processing services marketed as THE TOTAL
SYSTEM(R) servicing issuing institutions throughout the United States, Puerto
Rico, Canada and Mexico. TSYS provides card production, domestic and
international clearing, statement preparation, customer service support and
management support. The principal executive offices of TSYS are located at 1200
Sixth Avenue, Columbus, Georgia 31901, and TSYS' telephone number is (706) 649-
4263.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this Prospectus. Any representation to the contrary is a
criminal offense.

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

The date of this Prospectus is _______, 1998.

Summary of the Plan

- ->ENROLLMENT: New shareholders can join by making an initial investment of at
least $250, which includes an enrollment fee of $10. Shareholders enrolled in
TSYS' current dividend reinvestment plan are automatically enrolled in the new
Plan. No action is required for current participants. Other existing TSYS
shareholders who own at least ten shares of stock can participate by submitting
a completed Enrollment Form to the Administrator. If your shares are held in a
brokerage account, you may participate directly by registering some or all of
your shares in your name. At least ten shares need to be transferred into your
name before you become eligible to participate. The $10 enrollment fee does not
apply to existing shareholders joining the Plan.

- ->REINVESTMENT OF DIVIDENDS: You can reinvest all or a portion of your cash
dividends toward the purchase of additional shares of TSYS stock without paying
trading fees. In order to take advantage of the dividend reinvestment option,
you must reinvest the dividends on at least ten shares.

- ->OPTIONAL CASH INVESTMENTS: After you are enrolled in the Plan, you can buy
additional shares of TSYS stock for fees that are lower than those typically
charged by stockbrokers. You can invest a minimum of $50 at any one time, up to
$250,000 in the aggregate per calendar year. You can pay by check or have your
payment automatically withdrawn from your bank account.

- ->FULL INVESTMENT: Full investment of your dividends is possible because TSYS
will credit your account with both whole and fractional shares. TSYS pays
dividends on both whole shares and fractional shares.

- ->SAFEKEEPING OF CERTIFICATES: You can deposit your TSYS stock certificates with
the Administrator for safekeeping at no cost to you. A certificate for your
shares will be sent to you, free of charge, upon request.

- ->GIFTS OR TRANSFERS OF SHARES: You can give or transfer your TSYS shares to
others.

- ->SELL SHARES CONVENIENTLY: If you choose to sell the TSYS stock held in your
Plan account, you will pay fees lower than those typically charged by
stockbrokers.

- ->TRACKING YOUR INVESTMENT: You will receive a statement or a notification after
each transaction. Statements provide the details of the transaction and show the
share balance in your Plan account.

Administrator of the Plan

TSYS has designated State Street Bank and Trust Company to administer the Plan
and act
2

as Agent for the participants. State Street Bank and Trust Company will purchase
and hold shares of stock for Plan participants, keep records, send statements,
and perform other duties required by the Plan.

Participants may contact the Plan Administrator by writing to:

State Street Bank and Trust Company, Plan Administrator
P.O. Box 8209
Boston, MA 02266-8209

or by telephoning the Administrator toll free at 1-800-503-8903. Customer
Service Representatives are available between 8:00 a.m. and 5:00 p.m. Eastern
Time.

Enrollment

You are eligible to participate in the Plan if you meet the requirements
outlined below. If you live outside the U.S., you should first determine if
there are any governmental regulations that would prohibit your participation in
the Plan.

If You Already Own at Least Ten Shares of TSYS Stock and the Shares Are
Registered in Your Name, you may join the Plan by returning a completed
Enrollment Form to the Administrator.

If You Do Not Currently Own Any TSYS Stock or You Own less than Ten Shares
of TSYS Stock, you can join the Plan by making an initial investment of at least
$250, but not more than the annual maximum of $250,000. You can get started in
the Plan by returning a completed Enrollment Form to the Administrator along
with your check or money order payable to State Street Bank and Trust
Company/Total System Services, Inc. A $10 enrollment fee will be deducted from
your initial investment if you do not currently own any TSYS stock. The $10
enrollment fee does not apply if you are an existing shareholder. The
Administrator will arrange for the purchase of shares for your account but will
not pay interest on amounts held pending investment. Please allow two weeks for
your account to be established, initial shares to be purchased and a statement
mailed to you. See "Purchase of Shares for the Plan" below.

If You Have Been Participating in TSYS' Dividend Reinvestment Plan, you
will be automatically enrolled in the TSYS Dividend Reinvestment and Direct
Stock Purchase Plan and need not send in an Enrollment Form or take any other
action unless you want to make a change. However, effective January 1, 1999, if
the number of shares on which dividends are invested falls below ten shares, you
will receive a check for the full amount of the dividend.

If Your Shares Are Held in a Brokerage, Bank or Other Intermediary
Account, and you wish to participate directly in the Plan, you should direct
your broker, bank, or trustee to

3
register some or all of your TSYS shares directly in your name. At least ten
shares need to be transferred into your name before you become eligible to
participate. You can then get started in the Plan by returning a completed
Enrollment Form to the Administrator.

Investment Options

Once enrolled in the Plan, you have the following choices:

- ->Dividend Reinvestment: You can choose to reinvest all or a portion of the
regular cash dividends paid on your shares held in the Plan toward the purchase
of additional shares of TSYS stock. To participate in the reinvestment feature
of the Plan, you must elect to reinvest the dividends on a minimum of ten
shares. If the number of shares on which dividends are reinvested falls below
ten shares, you will receive a check for the full amount of the dividend. You
can change your dividend reinvestment election at any time by notifying the
Administrator. For a particular dividend to be reinvested, your notification
must be received prior to the record date for that dividend. (The record date is
approximately 12 days prior to the payment date.)

If you elect to reinvest your dividends, you must choose one of the following
when completing the Dividend Reinvestment section of the Enrollment Form:

Full Dividend Reinvestment

Purchase additional shares by reinvesting all of your cash dividends.

Partial Dividend Reinvestment

If you choose to reinvest less than all of your dividends, you must select
one of the following options:

Option 1. Receive a cash dividend payment based on the number of full
shares you specify. Reinvest the dividends on all remaining shares. This option
allows you to receive a fixed amount of cash each quarter (assuming the dividend
stays the same).

Option 2. Reinvest dividends based on the number of full shares you
specify. Receive a cash dividend payment on all remaining shares. This option
allows you to receive an increasing amount of cash each quarter (again, assuming
the dividend stays the same).

Deposit Cash Dividends Electronically: If you choose partial dividend
reinvestment, you can have all of your cash dividends deposited directly into
your bank account instead of receiving a check by mail -- just complete the
appropriate sections of the Enrollment Form or notify the Administrator. Direct
Deposit Authorization Forms will be acted upon as soon as possible after they
are received. You can change your designated bank account for direct deposit or
discontinue this feature by notifying the Administrator.

- ->Optional Cash Investments: You can purchase additional shares of TSYS stock by
using the Plan's optional cash investment feature. You must invest at least $50
at any one time and cannot invest more than $250,000 in a calendar year.
Interest will not be paid on amounts held pending investment. Brokerage
commissions of $.08 per share will be deducted except when TSYS issues new
shares.

By Check or Money Order: You may make optional cash investments by
sending a check or money order payable to State Street Bank and Trust
Company/Total System Services, Inc. Do not send cash. To facilitate processing
of your investment, please use the transaction stub located on the bottom of
your statement. Mail your investment and transaction stub to the Administrator.
You may not sell or withdraw shares purchased by check for a period of 14 days
from the receipt of the check. A $25 fee will be assessed for a check that is
returned for insufficient funds. The Administrator will deduct a processing fee
of $2.50 per check.

By Automatic Withdrawal from Your Bank Account: If you wish to make
regular monthly purchases, you can authorize an automatic monthly withdrawal
from your bank account. This feature enables you to make ongoing investments
without writing a check. Funds will be deducted from your account on the 15th
day of each month. If this date falls on a bank holiday or weekend, funds will
be deducted on the next business day. Please allow four to six weeks for the
first automatic monthly withdrawal to be initiated. You must notify the
Administrator in writing to change or terminate automatic withdrawal. No
processing fee is charged by the Administrator for automatic monthly deductions.
A $25 fee will be assessed for rejected automatic deductions.

Purchase of Shares for the Plan

- ->Purchase Intervals: The Administrator will make arrangements to use initial
and optional cash investments to purchase TSYS shares as promptly as practical,
but at least once each week. The Administrator will use reinvested dividends to
purchase shares on a quarterly basis. Purchases may be made over a number of
days to meet the requirements of the Plan. The Administrator will use initial
and optional cash investments to purchase TSYS shares each Friday ("Investment
Date"), provided the Administrator receives the payment no later two business
days preceding an Investment Date. Otherwise, the investment may be held by the
Administrator and invested beginning on the next Investment Date. If Friday does
not fall on a day which is a business day in Massachusetts, then the Investment
Date will occur on the next succeeding business day. In months in which TSYS
pays a dividend, for that weeks' initial and optional cash purchases, the
dividend payment date will be the Investment Date, which may not necessarily
fall on a Friday. In all cases, transaction processing will occur within 30 days
of the receipt of funds.

- ->Source and Pricing of Shares:

Source of Shares: Stock needed to meet the requirements of the Plan will either
be
5
purchased in the open market or issued directly by TSYS from authorized but
unissued shares.

Shares Purchased in the Open Market: If the shares are purchased in the
open market, your purchase price will be the average price per share of shares
purchased to satisfy Plan requirements after the deduction of any applicable
brokerage commissions and service fees. All fractional shares are calculated to
four decimals and are credited to your account.

Shares Purchased from TSYS: If the shares are purchased from TSYS, your
price per share for initial and optional cash investments will be the average of
the daily high and low sale prices quoted on the New York Stock Exchange
("NYSE") Composite Transactions listing for the day the shares are purchased.
For quarterly reinvestment of dividends, your price per share will be the
average of the daily high and low sale prices quoted on the NYSE Composite
Transactions listing for the three day period surrounding the dividend payment
date. If there is no trading of TSYS stock on the NYSE for a substantial period
of time during the pricing period, then the price per share will be determined
by TSYS on the basis of such market quotations as it considers appropriate.

- ->Timing and Control: Because the Administrator will arrange for the purchase of
shares on behalf of the Plan, neither TSYS nor any participant in the Plan has
the authority or power to control either the timing or pricing of shares
purchased or the selection of the broker making the purchases. Therefore, you
will not be able to precisely time your purchases through the Plan, and will
bear the market risk associated with fluctuations in the price of TSYS' stock.
That is, if you send in an initial or optional cash investment, it is possible
that the market price of TSYS stock could go up or down before the broker
purchases stock with your funds. In addition, you will not earn interest on
initial or optional cash investments for the period before the shares are
purchased.

Sale of Shares

You can sell any number of shares held in your Plan account by notifying the
Administrator. The Administrator will arrange for sales to be made at least
weekly. Sales may be made more frequently if volume dictates. The sale price
will be the average price of all shares sold for Plan participants with respect
to that sale date. You will receive the proceeds of the sale less a $10 sales
transaction fee, a brokerage commission (currently $.15 per share), and any
required tax withholdings. See "Plan Service Fees" below.

You can choose to sell your shares through a stockbroker of your choice, in
which case you should request a certificate for your shares from the
Administrator. See "Issuance of Certificates" below.

Please note that if your total holdings fall below one share, the Administrator
will liquidate the fractional share, remit the proceeds to you, less any
applicable fees, and close your Plan

account.

Timing and Control: Because the Administrator will sell the shares on
behalf of the Plan, neither TSYS nor any participant in the Plan has the
authority or power to control the timing or pricing of shares sold or the
selection of the broker making the sales. Therefore, you will not be able to
precisely time your sales through the Plan, and will bear the market risk
associated with fluctuation in the price of TSYS' stock. That is, if you send in
a request to sell shares, it is possible that the market price of TSYS stock
could go down or up before the broker sells your shares. In addition, you will
not earn interest on a sales transaction.

Safekeeping of Your Stock Certificates

Shares of TSYS stock that you buy under the Plan will be maintained in your Plan
account for safekeeping in book entry form. You will receive a periodic
statement detailing the status of your holdings. For more information, see
"Tracking Your Investments" below. Shareholders who are participants in the Plan
may use the Plan's "safekeeping" service to deposit their TSYS stock
certificates at no cost. Safekeeping is beneficial because you no longer bear
the risk and cost associated with the loss, theft, or destruction of stock
certificates. With safekeeping, you have the option of receiving cash dividends,
reinvesting your dividends (provided that you reinvest the dividends on a
minimum of ten shares) or taking advantage of the sale of shares feature of the
Plan. Certificates will be issued only upon written request to the
Administrator. See "Issuance of Certificates" below.

To use the safekeeping service, send your certificates to the Administrator by
registered mail or some other safe means with written instructions to deposit
them in safekeeping. Do not endorse the certificates or complete the assignment
section.

Gifts or Transfers of Shares

You may transfer some or all of your shares to another person. You must transfer
at least ten shares.

You must transfer a whole number of shares unless you transfer your entire
account. You may transfer shares to new or existing shareholders. The
Administrator will automatically place such new accounts in full dividend
reinvestment status. New participants, at their discretion, may elect another
option. If you participate in dividend reinvestment and your request to either
transfer all of your shares or make a partial sale and transfer the balance of
your shares is received between the ex-dividend and the dividend record date,
the processing of your request may be held until after your account is credited
with reinvested dividends. This hold period could be as long as four weeks.

You must have your signature guaranteed by a financial institution participating
in the Medallion Guarantee program. The Medallion Guarantee program ensures that
the individual signing the certificate is in fact the registered owner as it
appears on the stock certificate or

stock power.

If you need additional assistance, please call the Administrator at
1-800-503-8903.

Issuance of Certificates

You can withdraw all or some of the shares from your Plan account by notifying
the Administrator.

Certificates will be issued for whole shares only. In the event your request
involves a fractional share, a check (less any applicable fees) for the value of
the fractional share will be mailed to you. You should receive your certificate
within two to three weeks of mailing your request.

Certificates will be issued in the name(s) in which the account is registered,
unless otherwise instructed. If the certificate is issued in a name other than
your Plan account registration, the signature on the instructions or stock power
must be guaranteed by a financial institution participating in the Medallion
Guarantee program, as described above.

Plan Service Fees

Enrollment Fee For New Investors.................$10.00 per account enrollment
Purchase of Shares..................................Trading fee $.08 per share
Sale of Shares (partial or full):
Transaction Fee................................. $10.00 per sale transaction
Trading Fee..................................................$0.15 per share
Reinvestment of Dividends............................................No Charge
Optional Cash Investments:
Via Check....................................................$2.50 per check
Via Automatic Investment...........................................No Charge
Trading Fee...................................................$.08 per share
Gift or Transfer of Shares...........................................No Charge
Safekeeping of Stock Certificates....................................No Charge
Certificate Issuance.................................................No Charge
Returned Checks or Rejected
Automatic Deductions...........................$25.00 per check or deduction
Duplicate Statements
Current year.......................................................No Charge
Prior year(s)....................................$10.00 flat fee per request

The Administrator will deduct the applicable fees from either the initial
investment or proceeds from a sale.

Tracking Your Investments

If you participate in dividend reinvestment, the Administrator will mail you a
quarterly statement showing all transactions (shares, amounts invested, purchase
prices) for your account including year-to-date and other account information.
Supplemental statements or notices will be sent when you make an initial or
optional cash investment or a deposit, transfer or withdrawal of shares.

If you do not participate in dividend reinvestment, the Administrator will mail
you a statement or notice confirming any transactions you make. If you continue
to be enrolled in the Plan, but have no transactions, The Administrator will
mail you an annual statement of your holdings. Please retain your statements to
establish the cost basis of shares purchased under the Plan for income tax and
other purposes.

You should notify the Administrator promptly of any change in address since all
notices, statements and reports will be mailed to your address of record.

Withdrawal from the Plan

You may terminate your participation in the Plan either by giving written notice
to the Administrator or by completing the appropriate section of your account
statement and returning it to the Administrator. Upon termination, you must
elect either to receive a certificate for the number of whole shares held in
your Plan account and a check for the value of any fractional share, or to have
all of the shares in your Plan account sold for you as described above in "Sale
of Shares."

The Administrator will process notices of withdrawal and send proceeds to you as
soon as practicable, without interest. If a notice of withdrawal is received on
or after an ex-dividend date but before the related dividend payment date, the
withdrawal will be processed as described above and a separate dividend check
will be mailed as soon as practicable following the payment date. Thereafter,
cash dividends will be paid out to the shareholder and not reinvested in TSYS
stock.

U.S. Federal Income Tax Information

Cash dividends reinvested under the Plan will be taxable as having been received
by you even though you have not actually received them in cash. You will receive
an annual statement from the Administrator indicating the amount of reinvested
dividends reported to the U.S. Internal Revenue Service as dividend income.

You will not realize gain or loss for U.S. Federal income tax purposes upon the
transfer of shares to the Plan or the withdrawal of whole shares from the Plan.
You will, however, generally realize gain or loss upon the sale of shares
(including the receipt of cash for fractional shares) held in the Plan.

Plan participants who are non-resident aliens or non-U.S. corporations,
partnerships or other entities generally are subject to a withholding tax on
dividends paid on shares held in the Plan. The Administrator is required to
withhold from dividends paid the appropriate amount determined in accordance
with U.S. Treasury regulations. Any applicable withholding tax may be determined
by treaty between the U.S. and the country in which such participant resides.
Accordingly, the amount of any dividends, net of the applicable withholding tax,
will be credited to participant Plan accounts for the investment in additional
common stock.

The above summary is not a comprehensive summary of all of the tax
considerations that may be relevant to a participant in the Plan. Therefore, you
are urged to consult your tax advisors regarding the consequences of
participation in the Plan.

Miscellaneous

Available Information/Incorporation of Documents by Reference

TSYS files annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC"). You may
read and copy any reports, proxy statements and other information at the SEC's
Public Reference Room located at 450 Fifth Street, NW, Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference Room. Copies of reports, proxy statements and other information filed
with the SEC electronically by TSYS may be inspected by accessing the SEC's
Internet site at http://www.sec.gov. TSYS' Internet address is
http://www.totalsystem. com.

The SEC allows TSYS to "incorporate by reference" the information it files with
it, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this Prospectus, and later information filed with the SEC will
update and supersede this information. The documents listed below and any future
filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until the Plan is terminated comprise the
incorporated documents:

(1) TSYS' Annual Report on Form 10-K for the fiscal year ended December 31,
1997;

(2) TSYS' Current Reports on Form 8-K dated March 9, 1998 and April 16, 1998;
and

(3) The description of TSYS Common Stock contained in TSYS' Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on
May 17, 1989.

TSYS will furnish without charge to each person, including any beneficial owner,
to whom this Prospectus is delivered, on the request of such person, a copy of
any or all of the documents incorporated by reference in this document (other
than exhibits to such documents, unless the exhibits are specifically
incorporated by reference in such documents). Requests should

be directed to Director of Investor Relations, Total System Services, Inc., 901
Front Avenue, Suite 201, Columbus, Georgia 31901, telephone number (706)
649-5220.

You should rely only on the information incorporated by reference or provided in
this Prospectus or in any Prospectus Supplement. TSYS has authorized no one to
provide you with different information. TSYS is not making an offer of to sell
stock in any state or country where the offer is not permitted. You should not
assume that the information in this Prospectus or any Prospectus Supplement is
accurate as of any date other than the date on the front of the document:

Stock Splits, Stock Dividends And Other Distributions

In the event dividends are paid in TSYS Common Stock, or if TSYS Common Stock is
distributed in connection with any stock split or similar transaction, each
account will be adjusted to reflect the receipt of the Common Stock so paid or
distributed.

Voting of Proxies

TSYS will mail you proxy materials including a proxy card representing both the
shares for which you hold certificates and the shares, full and fractional, in
your Plan account. The proxy will be voted as indicated by you. If you do not
return the proxy card or if you return it unsigned, none of your shares will be
voted.

Responsibility of Administrator And TSYS

Neither TSYS nor the Administrator will be liable for any act they do in good
faith or for any good faith omission to act. This includes, without limitation,
any claims of liability for:

o failure to terminate your account upon your death prior to receiving
written notice of such death; or

o relating to purchases or sales prices reflected in your Plan account or
the dates of purchases or sales of your Plan shares; or

o for any fluctuation in the market value after purchase or sale of shares.

The payment of dividends is at the discretion of TSYS' Board of Directors and
will depend upon future earnings, the financial condition of TSYS and other
factors. The Board may change the amount and timing of dividends at any time
without notice.

Neither TSYS nor the Administrator can assure you a profit or protect you
against a loss on the shares you purchase under the Plan.

Plan Modification or Termination

TSYS reserves the right to suspend, modify or terminate the Plan at any time.
You will

11
receive notice of any such suspension, modification or termination. TSYS and the
Administrator also reserve the right to change any administrative procedures of
the Plan.

Change of Eligibility; Termination

TSYS reserves the right to deny, suspend or terminate participation by a
shareholder who is using the Plan for purposes inconsistent with the intended
purpose of the Plan. In such event, the Administrator will notify you in writing
and will continue to safekeep your shares but will no longer accept optional
cash investments or reinvest your dividends. The Administrator will issue a
certificate to you upon written request.

Foreign Participation

If you live outside of the U.S., you should first determine if there are any
laws or governmental regulations that would prohibit your participation in the
Plan. TSYS reserves the right to terminate participation of any shareholder if
it deems it advisable under any foreign laws or regulations.

Use of Proceeds

TSYS will receive proceeds from the purchase of Common Stock pursuant to the
Plan only to the extent that such purchases are made directly from TSYS, and not
from open market purchases by the Administrator. Proceeds received by TSYS
(which cannot be estimated), if any, will be used for general corporate
purposes.

Experts

The consolidated financial statements and schedule of Total System Services,
Inc. and its subsidiaries as of December 31, 1997 and 1996, and for each of the
years in the three-year period ended December 31, 1997, have been incorporated
by reference herein and in the Registration Statement in reliance upon the
reports of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein and in the Registration Statement, and upon the
authority of said firm as experts in accounting and auditing.

Legality

The legality of TSYS Common Stock covered hereby is being passed upon for TSYS
by Kathleen Moates, Deputy General Counsel of TSYS.

Part II
Information Not Required in Prospectus

Item. 14. Other Expenses of Issuance and Distribution*

SEC Registration Fee.....................................$16,963
Printing and Distribution of Prospectus.................. 50,000
Accountants' Fees and Expenses........................... 2,300
Legal Fees and Expenses.................................. 1,000
Miscellaneous Fees and Expenses.......................... 2,500
Total $72,763

*All amounts, other than the Registration Fee, are estimated and subject to
future contingencies.

Item 15. Indemnification of Directors and Officers.

Subsection (a) of Section 14-2-851 of the Georgia Business Corporation Code
provides that a corporation may indemnify or obligate itself to indemnify an
individual made a party to a proceeding because he or she is or was a director
against liability incurred in the proceeding if such individual conducted
himself or herself in good faith and such individual reasonably believed, in the
case of conduct in an official capacity, that such conduct was in the best
interests of the corporation and, in all other cases, that such conduct was at
least not opposed to the best interests of the corporation and, in the case of
any criminal proceeding, such individual had no reasonable cause to believe such
conduct was unlawful. Subsection (d) of Section 14-2-851 of the Georgia Business
Corporation Code provides that a corporation may not indemnify a director in
connection with a proceeding by or in the right of the corporation except for
reasonable expenses incurred if it is determined that the director has met the
relevant standard of conduct, or in connection with any proceeding with respect
to conduct under Section 14-2-851 of the Georgia Business Corporation Code for
which he was adjudged liable on the basis that personal benefit was improperly
received by him. Notwithstanding the foregoing, pursuant to Section 14-2-854 of
the Georgia Business Corporation Code a court may order a corporation to
indemnify a director or advance expenses if such court determines that the
director is entitled to indemnification under the Georgia Business Corporation
Code or that the director is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances, whether or not such director met the
standard of conduct set forth in subsections (a) and (b) of Section 14-2-851 of
the Georgia Business Corporation Code, failed to comply with Section 14-2-853 of
the Georgia Business Corporation Code or was adjudged liable as described in
paragraph (1) or (2) of subsection (d) of Section 14-2-851 of the Georgia
Business Corporation Code.

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

in connection therewith.

Section 14-2-856 of the Georgia Business Corporation Code provides that a
corporation may indemnify and advance expenses to an officer of the corporation
who is a party to a proceeding because he or she is an officer of the
corporation to the same extent as a director and if he or she is not a director
to such further extent as may be provided in its articles of incorporation,
bylaws, action of its board of directors or contract except for liability
arising out of conduct specified in Section 14-2-856(a)(2) of the Georgia
Business Corporation Code. Section 14-2-856 of the Georgia Business Corporation
Code also provides that an officer of the corporation who is not a director is
entitled to mandatory indemnification under Section 14- 2-852 and is entitled to
apply for court ordered indemnification or advances for expenses under Section
14-2-854, in each case to the same extent as a director. In addition, Section
14-2-856 provides that a corporation may also indemnify and advance expenses to
an employee or agent who is not a director to the extent, consistent with public
policy, that may be provided by its articles of incorporation, bylaws, action of
its board of directors or contract.

In accordance with Article VIII of the Company's Bylaws, every person who is or
was (and the heirs and personal representatives of such person) a director,
officer, employee or agent of the Company shall be indemnified and held harmless
by the Company from and against the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to an employee
benefits plan), and reasonable expenses (including attorneys' fees and
disbursements) that may be imposed upon or incurred by him or her in connection
with or resulting from any threatened, pending, or completed, action, suit, or
proceeding, whether civil, criminal, administrative, investigative, formal or
informal, in which he or she is, or is threatened to be made, a named defendant
or respondent: (a) because he or she is or was a director, officer, employee, or
agent of the Company; (b) because he or she or is or was serving at the request
of the Company as a director, officer, partner, trustee, employee, or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise; or (c) because he or she is or was serving as an employee of
the corporation who was employed to render professional services as a lawyer or
accountant to the corporation; regardless of whether such person is acting in
such a capacity at the time such obligation shall have been imposed or incurred,
if (i) such person acted in a manner he or she believed in good faith to be in
or not opposed to the best interest of such corporation, and, with respect to
any criminal proceeding, if such person had no reasonable cause to believe his
or her conduct was unlawful or (ii), with respect to an employee benefit plan,
such person believed in good faith that his or her conduct was in the interests
of the participants in and beneficiaries of the plan.

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

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

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

Item 16. Exhibits.

Exhibit
Number

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

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

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

23.1 Consent of KPMG Peat Marwick LLP.

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

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

Item 17. Undertakings.

(a) The Company hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement to include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.

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

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

(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized.

TOTAL SYSTEM SERVICES, INC.
(Registrant)

April 17, 1998 By:/s/Richard W. Ussery
Richard W. Ussery,
Chairman and
Principal Executive Officer

POWER OF ATTORNEY

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

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

/s/James H. Blanchard Date: April 17, 1998
- -----------------------------------------
James H. Blanchard,
Director and Chairman of the
Executive Committee

/s/Richard W. Ussery Date: April 17, 1998
- -----------------------------------------
Richard W. Ussery,
Chairman of the Board
and Principal Executive Officer

/s/Philip W. Tomlinson Date: April 17, 1998
- --------------------------------------------
Philip W. Tomlinson,
President
and Director

/s/James B. Lipham Date: April 17, 1998
- ------------------------------------------
James B. Lipham,
Executive Vice President, Treasurer, Principal
Accounting and Financial Officer

/s/William A. Pruett Date: April 17, 1998
- ----------------------------------------------
William A. Pruett,
Executive Vice President

/s/M. Troy Woods Date: April 17, 1998
- ------------------------------------------------
M. Troy Woods,
Executive Vice President

/s/Griffin B. Bell Date: April 17, 1998
- ----------------------------------------------
Griffin B. Bell,
Director

/s/Richard Y. Bradley Date: April 17, 1998
- --------------------------------------------
Richard Y. Bradley,
Director

/s/Gardiner W. Garrard, Jr. Date: April 17, 1998
- ------------------------------------------
Gardiner W. Garrard, Jr.,
Director

/s/John P. Illges, III Date: April 17, 1998
- --------------------------------------------
John P. Illges, III,
Director

/s/Mason H. Lampton Date: April 17, 1998
- ----------------------------------------
Mason H. Lampton,
Director

/s/Samuel A. Nunn Date: April 17, 1998
- --------------------------------------------
Samuel A. Nunn,
Director

/s/H. Lynn Page Date: April 17, 1998
- -----------------------------------------------
H. Lynn Page,
Director

/s/W. Walter Miller, Jr. Date: April 17, 1998
- --------------------------------------------
W. Walter Miller, Jr.,
Director

/s/William B. Turner Date: April 17, 1998
- -------------------------------------------
William B. Turner,
Director

/s/James D. Yancey Date: April 17, 1998
- ------------------------------------------
James D. Yancey,
Director

filings\tss\divdrein.tss

EXHIBIT INDEX

Exhibit
Number Description

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

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

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

23.1 Consent of KPMG Peat Marwick LLP.

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

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

filings\tss\exindxs8.apr

April 17, 1998

Total System Services, Inc.
1200 Sixth Avenue
Columbus, GA 31901

Ladies and Gentlemen:

With reference to the registration statement which Total System
Services, Inc. (the "Company") proposes to file with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), registering 2,000,000 common shares (par value $.10 per
share) of the Company (the "Shares") which may be issued and sold under the
Company's Dividend Reinvestment and Direct Stock Purchase Plan (the "Plan"), I
am of the opinion that:

(1) The Company is a corporation duly organized and validly
existing under the laws of the State of Georgia.

(2) All proper corporate proceedings have been taken so that the
Shares have been duly authorized and, upon issuance, in the
case of authorized and unissued shares, and payment therefor
in accordance with the Plan and the resolutions of the Board
of Directors of the Company relating to the adoption of the
Plan and the offering and sale of common shares thereunder,
will be legally issued, fully paid and nonassessable.

I do hereby consent to any reference to me contained in, and to the
filing of this opinion with the Commission in connection with, the registration.

Sincerely,

Kathleen Moates

KM\bmk

Independent Auditors' Consent

The Board of Directors
Total System Services, Inc.

We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.

KPMG Peat Marwick LLP

Atlanta, Georgia
April 16, 1998