SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                                  May 14, 1998
                            (Earliest Event Reported)

                           Total System Services, Inc.
                          (Exact Name of Registrant as
                            Specified in its Charter)

   Georgia                     1-10254                           58-1493818
(State of                   (Commission File                   (IRS Employer
 Incorporation)               Number)                           Identification
                                                                Number)

                   1200 Sixth Avenue, Columbus, Georgia 31901
                    (Address of principal executive offices)

                                 (706) 649-2267
                         (Registrant's Telephone Number)

          (Former name or former address, if changed since last report)


Item 5.           Other Events.

         On May 14, 1998, Total System Services, Inc.  ("Registrant")  announced
that it has signed a ten year processing  agreement with Sears,  Roebuck and Co.
("Sears")  to convert  and  process  its  private-label  portfolio  on TSYS' TS2
Cardholder  System.  The ten year term will  begin  upon the  completion  of the
conversion  of Sears  accounts to TS2,  which  conversion is  anticipated  to be
completed in the second quarter of 1999.

         Although TSYS' transactions  processed,  revenues  realized,  and costs
recognized for private-label  portfolios are less than for comparably sized Visa
and MasterCard portfolios, TSYS expects its processing of the Sears portfolio to
produce a net profit margin consistent with TSYS' historical net profit margins.

         A  copy  of  Registrant's  press  release  regarding  the  announcement
referenced  above is attached hereto as Exhibit 99.1, and by this reference made
a part hereof.

         The matters set forth in this Form 8-K contain certain  forward-looking
statements that involve certain risks and uncertainties including the successful
conversion  of the Sears  private-label  card  portfolio  to the TS2  cardholder
system, the future utilization of Sears  private-label  cards by consumers,  and
the associated  realization of revenues and recognition of costs consistent with
assumptions  used  by  TSYS in  negotiating  the  terms  and  conditions  of the
processing agreement.

Item 7.           Financial Statements, Pro Forma Financial
                  Information and Exhibits.

         (a)      Financial Statements - None.

         (b)      Pro Forma Financial Information - None.

         (c)      Exhibits

                  99.1 - Registrant's press release, May 14, 1998

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                                    Signature

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  Registrant  has caused  this  report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                              TOTAL SYSTEM SERVICES, INC.
                                              ("Registrant")

Dated: May 14, 1998                           By:/s/ Kathleen Moates
                                                     Kathleen Moates
                                                     Deputy General Counsel

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                                  Exhibit Index

Exhibit Number                                       Description

99.1                                                 Registrant's
                                                     press release
                                                     dated May 14, 1998






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