PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K

Selected Financial Data
(In thousands except per share data)

                                    Year ended  May 31,
                             1994     1993       1992     1991    1990
Revenue from operations:

Integrated Payment
  Systems                 $112,427  $113,793  $121,774  $132,918 $128,044

Health Care Application
  Systems and Services      63,005    56,268    47,735    37,488   36,767

Government, Corporate
  System and Services       20,565    21,549    24,767    29,386   26,645

Other                        8,009    12,946    22,210    27,299   82,313
- ------------------------------------------------------------------------
    Total                 $204,006  $204,556  $216,486  $227,091 $273,769

Operating income(loss)      15,887    15,021    14,675   (21,059)  11,453

Net Income:
Income (loss) from:
  Continuing operations    $ 9,710    $8,489    $7,419  $(14,136)  $1,963
  Discontinued operations        -         -         -         -    1,119
                           --------   -------  --------  -------- -------
Net income                 $ 9,710    $8,489    $7,419  $(14,136)  $3,082


Earnings (loss) per share:
  Continuing operations      $ .75     $ .68     $ .62   $ (1.20)   $ .17
  Discontinued operations        -         -         -         -      .09
                           -------     -----     -----   --------   -----
Earnings per share           $ .75     $ .68     $ .62   $ (1.20)   $ .26

Dividends per share          $ .44     $ .44     $ .44   $   .44    $ .44

Total assets              $183,326  $175,348  $194,882  $212,146 $277,200

Long-term obligations      $23,063   $26,329   $30,081   $27,377  $32,950

Total stockholders'equity $109,331  $101,261   $96,450   $93,023 $110,891
________________________________________________________________________

Note:  Certain reclassifications have been made to prior years' financial
       statements to conform to fiscal 1994 presentation.




MARKET PRICE AND DIVIDEND INFORMATION
_____________________________________________________________

During the second quarter of fiscal year 1994, National Data
Corporation was listed on the New York Stock Exchange.
Prior to that time, the Company's common stock was traded on
the over-the-counter market. National Data Corporation's
common stock is traded on the New York Stock Exchange under
the ticker symbol "NDC."  The high and low prices and
dividend paid per share of the Company's common stock for
each quarter during the last two fiscal years were as
follows:

                                                   Dividend
                                                     Per
                       High/Ask      Low/Bid        Share

Fiscal Year 1993

First Quarter             11          9 1/4          .11
Second Quarter            12 1/2      8              .11
Third Quarter             17 1/2      12             .11
Fourth Quarter            18          14 1/4         .11


Fiscal Year 1994

First Quarter             19 1/2      14 1/4         .11
Second Quarter            19 1/4      15             .11
Third Quarter             21 1/4      14 5/8         .11
Fourth Quarter            23          16 1/2         .11



The number of shareholders of record as of August 10, 1994 was 2,189.






Management's Discussion and Analysis of Financial Condition and Results of
Operations

For an understanding of the significant factors that influenced the Company's
results during the past three fiscal years, the following discussion should be
read in conjunction with the Consolidated Financial Statements appearing
elsewhere in this annual report.  Certain reclassifications have been made to
the fiscal 1993 and 1992 results to conform to the fiscal 1994 presentation.


Fiscal year ended May 31, 1994 compared to fiscal year ended May 31, 1993
________________________________________________________________________
The following table reflects the relative percentage ratios and the percent
change from the prior year:

                                                             Percent
                            Fiscal year ended May 31,        Increase
                               1994             1993         (Decrease)
(Dollars in Millions)       $         %       $        %     of Dollars
________________________________________________________________________

Revenue:
 Integrated Payment      $112.4     55%     $113.8    56%       (1%)
 Health Care               63.0     31%       56.3    28%       12%
 Government/Corporate      20.6     10%       21.5    10%       (5%)
 Other                      8.0      4%       12.9     6%      (38%)
________________________________________________________________________

  Total Revenue           204.0    100%      204.5   100%        0%

Cost of Service:
 Operations                92.8     45%       95.5    47%       (3%)
 Depreciation/Amortization 14.5      7%       15.9     8%       (9%)
 Hardware Sales             9.9      5%       11.1     5%      (11%)
________________________________________________________________________

  Total Cost of Service   117.2     57%      122.5    60%       (4%)
________________________________________________________________________

Gross Margin               86.8     43%       82.0    40%        6%

Sales, General and
 Administrative Expense    68.4     34%       67.0    33%        2%

Settlement of Shareholder
 Litigation                 2.5      1%         -      -         -

     Operating Margin      15.9      8%       15.0     7%        6%

Interest and Other Income   1.5      0%        2.5     1%      (40%)
Interest and Other Expense (2.5)    (1%)      (2.9)   (1%)     (14%)
_______________________________________________________________________

Income Before Income Taxes 14.9      7%       14.6     7%        2%

Provision for Income Taxes  5.2      2%        6.1     3%        1%
________________________________________________________________________

Net Income                  9.7      5%       8.5      4%       14%
========================================================================




Overview
________________________________________________________________________

Revenue

Total revenue for fiscal 1994 was $204,006,000, a decrease of $550,000 (less
than 1%) from revenue of $204,556,000 for the previous year.  The reduction was
due principally to two factors.  The decision to exit the Communication Services
business caused a decline in revenue of $3,733,000 from the prior fiscal year.
Also, the Integrated Payment Systems business continues to be impacted by the
shift from voice to electronic authorization, as well as declining price trends
on new transactions in the indirect business, resulting in a decline in revenue
of $1,366,000.  These decreases were offset by an increase of $6,737,000 in the
Health Care Application Systems and Services business principally due to
increased electronic claims transaction volume.  A more detailed discussion of
the business unit results follows.

Integrated Payment Systems (IPS) revenue for fiscal 1994 was $112,427,000, a
decrease of $1,366,000 (1%) from revenue of $113,793,000 for the prior year,
with the decline occurring principally in the indirect (distribution through
banks) side of the business.  The indirect business represents approximately 45%
of total IPS revenues.

Direct revenue increased $2,387,000 (4%). Transaction volumes processed
increased by 4% and terminal sales and fees increased as well, primarily as a
result of a sales expansion program.

Indirect revenue decreased $3,753,000 (7%).  Voice authorization revenue
decreased $561,000 (6%) and electronic authorization and data capture revenue
decreased $3,192,000 (7%).  The decrease in voice authorization revenue is
attributable to a continued shift of business to electronic authorizations due
to lower prices to the merchants and a higher quality of service.  Voice
authorization processing volume declined approximately 10% in the period and now
represents 8% of total IPS revenue.  The decrease in electronic authorization
and data capture revenue was primarily the result of price reductions of
approximately 7%. The number of electronic authorization and data capture
transactions processed increased modestly in the current year.


Health Care Application Systems and Services (HCASS) revenue for fiscal 1994 was
$63,005,000, an increase of $6,737,000 (12%) from revenue of $56,268,000 for the
prior year.

Electronic Claims Processing revenue increased $9,663,000 (50%). This increase
was the result of a 51% increase in claims processed for the current customer
base and new customers added this year. The Company expects the growth trends in
electronic claims processing to continue.  Pharmacy/Dental Practice Management
Systems revenue decreased $1,970,000 (7%) in fiscal 1994.  This was primarily
the result of decreased sales of the microcomputer-based pharmacy and dental
practice management systems (DataStat) which was affected by the introduction of
a new Dental prodect.  This was offset by an increase in recurring maintenance
revenue associated with the growing installed systems base.  Revenue from sales
to government and institutional customers decreased $956,000 (10%), primarily as
a result of decreased turnkey systems sales to institutional customers and
overall reductions in defense department spending.


Government and Corporate Information Systems and Services revenue
for fiscal 1994 was $20,565,000, a decrease of $984,000 (5%) from revenue of
$21,549,000 for the prior year.  Reduced demand for cash management services is
caused largely by a trend toward movement of these services to in-house,
microcomputer-based systems. The reductions were partially offset by the
emerging electronic tax filing/payment systems and applications for electronic
data interchange (EDI).

Other revenue for fiscal 1994 was $8,009,000, a decrease of $4,937,000 (38%)
from revenue of $12,946,000 for the prior year.  This decrease was primarily the
result of the Company's decision to exit the communication services market in
1991.  The Company anticipates that this revenue will cease in the first quarter
of fiscal 1995 as contracts with various customers expire.  Weak economies in
Europe and Japan and the same cash management demand trends noted previously are
the primary causes of the revenue decline in the International business.

Costs and Expenses
________________________________________________________________________

Total cost of service was $117,208,000 for fiscal 1994.  This was a decrease of
$5,329,000 (4%) from last year.  This decrease was largely the result of a
reduction in cost of operations of $2,662,000 (3%), consisting principally of
payroll and telecommunications cost reductions.  Hardware costs decreased
$1,251,000 (11%), directly related to volume associated with reduced sales of
healthcare practice management systems. Depreciation and amortization expense
decreased $1,411,000 (9%) from last year.

Gross Margin increased to 43% from 40% in the prior year.

Sales, general and administrative expense was $68,411,000 for fiscal 1994.
This is an increase of $1,413,000 (2%) from the prior year.  This increase
was primarily due to sales expansion programs in the Integrated
Payment Systems and the Healthcare Application Systems and Services areas.

The Company reflected a charge of $2,500,000 in the first quarter of fiscal
year 1994, representing the settlement costs of a lawsuit brought against
the Company.  (See Note 10 of the Consolidated Financial Statements for
further discussion of this item).


Interest and Other Income
________________________________________________________________________

Interest and other income for fiscal 1994 was $1,489,000, a decrease of
$1,043,000 (41%) below the prior year of $2,532,000.  This decrease was
principally a result of a decrease in interest income.  The lower interest
income resulted from the Company's sale of its pharmacy and dental systems lease
portfolio in fiscal 1993 (see note 7 to the Consolidated Financial Statements).


Interest and Other Expense
________________________________________________________________________

Interest and other expense for fiscal year 1994 was $2,517,000, a decrease of
$400,000 (14%) from the prior year's interest of $2,917,000.  This decrease was
largely attributable to lower borrowings on the Company's line of credit, a
decrease in interest rates and a decrease in the imputed interest rate
associated with earn-out liabilities relating to the Company's purchase of
several merchant processing businesses.


Income Taxes
________________________________________________________________________

The provision for income taxes, as a percentage of taxable income, was 35% and
42% for the years ended May 31, 1994 and 1993, respectively.  The decreased rate
in the current year is primarily due to research and development tax credits.
The Company expects this reduced rate to continue.


Net Income
________________________________________________________________________

Net income for fiscal 1994 was $9,710,000, an increase of $1,221,000 (14%), as
compared to fiscal 1993 net income of $8,489,000.  Earnings per share for fiscal
1994 were $0.75, an increase of $0.07 (10%) from last year.  The weighted
average number of common and common equivalent shares outstanding for fiscal
1994 was 12,987,000, an increase of 453,000 (4%) as compared to fiscal 1993.




Fiscal year ended May 31, 1993 compared to fiscal year ended May 31, 1992
___________________________________________________________________________

The following table reflects the relative percentage ratios and the percent
change from the prior year:

                                                             Percent
                            Fiscal year ended May 31,        Increase
                               1993             1992         (Decrease)
(Dollars in Millions)       $         %       $        %     of Dollars
________________________________________________________________________

Revenue:
 Integrated Payment      $113.8     56%     $121.8    56%       (7%)
 Health Care               56.3     28%       47.7    22%       18%
 Government/Corporate      21.5     10%       24.8    11%      (13%)
 Other                     12.9      6%       22.2    11%      (42%)
________________________________________________________________________

  Total Revenue           204.5    100%      216.5   100%       (6%)

Cost of Service:
 Operations                95.5     47%      106.6    49%      (10%)
 Depreciation/Amortization 15.9      8%       15.6     7%        2%
 Hardware Sales            11.1      5%        8.4     4%       32%
________________________________________________________________________

  Total Cost of Service   122.5     60%      130.6    60%       (6%)
________________________________________________________________________

Gross Margin               82.0     40%       85.9    40%       (5%)

Sales, General and
 Administrative Expense    67.0     33%       71.2    33%       (6%)

     Operating Margin      15.0      7%       14.7     7%        2%

Interest and Other Income   2.5      1%        2.5     1%        -
Interest and Other Expense (2.9)    (1%)      (4.4)   (2%)     (34%)
_______________________________________________________________________

Income Before Income Taxes 14.6      7%       12.8     6%       14%

Provision for Income Taxes  6.1      3%        5.4     3%       13%
________________________________________________________________________

Net Income                $ 8.5      4%      $ 7.4     3%       14%
========================================================================





Overview
________________________________________________________________________

Revenue

Total revenue for fiscal 1993 was $204,556,000, a decrease of $11,930,000 (6%)
from revenue of $216,486,000 for the previous year.  The reduction was due
principally to two factors.  The decision to exit the Communication Services
business caused a decline in revenue of $7,593,000 from the prior fiscal year.
Also, the Integrated Payment Systems business was impacted by the shift from
voice to electronic authorization, as well as price trends on new transactions
in the indirect business, resulting in a decline in revenue of $7,981,000.
These decreases were offset by an increase of $8,533,000 in the
Health Care Application Systems and Services business principally due to
increased electronic claims transaction volume.  A more detailed discussion of
the business unit results follows.

Integrated Payment Systems (IPS) revenue for fiscal 1993 was $113,793,000, a
decrease of $7,981,000 (7%) from revenue of $121,774,000 for the prior year,
with the decline occurring principally in the indirect (distribution through
banks) side of the business.  The indirect business represented approximately
50% of total IPS revenues.

Direct revenue decreased $2,007,000 (3%); however, transaction volumes processed
increased by 12% and terminal sales and fees increased as well.  Increased
transaction volume had a favorable revenue impact of $5,104,000, primarily as a
result of improved sales productivity. Terminal sales and other fees increased
$440,000. These increases were offset by a reduction in the prices charged to
merchants of $7,550,000, or approximately 15%, along with a shift from paper
to electronic-based processing.

Indirect revenue decreased $5,974,000 (10%).  Voice authorization revenue
decreased $2,608,000 (21%) and electronic authorization and data capture revenue
decreased $3,367,000 (7%).  The decrease in voice authorization revenue is
attributable to a continued shift of business to electronic authorizations due
to lower prices to the merchants and a higher quality of service.  Voice
authorization processing volume declined approximately 20% in the period and
represents 9% of the total IPS revenue.  The decrease in electronic
authorization and data capture revenue was primarily the result of price
reductions of 10%. The number of electronic authorization and data capture
transactions processed were essentially the same in both periods.

Health Care Application Systems and Services (HCASS) revenue for fiscal 1993 was
$56,268,000, an increase of $8,533,000 (18%) from revenue of $47,735,000 for the
prior year.

Electronic Claims Processing revenue increased $5,173,000 (36%).  This increase
was the result of a 48% increase in claims processed for the current customer
base and new customers. Pharmacy/Dental Practice Management Systems revenue
increased $3,442,000 (14%) in fiscal 1993.  This was primarily the result of
increased sales of the microcomputer-based pharmacy and dental practice
management systems (DataStat) and an increase in recurring maintenance revenue
associated with the growing installed customer base. Revenue from sales to
government and institutional customers decreased $82,000 (1%), primarily as a
result of decreased turnkey systems sales to institutional customers and overall
reductions in defense department spending.


Government and Corporate Information Systems and Services revenue
for fiscal 1993 was $21,549,000, a decrease of $3,218,000 (13%) from revenue of
$24,767,000 for the prior year.  Reduced demand for cash management services in
a period of low interest rates and a trend toward movement of these services to
in-house, microcomputer-based systems are largely responsible for these
reductions.

Other revenue for fiscal 1993 was $12,946,000, a decrease of $9,264,000 (42%)
from revenue of $22,210,000 for the prior year.  This decrease was primarily the
result of the Company's decision to exit the communication services market in
1991. Weak economies in Europe and Japan and the same cash management demand
trends noted previously are the primary causes of the revenue decline in the
International business.


Cost and Expenses
________________________________________________________________________

Total cost of service was $122,537,000 for fiscal 1993.  This was a decrease of
$8,032,000 (6%) from last year.  This decrease was largely the result of a
reduction in cost of operations of $11,100,000 (10%), consisting principally of
payroll and telecommunications cost reductions.  Hardware costs increased
$2,700,000 (32%), directly related to volume associated with sales of healthcare
practice management systems and point-of-sale terminal devices in the retail
market.  Depreciation and amortization expense was essentially flat at
approximately $16,000,000 in both periods.

Gross Margin realized for each year was 40%.

Sales, general and administrative expense was $66,998,000 for fiscal 1993.  This
is a decrease of $4,244,000 (6%) from the prior year. The decrease was the
result of cost containment programs focused on elimination of redundancy and
non-essential activities.  The programs were initiated in the second quarter of
fiscal 1993.  As a percentage of revenue, sales, general and administrative
expenses for fiscal 1993 and 1992 were 33% in both periods.


Interest and Other Income
________________________________________________________________________

Interest and other income for fiscal 1993 was relatively unchanged at
$2,532,000, compared to the prior year of $2,512,000.



Interest and Other Expense
________________________________________________________________________

Interest and other expense for fiscal year 1993 was $2,917,000, a decrease
of $1,479,000 (34%) from the prior year's interest expense of $4,396,000.
This decrease was largely attributable to lower borrowings on the Company's
line of credit, a decrease in interest rates and a decrease in the imputed
interest rate associated with earn-out liabilities relating to the Company's
purchase of several merchant processing businesses.


Income Taxes
________________________________________________________________________

The provision for income taxes, as a percentage of taxable income, was 42% for
both periods.

Net Income
________________________________________________________________________

Net income for fiscal 1993 was $8,489,000, an increase of $1,070,000 (14%),
as compared to fiscal 1992 net income of $7,419,000.  Earnings per share for
fiscal 1993 were $0.68, an increase of $0.06 (10%) from last year.  The
weighted average number of common and common equivalent shares outstanding
for fiscal 1993 was 12,534,000, an increase of 505,000 (4%) as compared to
fiscal 1992.


Analysis of Financial Position
_______________________________________________________________________


Liquidity and Capital Resources

Net cash provided by operating activities was $38,632,000 in fiscal 1994, an
increase of $5,681,000 (17%), compared to the prior year of $32,951,000.  The
improvement is principally related to a reduction in accounts
receivable balances as a result of increased emphasis placed on asset
management.

Cash used in investing activities was $10,291,000 compared to cash provided by
investing activities of $15,463,000 in the prior year.  In fiscal 1994, the
Company made investments in capital assets of approximately $15,357,000 as
compared to $8,237,000 in fiscal 1993. Last year the Company generated
approximately $19,257,000 in cash by selling a majority of its' lease portfolio.

Net cash used in financing activities was $7,433,000, a decrease of $26,203,000
from the prior year.  Proceeds from the sale of common stock to employees
increased $1,754,000 in the current year.  In addition, payments of $24,500,000
were made by the Company to pay-off its line of credit and note payable in
fiscal 1993.  No borrowings were made against the line of credit in fiscal 1994.
Dividends of approximately $5,500,000 and $5,300,000 were paid in fiscal 1994
and 1993, respectively.

Subsequent to year-end, the Company entered into a $15,000,000 committed,
working capital line of credit with two banks expiring in August 1995.  The
Company believes funds generated from operations along with its committed line
of credit and the $38,012,000 cash on hand will be adequate to meet normal
business operating needs.  In addition to the working capital line of credit,
the Company obtained a committed $40,000,000 acquisition line of credit which
expires in August of 1996.



Stockholders' Equity

Stockholders' equity increased $8,070,000 (8%), from May 31, 1993 to
$109,331,000 at May 31, 1994.





CONSOLIDATED  STATEMENTS  OF  INCOME
NATIONAL DATA CORPORATION




(in thousands except per share data)                      Year Ended May 31,
                                                   1994        1993       1992

Revenue                                          $204,006    $204,556  $216,486

Operating Expenses:
     Cost of service                              117,208     122,537   130,569
     Sales, general and administrative             68,411      66,998    71,242
     Settlement of shareholder litigation           2,500          -        -
                                                  --------    --------  -------
                                                  188,119     189,535   201,811

Operating income                                   15,887      15,021    14,675

Other income (expense):
     Interest and other income                      1,489       2,532     2,512
     Interest and other expense                    (2,517)     (2,917)   (4,396)
                                                  --------    --------    ------
                                                   (1,028)       (385)   (1,884)

Income before income taxes                         14,859      14,636    12,791
Provision for income taxes (Note 3)                 5,149       6,147     5,372
                                                  --------    --------   ------
     Net income                                    $9,710      $8,489    $7,419
                                                  ========    ========  ========

Earnings per common and common equivalent
shares, primary and fully diluted (Note 1)          $0.75       $0.68     $0.62
                                                  ========    ========  ========



See Notes to Consolidated Financial Statements




CONSOLIDATED  BALANCE  SHEETS
NATIONAL DATA CORPORATION

(in thousands except share data)
                                                        May 31,       May 31,
                                                         1994          1993
ASSETS                                                   ----          ----
Current assets:
  Cash and cash equivalents                            $38,012       $17,150
  Short-term investments                                    25           625
  Accounts receivable:
    Trade (less allowances of $1,168 and $1,044)        31,763        36,168
    Other (less allowances of $968 and $681)(Note 1)    19,701        17,418
  Investment in sales-type leases, current portion
    (less allowances of $575 and $968) (Note 7)          2,357         6,292
  Inventory                                              3,518         2,663
  Prepaid expenses and other current assets              4,429         5,184
                                                       --------      --------
      Total current assets                              99,805        85,500

Investment in sales-type leases (less allowances
    of $367 and $510)  (Note 7)                          1,500         3,377

Property and equipment, at cost:
  Land                                                     402           402
  Building                                               6,503         6,503
  Equipment                                             71,213        76,067
  Software  (Note 8)                                    27,519        23,849
  Leasehold improvements                                13,949        13,867
  Furniture and fixtures                                 8,744         8,856
  Work in progress                                       2,736           924
                                                       --------      --------
                                                       131,066       130,468
  Less-Accumulated depreciation and amortization      (102,754)     (100,994)
                                                       --------      --------
                                                        28,312        29,474

  Property acquired under capital leases, net of
    accumulated amortization  (Note 6)                   7,317         3,918
                                                       --------      --------
                                                        35,629        33,392

Deposits                                                 2,029         2,019

Other assets:
  Acquired intangibles and goodwill, net of accumulated
    amortization of $30,438 and $24,901 (Note 1 and 2)  41,250        46,299
  Other                                                  3,113         4,761
                                                       --------      --------
                                                        44,363        51,060

Total Assets                                          $183,326      $175,348
                                                      ========      ========
See Notes to Consolidated Financial Statements



LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                      $6,783        $8,466
  Earn-out payable on acquired businesses,
    current portion   (Note 2)                           2,598         3,032
  Accrued compensation and benefits                      4,462         4,792
  Merchant processing payables                          15,154        11,176
  Income taxes payable (Note 3)                          6,358         2,660
  Deferred income taxes, current portion                   776           703
  Obligations under capital leases,
    current portion   (Note 6)                           1,985         1,033
  Mortgage payable, current portion (Note 9)               149           135
  Other accrued liabilities                             12,667        15,761
                                                       --------      --------
      Total current liabilities                         50,932        47,758

Mortgage payable   (Note 9)                             11,100        11,261

Earn-out payable on acquired businesses  (Note 2)        1,238         3,011

Deferred income taxes (Note 3)                           1,685         6,641

Obligations under capital leases  (Note 6)               5,193         2,860

Other long-term liabilities                              3,847         2,556
                                                       --------      --------
      Total liabilities                                 73,995        74,087

Commitments and contingencies (Note 10)

Stockholders' Equity  (Note 4):
  Preferred stock, par value $1.00 per share,
    1,000,000 shares authorized; none issued                 -             -
  Common stock, par value $.125 per share,
    30,000,000 shares authorized; 12,610,262
    and 12,226,732 shares issued                         1,576         1,528
  Capital in excess of par value                        30,215        26,249
  Retained earnings                                     78,865        74,658
  Cumulative translation adjustment (Note 1)              (533)         (393)
                                                       --------      --------
                                                       110,123       102,042
  Less:
    Deferred compensation   (Note 4)                      (792)         (781)
                                                       --------      --------
Total stockholders' equity                             109,331       101,261

Total Liabilities and Stockholders' Equity            $183,326      $175,348
                                                      =========     =========
See Notes to Consolidated Financial Statements





CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
NATIONAL DATA CORPORATION
(in thousands)
                                                       Year Ended May 31,
                                                    1994       1993       1992
                                                    ----       ----       ----
Net income                                        $9,710     $8,489     $7,419
 Adjustments to reconcile net income to net
  cash provided by operating activities:
   Depreciation and amortization                  12,209     13,626     14,921
   Amortization of acquired intangibles
     and goodwill                                  5,981      6,210      6,189
   Provisions for bad debts/sales allowances/
     operations losses                             4,550      5,477      5,953
   Loss on disposal of fixed assets                   59        476        299
   Changes in assets and liabilities,
   net of the effects of acquisitions:
     Decrease in trade accounts receivable         1,208      1,772        710
     (Increase) decrease in other
        accounts receivable                       (3,885)    (5,069)       195
     Decrease in income tax receivable                 -          -       2,852
     (Increase) decrease in investment
        in sales-type leases                       6,020     (2,958)    (2,702)
     Increase in inventory                          (855)      (593)      (648)
     Decrease in prepaid expenses
        and other assets                           3,378      3,823        240
     Increase (decrease) in accounts
        payable and accrued liabilities            1,443      7,926     (8,958)
     Increase (decrease) in income tax payable
         and deferred income taxes                (1,186)    (6,228)     5,117
                                                  -------   --------    -------
 Net cash provided by operating activities        38,632     32,951     31,587

Cash flows from investing activities:
  Capital expenditures                           (10,504)    (5,305)    (6,887)
  Proceeds from sale of equipment                     13      1,511        261
  Proceeds from sale of sales-type
    leases inventory                                   -     19,257          -
  Business acquisitions                             (400)         -     (9,395)
  Decrease in investments and
    other noncurrent assets                          600          -      1,600
                                                 --------   --------   --------
 Net cash provided by (used in)
     investing activities                        (10,291)    15,463    (14,421)

Cash flows from financing activities:
  Net payments under lines of credit                   -     (4,500)   (30,780)
  Borrowing (payment) on note payable                  -    (20,000)    20,000
  Principal payments under mortgage,
    capital lease arrangements and
     other long-term debt                         (2,417)    (2,305)    (1,107)
  Principal payments on earn-out payable          (2,772)    (2,996)    (3,552)
  Net proceeds from the issuance of stock
  Under employee stock plan                        3,259      1,505      1,085
  Dividends paid                                  (5,503)    (5,340)    (5,238)
                                                 --------   --------   --------
  Net cash used in financing activities           (7,433)   (33,636)   (19,592)

Effect of exchange rate changes on cash             (46)         -         -
                                                 --------   --------   --------

Increase (decrease) in cash
    and cash equivalents                          20,862     14,778     (2,426)
Cash, beginning of period                         17,150      2,372      4,798
                                                --------   --------    --------
Cash, end of period                              $38,012    $17,150     $2,372
                                                ========   ========    ========
Supplemental schedule of noncash investing
  and financing activities:
     Capital leases entered into in
        exchange for property and equipment       $4,853     $2,932       $257
                                                ========   ========    ========
  See Notes to Consolidated Financial Statements



   

CONSOLIDATED  STATEMENTS  OF  CHANGES  IN  STOCKHOLDERS'  EQUITY
NATIONAL DATA CORPORATION
(in thousands except per share data)


                                                       Common Stock              Capital in  Cumulative            Deferred
                                                 Number                Excess of   Retained Translation  Treasury   Compen-
                                                of Shares      Amount  Par Value   Earnings  Adjustment     Stock    sation
                                                                                              
Balance at May 31, 1991                           11,796      $1,475    $22,409    $69,328         $0         $0     ($189)

     Net income                                         -           -         -      7,419            -         -        -
     Cash dividends ($.44 per share)                    -           -         -     (5,238)           -         -        -
     Foreign currency translation adjustment            -           -         -          -       (166)         -        -
     Stock issued under employee
          stock plans                                164          20      1,203           -           -         -     (138)
     Amortization of deferred
          compensation                                  -           -         -          -           -         -       327
- --------------------------------------------------------------------------------------------------------------------------
Balance at May 31, 1992                           11,960       1,495     23,612      71,509        (166)        0        0

     Net income                                         -           -         -      8,489           -          -        -
     Cash dividends ($.44 per share)                    -           -         -     (5,340)          -          -        -
     Foreign currency translation adjustment            -           -         -          -       (227)          -        -
     Stock issued under employee
          stock plans                                158          19      1,479           -          -          -        -
     Stock issued under restricted
          stock plans                                109          14      1,158           -          -          -   (1,172)
     Amortization of deferred
          compensation                                  -           -         -          -          -           -      391
- --------------------------------------------------------------------------------------------------------------------------
Balance at May 31, 1993                           12,227       1,528     26,249     74,658        (393)         0     (781)

     Net income                                         -           -         -      9,710            -         -        -
     Cash dividends ($.44 per share)                    -           -         -     (5,503)           -         -        -
     Foreign currency translation adjustment            -           -         -          -       (140)          -        -
     Stock issued under employee
          stock plans                                333          42      3,217           -           -         -        -
     Stock issued under restricted
          stock plans                                 50           6        749           -           -         -     (755)
     Amortization of deferred
          compensation                                  -           -         -          -           -          -      744
- --------------------------------------------------------------------------------------------------------------------------
Balance at May 31, 1994                           12,610      $1,576    $30,215    $78,865       ($533)        $0    ($792)
==========================================================================================================================
<FN>
See Notes to Consolidated Financial Statements

   




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1 - Summary of Significant Accounting Policies:
_____________________________________________________________

Principles of consolidation - The consolidated financial
statements include the accounts of the Company and its wholly
owned subsidiaries.  Significant intercompany transactions
have been eliminated in consolidation.

Revenue - Revenue from major software license agreements is
recognized upon installation.  Revenue associated with the
Company's government cost-plus contracts and all other
revenue is recognized as work is completed or services are
performed.

Other receivables - Other receivables consist primarily of
reimbursable amounts associated with the merchant processing
operation.

Inventory - Inventory, which is composed primarily of
microcomputer hardware and peripheral equipment and
electronic point-of-sale terminals, is stated at lower of
cost or market.  Cost is determined by using the first-in,
first-out method.

Investment in sales-type leases - The Company's leasing
operations consist principally of noncancelable leases of
computer equipment and software, generally covering five
years.  Accordingly, the present value of all payments due
under the lease contract is recorded as revenue at the
inception of the lease and shipment of the equipment.
Interest income is recorded over the lease term (see also
Note 7).

Property and equipment - Property and equipment is stated at
cost less accumulated depreciation and amortization.
Depreciation and amortization are calculated using the
straight-line method for financial reporting purposes and
primarily accelerated methods for tax purposes.  Equipment is
depreciated over two-to five-year lives, and the building is
depreciated over a 40-year life.  Leasehold improvements and
property acquired under capital leases are amortized over the
shorter of the useful life of the asset or the term of the
lease.  The costs of purchased and internally developed
software used to provide services to customers or internal
administrative services are capitalized and amortized on a
straight-line basis over their estimated useful lives, up to
five years. Work in Progress consists of capital projects
currently under development (see also Note 8).


Acquired intangibles and goodwill -  Acquired intangibles
primarily represent customer contracts and covenants-not-to-
compete associated with the Company's acquisitions.  Acquired
intangibles are amortized using the straight-line method over
their estimated useful lives of 4 to 20 years.  Goodwill
represents the excess of the cost of acquired businesses over
the fair market value of their tangible and identifiable net
assets.  Goodwill is being amortized on a straight-line basis
predominantly over 20 years. Subsequent to an acquisition,
the Company regularly evaluates whether events and
circumstances have occurred that indicate the carrying amount
of goodwill may warrant revision or may not be recoverable.
When factors indicate that goodwill should be evaluated for
possible impairment, the Company uses an estimate of the
future undiscounted net cash flows of the related businesses
over the remaining life of the goodwill in measuring whether
the goodwill is recoverable (see also Note 2).

Income taxes - The Company files income tax returns on the
accrual basis.  Deferred income taxes are provided for all
timing differences in reporting transactions for financial
reporting and income tax purposes (see also Note 3).

Earn-out payables - Earn-out payables represent the present
value of estimated future payments under the earn-out
agreements related to the Company's business acquisitions
(see also Note 2).

Foreign currency translation - The financial statements of
foreign subsidiaries have been remeasured from their
functional currency into U.S. dollars in accordance with
Statement of Financial Accounting Standards No. 52.

Cash and cash equivalents - For purposes of reporting cash
flows, cash and cash equivalents include cash on hand and
unrestricted amounts deposited with banks.

Reclassifications - Certain reclassifications have been made
to the fiscal 1993 and 1992 consolidated financial statements
to conform to the fiscal 1994 presentation.

Earnings per common share -  Earnings per common and common
equivalent share on a primary basis are computed by dividing
net income by the weighted average number of common shares
and common equivalent shares outstanding during the period.
Common equivalent shares represent stock options that, if
exercised, would have a dilutive effect on earnings per
share.  All options with an exercise price less than the
average market share price for the period are assumed to have
a dilutive effect on earnings per share.

Earnings per common and common equivalent share on a fully
diluted basis are computed by the same method as described
for primary earnings per share except that the higher of
(1) the ending market share price or (2) the average market
share price is used to compute the fully diluted earnings per
share, as compared to the average market share price for
primary earnings per share.

The primary and fully diluted weighted average number of
common and common equivalent shares outstanding is as follows
(in thousands):


                                    Year Ended May 31,
                               1994        1993      1992

Primary                       12,987      12,534    12,029

Fully Diluted                 12,987      12,535    12,029



Note 2 - Business Acquisitions
_____________________________________________________________

During fiscal year 1992, the Company acquired the merchant
credit card processing contracts of Signet Bank for
$9,395,000.

The acquisition has been accounted for as a purchase;
accordingly, the results of operations of the acquired
business from the date of acquisition, which were not
material, have been included in the accompanying consolidated
statements of income. The purchase consisted of a single cash
payment.

For all portfolios acquired, the acquired assets and
liabilities, including the acquired intangibles and
liabilities for earn-out payments (if any), were originally
recorded in the Company's consolidated financial statements
based on preliminary estimates of their fair market values at
the date of acquisition.  These estimates are revised as
necessary upon final appraisal of the acquired assets,
primarily acquired intangibles, and determination of actual
earn-out payments, if any.  During fiscal 1994 and fiscal
1993, the purchase price and earn-out liabilities related to
prior fiscal year acquisitions were increased by $564,000 and
reduced by $770,000, respectively, to reflect actual earn-out
payments and current estimates of future earn-out payments.
In addition, the Company increased interest expense by
$230,000 and reduced interest expense by $278,000 in fiscal
1994 and 1993, respectively, to adjust accrued interest on
earn-out liabilities based on revised estimates.

The changes in acquired intangibles and goodwill for fiscal
years 1994 and 1993 are summarized below (in thousands):

Balance at May 31, 1992                         $53,264
  Purchase price adjustments                       (755)
  Amortization                                   (6,210)
- -------------------------------------------------------------
Balance at May 31, 1993                         $46,299
  Additions from acquisitions                       400
  Purchase price adjustments                        532
  Amortization                                   (5,981)
- -------------------------------------------------------------
Balance at May 31, 1994                         $41,250
                                               ==========



Note 3 - Income Taxes
_____________________________________________________________

The provision for income taxes includes:

Year Ended May 31,                   1994       1993     1992
(in thousands)

Current tax expense:
   Federal                        $ 3,904    $ 3,527  $ 2,292
   State                              457        755      324
                                   -------    -------  ------
                                    4,361      4,282    2,616

Deferred tax expense:
   Federal                            661      1,772    2,618
   State                              127         93      138
                                   -------    -------  ------
                                      788      1,865    2,756

              Total               $ 5,149    $ 6,147  $ 5,372
                                   =======    =======  ======


The Company's effective tax rates differ from Federal
statutory rates as follows:

Year Ended May 31,                   1994      1993     1992
(in thousands)

Federal statutory rate               35.0%     34.0%    34.0%
   State net income taxes, net of
     federal income tax benefit       2.5%      3.8%     2.4%
   Non-taxable interest income       (1.6%)       -        -
   Non-deductible amortization of
     intangible assets                1.0%      2.2%     4.2%
   Other                             (1.9%)     2.0%     1.4%
                                    -------    ------  ------
                                     35.0%      42.0%   42.0%
                                    =======    ======  ======


Deferred tax liabilities at May 31, 1994 consist of net
noncurrent deferred tax liabilities of $1,685,000 and net
current deferred tax liabilities of $776,000. As of May 31,
1994, principal components of deferred tax items, as
aggregated under Statement of Financial Accounting Standards
#109, "Accounting for Income Taxes," are as follows (in
thousands):


Deferred tax liabilities:
  Differences between book and tax bases of:
    Property and equipment                      $ 2,138
    Employee benefit plans                          236
    Prepaid expenses                                149
    Excess of cost over fair value of
       assets acquired                            2,609
    Other                                           361
                                                 -------
                                                $ 5,493

Deferred tax assets:
  Differences between book and tax bases of:
    Accrued expenses                            $ 1,229
    Customer contracts                            1,803
                                                 -------
                                                $ 3,032

Net deferred tax liability                      $ 2,461
                                                 =======



Note 4 - Stockholder's Equity
_____________________________________________________________

Stock Option Plans - The Company had two employee option
plans at May 31, 1994, the 1982 Incentive Stock Option Plan
(1982 Plan) and the 1987 Stock Option Plan (1987 Plan).  All
stock option plans in existence in prior years were
terminated upon adoption of the 1987 Plan.  The 1982 and 1987
Plans provide for granting options, to certain officers and
key employees, to purchase the Company's common stock at
prices not less than fair market value at the time of grant.
Options granted become exercisable in various annual
increments and terminate over a period not to exceed six
years for the 1982 Plan and ten years for the 1987 Plan.

Transactions in stock options under these plans are
summarized as follows:

                                               Option Price
                              Shares Under       Per Share
                                Option       at Date of Grant
_____________________________________________________________

Outstanding at May 31, 1991    1,025,323     $9.75 - $33.75
  Granted                        657,825
  Exercised                      (47,833)
  Expired or terminated         (183,581)
- -------------------------------------------------------------
Outstanding at May 31, 1992    1,451,734     $9.25 - $33.75
  Granted                        789,159
  Exercised                     (140,870)
  Expired or terminated         (714,968)
- -------------------------------------------------------------
Outstanding at May 31, 1993    1,385,055     $8.00 - $33.75
  Granted                        519,000
  Exercised                     (239,543)
  Expired or terminated         (182,587)
- -------------------------------------------------------------
Outstanding at May 31, 1994    1,481,925     $8.00 - $33.75


At May 31, 1994, there were 643,783 shares available for
future grants under the 1987 Plan and no shares available for
grant under the 1982 Plan.

Other Stock Plans -  The Company has an Employee Stock
Purchase Plan under which the sale of 600,000 shares of its
common stock has been authorized.  Employees may designate up
to the lesser of $25,000 or 20% of their annual compensation
for the purchase of stock.  The price for shares purchased
under the plan is the lower of 85% of market value on the
first day or the last day of the purchase period.  At May 31,
1994, 564,106 shares have been issued under this plan with
35,894 shares reserved for future issuance.


The Company also has a Non-employee Directors Stock Option
Plan which provides for grants of options, consisting of
5,000 shares of the Company's common stock for each completed
year of service, to directors who are not employees of the
Company.  A maximum of five options may be granted to each
such director, and the maximum number of shares for which
options may be granted is 230,000.  The options are
exercisable immediately at the current market value on the
date of grant.  During fiscal years 1994, 1993 and 1992,
options for 25,000, 25,000 and 30,000 shares, respectively,
were issued under the Plan and none were exercised.  As of
May 31, 1994, 35,000 shares were available for future grants.

The Company's 1983 Restricted Stock Plan (Restricted Plan)
authorizes 325,000 shares of the Company's common stock to be
awarded to key employees.  Shares awarded under the
Restricted Plan are held in escrow and released to the
grantee upon the grantee's satisfaction of conditions of
the grantee's restricted stock agreement.  Awards are
recorded as deferred compensation, a reduction of
stockholder's equity based on the quoted fair market value of
the Company's common stock at the award date.  Compensation
expense is recognized ratably during the escrow period of the
award.

During fiscal years 1994, 1993 and 1992, 49,500, 109,000 and
10,000 shares, respectively, of the Company's common stock
were awarded under the Restricted Plan with restriction
periods of one to four years.  As of May 31, 1994,  122,167
shares remain in escrow.  There were 56,500 shares reserved
for future issuance under this plan.  The Company expensed
$744,000, $391,000 and $327,000 for the years ended May 31,
1994, 1993 and 1992, respectively, in connection with the
Restricted Plan.

The Company's 1984 Employee Stock Ownership Plan was
dissolved in fiscal year 1993, and all shares escrowed were
distributed to eligible employees.  At May 31, 1994, no
shares remain in escrow to be distributed to employees.


Note 5 - Pension Plan:
_____________________________________________________________

The Company has a noncontributory defined benefit pension
plan covering substantially all of its United States
employees who have met the eligibility provisions of the
plan.  Benefits are based on years of service and the
employee's compensation during the highest five consecutive
years of earnings of the last ten years of service.  Plan
provisions and funding meet the requirements of the Employee
Retirement Income Security Act of 1974, as amended.

The following table sets forth the plan's funded status and
amounts recognized in the Company's consolidated financial
statements at May 31, 1994 and 1993 (in thousands):

                                            May 31,
                                       1994         1993
Actuarial present value of
 benefit obligations:

  Accumulated benefit obligation,
   including vested benefits of
   $11,535 as of May 31, 1994
   and $10,960 as of May 31, 1993     $12,242      $11,794

  Effect of salary progression          4,068        3,634
                                     ---------     --------
  Projected benefit obligation for
   services rendered to date           16,310       15,428

Plan assets at fair market value,
 primarily common stocks and bonds     15,037       14,445
                                     ---------     --------
Plan assets less than projected
 benefit obligation                    (1,273)        (983)

Unrecognized net loss from past
 experience different from that
 assumed and effect of changes
 in assumptions                         2,533        3,034

Unrecognized prior service cost           817          983

Unrecognized net asset at June 1,
 1985, being amortized over 17 years   (1,857)      (2,092)
                                       --------     -------
Prepaid Pension Cost                     $220       $  942
                                       ========     =======

Net pension expense (benefit) included the following
components (in thousands):


                                    1994      1993      1992

Service cost-benefits earned
 during the period                $ 1,052   $  915     $ 714

Interest cost on projected
 benefit obligation                 1,283    1,093       826

Actual return on plan assets         (852)  (1,449)     (910)

Net amortization and deferral        (638)      75      (406)

Curtailment (gain) loss                66       89      (266)
                                 ----------------------------
Net Pension Expense (Benefit)      $  911    $ 723     $ (42)
                                 ============================

Significant assumptions used in determining net pension
expense (benefit) and related obligations were as follows:

                                              May 31,
                                         1994        1993
Discount rate                            7.75%       8.25%
Rate of increase in compensation
 levels                                  4.33%       4.00%
Expected long-term rate of
 return on assets                       10.00%      10.00%

The Company terminated 339 and 158 employees in fiscal 1994
and 1993, respectively.  These terminations were accounted
for in accordance with Statement of Financial Accounting
Standards No. 88, "Employer's Accounting for Settlements and
Curtailments of Defined Benefit Pension Plans and for
Termination Benefits," and the resulting curtailment loss of
$66,000 and $89,000 in the years ended May 31, 1994 and 1993,
respectively, is included in the net pension expense.

On December 18, 1991, the Company adopted a retirement plan
for non-employee directors of the Company with five or more
years of service (The Directors' Plan).  The Directors' Plan
benefits are based on 50% of the annual Director retainer
amount in effect on the date of a director's retirement
plus 10% for each year of service up to 100% of the base
amount for ten years' service.  The benefits are payable upon
retirement, at or after age 70, for a period equal to the
number of years of service as a Director but not more than 15
years for participants with 15 or more years of Board Service
as of the effective date of the Directors' Plan and not more
than 10 years for all other participants.  The expense
related to the Directors' Plan was immaterial in both fiscal
1994 and 1993.

In November 1992, the Financial Accounting Standards Board
issued Statement No. 112, "Employer's Accounting for
Postemployment Benefits."  This statement requires the
accrual of the expected cost of such benefits during the
employees' years of service.  Adoption of this statement is
required for fiscal years beginning after December 15, 1993.
The new standard will not have a material effect on the
Company's results of operations or financial position.




Note 6 - Lease Obligations
- -------------------------------------------------------------

The Company conducts a major part of its operations using
leased facilities and equipment.  Many of these leases have
renewal and purchase options and provide that the Company pay
the cost of property taxes, insurance and maintenance.

Rent expense on all operating leases for fiscal years 1994,
1993 and 1992 was $4,392,000, $5,128,000 and $5,488,000,
respectively.

Asset balances for property acquired under capital leases
consist of the following (in thousands):

                                       1994        1993
Buildings                          $      -      $ 2,300
Equipment                            10,026        5,218
                                     -------------------
                                     10,026        7,518
Less: accumulated depreciation       (2,709)      (3,600)
                                     -------------------
                                   $  7,317      $ 3,918
                                     ===================

Future minimum lease payments for all noncancelable leases at
May 31, 1994 were as follows (in thousands):

                                        Capital    Operating
                                        Leases       Leases
                                      -----------------------
1995                                  $  2,230     $ 3,855
1996                                     2,214       2,427
1997                                     1,756       1,580
1998                                     1,207         723
1999                                       494         593
Thereafter                                   -       2,323
                                      -----------------------
Total future minimum lease            $  7,901     $11,501
  payments

Less: amount representing
      interest                            (723)
                                      -----------
Present value of net minimum             7,178
 lease payments
Less:  current portion                  (1,985)
                                      -----------
Long-term obligations under
 capital leases at May 31, 1994       $  5,193
                                      ===========



Note 7 - Sales-type Leases:
_____________________________________________________________

The Company has entered into sales-type leases with customers
for certain of its computer equipment and software products.
The components of the Company's investment in such leases at
May 31, 1994 and 1993 were as follows (in thousands):

                                      1994        1993
Total future minimum lease
 payments to be received              5,746     $13,662
Less:  unearned income                 (947)     (2,515)
                                    ---------------------
Gross investment in sales-
type leases                           4,799      11,147
Less:  allowance for
       doubtful accounts               (942)     (1,478)
                                    ---------------------
Net investment in sales-              3,857       9,669
 type leases
Less: current portion                (2,357)     (6,292)
                                    ---------------------
Net investment in sales-
 type leases, noncurrent
 portion                            $ 1,500     $ 3,377
                                    =====================

In fiscal 1994 and 1993, the Company sold approximately
$11,903,000 and $21,831,000, respectively, of its sales-type
leases to a third party.  These sales have been reflected as
reductions in the above investment balances.  The related
gains, which were not material, have been recorded as other
income in the accompanying consolidated statements of income.
Under the terms of the sales, the purchaser has recourse to
the Company should certain amounts of the leases prove to be
uncollectible.  For the majority of the leases, this recourse
is limited to 20% of the outstanding balance of leases sold;
however, certain leases were sold with full recourse.  The
anticipated loss on the maximum recourse amount of $5,413,000
and $ 5,183,000 at May 31, 1994 and 1993, respectively, is
not material and is included in other current liabilities in
the accompanying consolidated balance sheets.

At May 31, 1994, the future minimum lease payments scheduled
to be received in each of the five succeeding years and
thereafter were as follows (in thousands):

Year Ending May 31,                            Amount
____________________________________________________________
1995                                         $  3,060
1996                                              932
1997                                              751
1998                                              569
1999                                              387
Thereafter                                         47
                                             ------------
                                             $  5,746
                                             ============
Note 8 - Software Costs:
_____________________________________________________________

The following table sets forth information regarding the
Company's software costs for the years ended May 31, 1994,
1993 and 1992 (in thousands):

                                    1994     1993     1992

Unamortized software costs       $7,641    $6,596    $6,892
Capitalization of internally
 developed software               1,450     1,651       883
Research and development
 primarily associated with
 software development             4,708     3,825     2,420
Software amortization expense     2,209     2,310     2,976



The Company capitalizes costs related to the development of certain
software products. In accordance with Statement of Financial Accounting
Standards No. 86, capitalization of costs begins when technological
feasibility has been established and ends when the product is available
for general release to customers.  Amortization is computed on an
individual product basis and has been recognized for those products
available for market based on the products' estimated economic lives,
not to exceed 5 years.





Note 9 - Mortgage Payable:
_____________________________________________________________

The Company has permanent financing on its headquarters
building consisting of a $12,000,000 mortgage at a 9.375%
fixed rate due in 1997.  Principal payments due on the
mortgage are as follows (in thousands):

Year Ending May 31,                            Amount
- -------------------------------------------------------------
1995                                      $     149
1996                                            164
1997                                         10,936
                                         -----------
                                          $  11,249
                                         ===========


The carrying amount approximates its fair value because the
interest rate on the mortgage approximates the current market
rates.


Note 10 - Commitments and Contingencies
____________________________________________________________

The Company and certain of its previous officers were party
to three lawsuits, which were consolidated as "National Data
Corporation Shareholder Litigation."  The plaintiffs,
purporting to act on behalf of a class, alleged violations
of rule 10(b)(5) under the Securities Exchange Act of 1934
under a "fraud on the market" theory for alleged
misrepresentations and omissions relating to expected
earnings which resulted in, the plaintiffs contend, the
Company's common stock being overvalued in the market.  The
Company and the plaintiffs signed an agreement on September
27, 1993 to settle this matter for $6,950,000.  The Company's
insurer bore two-thirds of the settlement and related future
costs.  The cost to the Company, net of insurance proceeds,
was approximately $2,500,000.  Both the Company and its insurer
paid their full share of the settlement amount on December 1,
1993, and the settlement received final approval from the court
on December 16, 1993.

The Company is party to a number of other claims and lawsuits
incidental to its business.  In the opinion of management,
the ultimate outcome of such matters, in the aggregate, will
not have a material adverse impact upon the Company's
financial position or results of operations.

Subsequent to year-end, the Company entered into a
$15,000,000 committed line of credit with two banks to fund
the Company's working capital requirements.  In addition, the
Company obtained a two-year $40,000,000 line of credit for
acquisitions.  Borrowings under these agreements bear
interest at the prime rate less 1% and the prime rate,
respectively.  The lines of credit are not secured.  The
agreements require the Company to maintain certain financial
ratios and contain other restrictive covenants.  The working
capital line of credit expires in August 1995, and the
acquisition line of credit expires in August 1996.

As of May 31, 1994, the Company processed credit card
transactions for approximately 80,000 direct merchant locations.
The annual volumes processed for each customer range from
approximately $2,000 to $1 billion.  The Company's merchant
customers have liability for charges disputed by cardholders.
However, in the case of merchant fraud, or insolvency or
bankruptcy of the merchant, the Company may be liable for any
of such charges disputed by cardholders.  The Company
requires cash deposits and other types of collateral by
certain merchants to minimize any such contingent liability.
In addition,  the Company believes that the diversification
of its merchant portfolio among industries and geographic
regions minimizes its risk of loss.  Based on its historical
loss experience, the Company has established reserves for
estimated losses on transactions processed through May 31,
1994.  In the opinion of management, such reserves for losses
are adequate.

In connection with the Company's acquisition of merchant
credit card operations of banks, the Company has also entered
into depository and processing agreements ("the Agreements")
with certain of the banks.  These Agreements allow the
Company to use the banks' "Bank Identification Number"
to clear credit card transactions through VISA and
MasterCard.  Certain of the Agreements contain financial
covenants, and the Company was in compliance with all such
covenants as of May 31, 1994.


Note 11 - Information on Major Customers and Foreign
          Operations:

_____________________________________________________________

The Company operates principally in data processing services
and provides specialized data processing applications
designed to meet the business needs of its customers.  The
applications include a variety of Healthcare Application
Systems and Services, Integrated Payment Systems and
Government and Corporate Information Systems and Services.

The Company markets its products internationally and has
sales offices in Canada, Europe and Japan.  Revenue from non-
U.S. operations was $4,873,000, $6,077,000 and $7,748,000 for
the years ended May 31, 1994, 1993 and 1992, respectively.
Operating losses from foreign operations were $449,000,
$2,102,000, and $1,061,000 in 1994, 1993 and 1992,
respectively.  Assets related to foreign operations are not
significant.

Approximately 4%, 5% and 5% of the Company's total revenue
for the years ended May 31, 1994, 1993 and 1992,
respectively, was derived from contracts with, or as a
subcontractor of contractors with, the United States
government.  All such contracts and subcontracts are
generally subject to termination at the convenience of the
United States government, whenever it believes that such
termination would be in its best interests.  If such
contracts and subcontracts were terminated for the
convenience of the United States government, the Company is
generally entitled to receive payment for work completed and
allowable termination costs.



Note 12 - Subsequent Events
____________________________________________________________


In June 1994, the assets and certain liabilities of Yes
Check, Inc., were acquired.  Yes Check, Inc. is a Chicago-
based check guarantee company with 49 employees. On July 15,
1994, the Company acquired the assets and certain liabilities
of Lytec Systems, Inc., a Salt Lake City company that
develops and markets medical practice management software
with 10 employees. The combined estimated annual revenues for
these acquired companies is $8,000,000.

Both acquisitions require earn-out payments at future dates
that are not estimable at this time.  The aggregate price
paid for these acquisitions was $9,150,000.



Note 13 - Supplemental Cash Flow Information:
____________________________________________________________

Supplemental cash flow disclosures, including noncash
investing and financing activities, for the years ended May
31, 1994, 1993 and 1992 are as follows (in thousands):

                                  1994      1993    1992

Income taxes paid, net of       $3,543     $4,260  $1,391
 refunds received
Interest paid                    1,745      2,510   3,745
Property and equipment
 acquired under capital
 leases                          4,853      2,932     257



Note 14 - Quarterly Consolidated Financial Information
          (Unaudited)

____________________________________________________________

(In thousands except per share data)

                                             Quarter Ended
                                  Aug.31     Nov.30     Feb.28   May 31

Fiscal Year 1994
Revenue                          $50,213    $50,321    $50,444   $53,028
Operating Income                   1,447      4,514      4,280     5,646
Net Income                           658      2,578      2,641     3,833
Earnings per share                   .05        .20        .20       .29


Fiscal Year 1993
Revenue                          $51,592    $49,966    $49,519   $53,479
Operating Income                   2,256      2,939      4,200     5,626
Net Income                         1,143      1,732      2,423     3,191
Earnings per share                   .10        .14        .20       .26



Note 15  - Provision for Bad Debt, Sales Allowances and
           Operational Losses
- --------------------------------------------------------


The Company establishes reserves for bad debts based upon
analyses of the trade accounts receivable aging and any
identified collection issues.

Reserves are established for sales returns and allowances
based principally on historical and projected experiences
and any identified return issues.

The Company processes VISA and MasterCard charges for its
direct merchant customers.  The Company's customers have
liability for the charges disputed by the cardholders,
based on VISA and MasterCard rules and regulations.  However,
in the case of merchant fraud, insolvency or bankruptcy by
the merchant, the Company may be liable for any such charges
disputed by the cardholder.  The Company establishes reserves
for operational charges based upon historical and projected
experiences concerning such charges.  See Note 10 for a further
description of contingencies associated with the merchant
processing business.

The following table details the reserves established for the
above activities (in thousands):

                                Fiscal Year ended May 31,

                             1994         1993        1992
                            ------       -----       -----

Bad Debt                    $  988       $1,691      $1,086

Sales Returns & Allowances   2,775        2,348       2,926

Operation Losses               787        1,438       1,941
                            ------       ------      ------
                            $4,550       $5,477      $5,953
                            ======       ======      ======
















REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Stockholders and
Board of Directors of
National Data Corporation

   We have audited the accompanying consolidated balance sheets of National
Data Corporation (a Delaware corporation) and subsidiaries as of May 31,
1994, and 1993, and the related consolidated statements of income, changes
in stockholders' equity, and cash flows for each of the three years in the
period ended May 31, 1994.  These financial statements are the responsibility
of the Company's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

   We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by the management, as well as evaluating the
overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

   In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position
of National Data Corporation and subsidiaries as of May 31, 1994 and
1993, and the results of their operations and their cash flows for
each of the three years in the period ended May 31, 1994 in conformity
with generally accepted accounting principles.

   As explained in Note 3 to the financial statements, effective June 1,
1993, the Company changed its method of accounting for income taxes.



/s/  Arthur Andersen LLP
     ____________________

     Atlanta, Georgia
     May 23, 1995




REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS AS TO SCHEDULES



We have audited in accordance with generally accepted auditing
standards, the financial statements included in National Data
Corporation's annual report to shareholders incorporated by reference in
this Form 10-K/A, and have issued our report thereon dated May 23, 1995.
Our audit was made for the purpose of forming an opinion on those
statements taken as a whole.  The schedules listed in the index above
are the responsibility of the company's management and are presented for
purposes of complying with the Securities and Exchange Commission's
rules and are not part of the basic financial statements.  These
schedules have been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, fairly
state in all material respects the financial data required to be set
forth therein in relation to the basic financial statements taken as a
whole.



/s/ Arthur Andersen LLP
Atlanta, Georgia
May 23, 1995




                                    APPENDIX A
                                       to
                             ANNUAL REPORT ON FORM 10-K

                 NATIONAL DATA CORPORATION AND ITS SUBSIDIARIES

                            FINANCIAL STATEMENT SCHEDULES

CONTENTS

Report of Independent Public Accountants as to Schedules

Consolidated Schedule I - Marketable Securities

Consolidated Schedule II - Accounts Receivable From Related Parties and
        Underwriters, Promoters and Employees Other Than Related Parties

Consolidated Schedule V - Property, Plant and Equipment

Consolidated Schedule VI - Accumulated Depreciation and Amortization of
                           Property, Plant and Equipment

Consolidated Schedule VIII - Valuation and Qualifying Accounts

Consolidated Schedule IX - Short-term Borrowings

Consolidated Schedule X - Supplementary Income Statement Information

Consent of Independent Public Accountants




   

NATIONAL  DATA  CORPORATION
CONSOLIDATED  SCHEDULE  I
MARKETABLE  SECURITIES
(In thousands)


Column A                  Column B     Column C        Column D      Column E

                                                     Market Value    Amount at
                                                     of Each Issue     Which
Name of Issuer                          Cost of      at Balance      Carried in the
and Title of Each Issue     Amount      Each Issue   Sheet Date      Balance Sheet

                                                         
Certificates of Deposit     $25         $25          $25             $25
                            ========    =======      ========        ========


   


   

NATIONAL  DATA  CORPORATION
CONSOLIDATED  SCHEDULE  II
ACCOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS,
PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES
(in thousands)


Column A               Column B               Column C         Column D - Deductions                Column E
- ---------------    ----------------------    -----------   ----------------------------------   ----------------------
                   Balance at Beginning       Additions                                           Balance at End
                        of Period              Foreign                             Foreign           of Period
                                               Currency      Amounts     Amounts   Currency
Name of Debtors   Current      Non-Current   Translation  collected  written-off   Translation   Current   Non-Current

                                                                                    
May 31, 1992

Rob Harris            170          -             12            -          -            -          182         -
Gale Turner            20         80              6            7          -            -           20        80
                    --------------------------------------------------------------------------------------------------
                     $190        $80            $18           $7          -            -         $202       $80


  May 31, 1993

Rob Harris            182          -              -           33          -         (26)          123         -
Gale Turner            20         80             14           24          -           -            25        65
                    --------------------------------------------------------------------------------------------------
                     $202        $80            $14          $57          -        ($26)         $148       $65

  May 31, 1994

Rob Harris            123          -              -          100         20          (3)            -         -
Gale Turner            25         65              5           26          -           -            26        43
                    --------------------------------------------------------------------------------------------------
                     $148        $65             $5         $126        $20         ($3)         $ 26       $43


   



   

NATIONAL  DATA  CORPORATION
CONSOLIDATED  SCHEDULE  V
PROPERTY, PLANT & EQUIPMENT
(in thousands)



COLUMN A                 COLUMN B      COLUMN C      COLUMN D     COLUMN E     COLUMN F

                                                                   OTHER
                          BALANCE                                 CHANGES       BALANCE
                            AT                                      -ADD          AT
                         BEGINNING     ADDITIONS     RETIRE-      (DEDUCT)      END OF
CLASSIFICATION           OF PERIOD      AT COST       MENTS      -DESCRIBE      PERIOD

                                                                 
YEAR ENDED MAY 31, 1992
 OWNED PROPERTY:
 LAND                         $402            $0           $0           $0          $402
 EQUIPMENT                  87,846         4,310        9,458           98  a     82,796
 SOFTWARE                   42,313         1,768        1,082        1,021  a,c   44,020
 FURNITURE AND FIXTURES      9,731           252          298           30  a      9,715
 BUILDING STRUCTURE          6,504             0            0            0         6,504
 LEASEHOLD IMPROVEMENTS     15,618           718        1,201          (63)       15,072
      SUB-TOTAL            162,414         8,059       12,039        1,086       158,509

LEASED PROPERTY:
  BUILDINGS                  2,879             0          177          (33) a      2,669
  EQUIPMENT                  2,230           257            0            0         2,487
      SUB-TOTAL              5,109           257          177          (33)        5,156

TOTAL PROPERTY            $167,523        $8,316      $12,216          $42      $163,665



YEAR ENDED MAY 31, 1993
 OWNED PROPERTY:
 LAND                         $402            $0           $0           $0          $402
 EQUIPMENT                  82,796         2,355        8,849         (235)a,b    76,067
 SOFTWARE                   44,020         2,660       22,332          425 a,b,c  24,773
 FURNITURE AND FIXTURES      9,715            28          842          (51)a,b     8,856
 BUILDING STRUCTURE          6,504             0            0            0         6,504
 LEASEHOLD IMPROVEMENTS     15,072           109        1,202         (107)a,b    13,872
      SUB-TOTAL            158,509         5,152       33,225           32       130,468

LEASED PROPERTY:
  BUILDINGS                  2,669             0          369            0         2,300
  EQUIPMENT                  2,487         2,932          201            0         5,218
      SUB-TOTAL              5,156         2,932          570            0         7,518

TOTAL PROPERTY            $163,665        $8,084      $33,795          $32      $137,986


YEAR ENDED MAY 31, 1994
 OWNED PROPERTY:
 LAND                         $402            $0           $0           $0          $402
 EQUIPMENT                  76,067         4,013        8,702         (165)a,b    71,213
 SOFTWARE                   24,773         6,340           48         (810)a,b    30,255
 FURNITURE AND FIXTURES      8,850            35          199           58 a,b     8,744
 BUILDING STRUCTURE          6,504              -            -          (1)a       6,503
 LEASEHOLD IMPROVEMENTS     13,872           116             -         (39)a,b    13,949
      SUB-TOTAL            130,468        10,504        8,949         (957)      131,066

LEASED PROPERTY:
  BUILDINGS                  2,300             0        2,300            0             0
  EQUIPMENT                  5,218         4,853           55           10        10,026
      SUB-TOTAL              7,518         4,853        2,355           10        10,026

TOTAL PROPERTY            $137,986       $14,357      $11,304        ($947)     $141,092





<FN>
(a) adjustment of prior years' items
(b) foreign currency translation
(c) revised lease terms


   



   

NATIONAL  DATA  CORPORATION
CONSOLIDATED  SCHEDULE  VI
ACCUMULATED DEPRECIATION AND AMORTIZATION OF PROPERTY, PLANT & EQUIPMEN
(in thousands)



COLUMN A                COLUMN B    COLUMN C    COLUMN D    COLUMN E       COLUMN F

                                                              OTHER
                         BALANCE                             CHANGES       BALANCE
                           AT      DEPRECIATION/              -ADD            AT
                        BEGINNING  AMORTIZATION  RETIRE-    (DEDUCT)       END OF
CLASSIFICATION          OF PERIOD     EXPENSE     MENTS     -DESCRIBE      PERIOD

                                                            
YEAR ENDED MAY 31, 1992
 OWNED PROPERTY:
  EQUIPMENT               $64,368      $9,841      $9,210        ($96)a     $64,903
  SOFTWARE                 36,392       2,434         800           7 a      38,033
  FURNITURE AND FIXTURE     5,488         953         296           -         6,145
  BUILDING STRUCTURE          731         169           -           -           900
  LEASEHOLD IMPROVEMENT     9,982       1,363       1,171           -        10,174
      SUB-TOTAL           116,961      14,760      11,477         (89)      120,155

LEASED PROPERTY:
  BUILDINGS                 2,599         462         177           -         2,884
  EQUIPMENT                   195         148           -           -           343
      SUB-TOTAL             2,794         610         177           -         3,227

TOTAL PROPERTY           $119,755     $15,370     $11,654        ($89)     $123,382


YEAR ENDED MAY 31, 1993
 OWNED PROPERTY:
  EQUIPMENT               $64,903      $9,031      $8,094        ($74)a,b   $65,766
  SOFTWARE                 38,033       1,714      22,281          53 a,b    17,519
  FURNITURE AND FIXTURE     6,145         864         798         (11)a,b     6,200
  BUILDING STRUCTURE          900         169           -           -         1,069
  LEASEHOLD IMPROVEMENT    10,174       1,341       1,025         (50)c      10,440
      SUB-TOTAL           120,155      13,119      32,198         (82)      100,994

LEASED PROPERTY:
  BUILDINGS                 2,884         115         403           -         2,596
  EQUIPMENT                   343         789         129           -         1,003
      SUB-TOTAL             3,227         904         532           -         3,599

TOTAL PROPERTY           $123,382     $14,023     $32,730        ($82)     $104,593

YEAR ENDED MAY 31, 1994
 OWNED PROPERTY:
  EQUIPMENT               $65,766      $6,358      $8,635       ($157)a,c   $63,332
  SOFTWARE                 17,519       2,208          48          (3)a,c    19,676
  FURNITURE AND FIXTURE     6,200         847         194          78 a,c     6,931
  BUILDING STRUCTURE        1,069         168           -          (1)a,c     1,236
  LEASEHOLD IMPROVEMENT    10,440       1,148           -          (9)a,c    11,579
      SUB-TOTAL           100,994      10,729       8,877         (92)      102,754

LEASED PROPERTY:
  BUILDINGS                 2,596           -       2,281        (315)a           -
  EQUIPMENT                 1,003       1,480          74         300 a       2,709
      SUB-TOTAL             3,599       1,480       2,355         (15)        2,709

TOTAL PROPERTY           $104,593     $12,209     $11,232       ($107)     $105,463

<FN>
(a) adjustment of prior year's items
(b) foreign currency translation


   






   

NATIONAL DATA CORPORATION
CONSOLIDATED SCHEDULE VIII
VALUATION & QUALIFYING ACCOUNTS
(In thousands)



Column A                         Column B        Column C        Column D      Column E

                                   Balance at  Charged to    Uncollectible   Balance at
                                   Beginning    Cost and       Accounts           End
Description                        of Period    Expenses       Write-off     of Period

                                                                    
Trade Receivable Allowances:
May 31, 1992                      $4,206          $2,604          $4,919        $1,891
May 31, 1993                       1,891           2,352           3,199         1,044
May 31, 1994                       1,044           3,150           3,026         1,168


Other Receivable Allowances:
May 31, 1992                      $1,431          $1,941          $2,329        $1,043
May 31, 1993                       1,043           2,064           2,426           681
May 31, 1994                         681           1,983           1,696           968


Sales-Type Lease Allowances:
May 31, 1992                      $2,745          $1,407          $2,086        $2,066
May 31, 1993                       2,066             727           1,315         1,478
May 31, 1994                       1,478            (208)            328           942


   


   


NATIONAL  DATA  CORPORATION
CONSOLIDATED  SCHEDULE  IX
SHORT-TERM BORROWINGS
(In thousands)


Column A                 Column B        Column C        Column D         Column E      Column F

                                                       Max Amount       Avg Amount      Weighted
                          Balance        Weighted     Outstanding      Outstanding       Avg Int
Category of aggregate    @ end of         Average      During the       During the     Rate During
short-term borrowings      Period       Interest Rate      Period           Period        the Period



                                                                            
1992:
Bank Lines of Credit      $4,500            7.00%        $34,350          $24,708  a       7.30% b



1993:
Bank Lines of Credit        $       0       6.50%         $6,500           $1,767  a       6.50% b



1994:
Bank Lines of Credit        $       0       5.64%             $0               $0          5.00% b


<FN>
See note 10 to the Consolidated Financial Statements for general terms
of the above short-term borrowings.

a.  Average amounts outstanding at the end of each month for the years ended 5/31/92 and 5/31/93
b.  Weighted average calculated using month-end balances and month-end interest rates.

   


   


NATIONAL  DATA  CORPORATION
CONSOLIDATED  SCHEDULE  X
SUPPLEMENTARY  INCOME  STATEMENT  INFORMATION
( in thousands )



                  COLUMN  A                                       COLUMN  B
                                                                  Charged to
                  Item                                            Operating Expenses

                                                                 
May 31, 1992
        Maintenance and repairs                                     $4,382
        Amortization of acquired intangibles and goodwill            6,189
        Taxes, other than payroll and income                         1,298

May 31, 1993
        Maintenance and repairs                                     $4,410
        Amortization of acquired intangibles and goodwill            5,685
        Taxes, other than payroll and income                         1,551

May 31, 1994
        Maintenance and repairs                                     $5,986
        Amortization of acquired intangibles and goodwill            5,981
        Taxes, other than payroll and income                         1,463


   

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, National Data Corporation has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                NATIONAL DATA CORPORATION


                                  By:  /s/ Jerry W. Braxton
                                  -------------------------------
                                  Jerry W. Braxton, Executive Vice
                                  President and Chief Financial Officer
                                  (Principal Financial Officer)


   Date:   May 23, 1995







 </TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>2
<DESCRIPTION>CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
<TEXT>


CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

        As independent public accountants, we hereby consent to the
 incorporation of our reports included (or incorporated by reference) in
 this Form 10-K/A, into the Registrant's previously filed Registration
 Statements, File Numbers 2-81717, 2-86961, 2-92193, 33-25635, 33-43005,
 33-44858, 33-58622 and 33-58624.



                                         Arthur Andersen LLP

Atlanta, Georgia
May 23, 1995


 </TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>3
<DESCRIPTION>FINANCIAL DATA SCHEDULE
<TEXT>

  



<ARTICLE> 5
       
                             
<PERIOD-TYPE>                                     YEAR
<FISCAL-YEAR-END>                          MAY-31-1994
<PERIOD-END>                               MAY-31-1994
<CASH>                                          38,012
<SECURITIES>                                         0
<RECEIVABLES>                                   31,763
<ALLOWANCES>                                     1,168
<INVENTORY>                                      3,518
<CURRENT-ASSETS>                                99,805
<PP&E>                                         131,066
<DEPRECIATION>                                 102,754
<TOTAL-ASSETS>                                 183,326
<CURRENT-LIABILITIES>                           50,932
<BONDS>                                              0
<COMMON>                                         1,576
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                     108,547
<TOTAL-LIABILITY-AND-EQUITY>                   183,326
<SALES>                                        204,006
<TOTAL-REVENUES>                               204,006
<CGS>                                          117,208
<TOTAL-COSTS>                                  188,119
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               2,517
<INCOME-PRETAX>                                 14,859
<INCOME-TAX>                                     5,149
<INCOME-CONTINUING>                              9,710
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     9,710
<EPS-PRIMARY>                                      .75
<EPS-DILUTED>                                      .75