NATIONAL DATA CORPORATION
1981 EMPLOYEE STOCK PURCHASE PLAN

1.  PURPOSE

The purpose of the National Data Corporation 1981 Employee Stock Purchase
Plan (the "Plan") is to encourage and enable eligible
employees of National Data Corporation (the "Company")
and its subsidiaries to acquire proprietary interests
in the Company through the ownership of Common Stock of
the Company.  The Company believes that employees who
participate in the Plan will have a closer
identification with the Company by virtue of their
ability as stockholders to participate in the Company's
growth and earnings.  The Plan also is designed to
provide motivation for participating employees to
remain in the employ of and to give greater effort on
behalf of the Company.  It is the intention of the
Company to have the Plan qualify as an "employee stock
purchase plan" under Section 423 of the Internal
Revenue Code of 1954.  Accordingly, the provisions of
the Plan shall be construed so as to extend and limit
participation in a manner consistent with the
requirements of that section of the Code.

2. DEFINITIONS
The following words or terms shall have the following
meanings:

(a)  "Plan" shall mean this National Data Corporation
1981 Employee Stock Purchase Plan.

(b)  "Company" shall mean National Data Corporation.

(c)  "Board of Directors" shall mean the Board of Directors
of the Company or the Executive Committee of such Board.

(d)  "Shares," "Stock" or "Common Stock" shall mean shares
of $1.25 par value Common Stock of the Company.

(e)  "The Committee" shall mean the committee appointed by the
President of the Company to administer the Plan.

(f)  "Subsidiary" shall mean any corporation, if the Company
owns or controls, directly or indirectly, more than a majority of
the voting stock of such corporation.

(g)  "Eligible Employee" shall mean a person regularly 
employed by the Company or a Subsidiary on the effective date of
any offering of stock pursuant to the Plan; provided, however,
that no person shall be considered an Eligible Employee unless he
is customarily employed by the Company or a Subsidiary for more
than twenty hours per week and more than five months in a
calendar year; and provided further, that the Board of Directors
may exclude the employees of any specified Subsidiaries from any
offering under the Plan.

(h)  "Purchase Period" shall mean the number of calendar
months during which installment payments for stock purchased
under the Plan shall be made.


(i)  "Options" shall mean the right or rights granted to
Eligible Employees to purchase the Company's Common Stock under
an offering made under the Plan pursuant to their elections to
purchase.

(j)  "Subscription Period" shall mean that period of time
prescribed in any offer of stock under the Plan beginning on the
first day employees may elect to purchase shares and ending on
the last day such elections to purchase are authorized to be
received and accepted.

(k)  "Average Market Price" shall mean the mean between the
high "bid" and low "ask" prices for the Company's shares of 
Common Stock in the over-the-counter market, as reported by the
National Quotation Bureau, Inc. (or other national quotation
service). If the Company's Common Stock is not regularly traded
in the over-the-counter market but is registered on a national
securities exchange, "Average Market Price" shall mean the
closing price of the Company's Common Stock on such national
securities exchange.

(l)  "Annual Pay" shall mean an amount equal to the sum
of (i) the annual basic rate
of pay of an Eligible Employee as determined from the
payroll records of the Company or a Subsidiary on the
effective date of an offer of stock made pursuant to
the Plan, and (ii) the amount paid to the Eligible
Employee by the Company or a Subsidiary under any
incentive compensation or bonus plan during the twelve
month period immediately preceding the effective date
of an offer of stock made pursuant to the Plan.

3. SHARES RESERVED FOR PLAN

The shares of the Company's Common Stock to be sold
to Eligible Employees under the
Plan may, at the election of the Company, be either
treasury shares or shares originally issued for such
purpose.  The maximum number of shares which shall be
reserved and made available for sale under the Plan
shall be 300,000.  The shares so reserved may be issued
and sold pursuant to one or more offerings under the
Plan.  The Board of Directors will specify the total
number of shares to be made available for purchase
under each offering.  With respect to each offering,
the Board of Directors will specify the number of
shares to be made available, the length of the
Subscription Period, the length of the Purchase Period
and such other terms and conditions not inconsistent
with the Plan as may be necessary or appropriate.  In
no event shall the Subscription Period and the Purchase
Period together exceed 27 months for any offering.     

In the event of a subdivision or combination of the
Company's shares, the maximum number of shares that may
thereafter be issued and sold under the Plan and the
number of shares under elections to purchase at the
time of such subdivision or combination will be
proportionately increased or decreased, the terms
relating to the price at which shares under elections
to purchase will be sold will be appropriately
adjusted, and such other action will be taken as in the
opinion of the Board of Directors is appropriate under
the circumstances.  In case of a reclassification or
other change in the Company's shares, the Board of
Directors also will make appropriate adjustments.

4. ADMINISTRATION OF THE PLAN

The Plan shall be administered by a Committee consisting of not less than
three members who shall be appointed by the President
of the Company.  Each member of the Committee shall be
a director, officer or employee of the Company.  The
Committee shall be vested with full authority to make,
administer and interpret such equitable rules and
regulations regarding the Plan or to make amendments to
the Plan itself as it may deem advisable.  Any
determination, decision, or action of the Committee in
connection with the construction, interpretation,
administration, or application of the Plan shall be
final, conclusive, and binding upon all Eligible
Employees and any and all persons claiming under or
through an Eligible Employee.

The Committee may act by a majority vote at a
regular or special meeting of the
Committee or by decision reduced to writing and signed
by a majority of the members of the Committee without
holding a formal meeting.  Vacancies in the membership
of the Committee arising from death, resignation or
other inability to serve shall be filled by appointment
by the President of the Company.

5.  PARTICIPATION IN THE PLAN

Options to purchase the Company's Common
Stock under the Plan shall be granted only to Eligible
Employees.  Options to purchase shares will be granted
to all Eligible Employees of the Company or any of its
Subsidiaries whose Eligible Employees are granted such
rights; provided however, that the Board of Directors
may determine that any offering of Common Stock under
the Plan will not be extended to directors, officers,
or highly paid employees of the Company or its
Subsidiaries or to those employees whose principal
duties consist of supervising the work of other
employees.

6.  PURCHASE PRICE

The purchase price for shares purchased pursuant to the Plan (except as
otherwise provided herein) will be 85% of the Average
Market Price on the last business day of the month in
which the Purchase Period ends or, if no shares were
traded on that day, on the last day prior thereto on
which shares were traded, provided, however, that the
purchase price for shares purchased pursuant to the
Plan shall not be more than 85% of the Average Market
Price on the first day of the Purchase Period or, if no
shares were traded on that day, on the last day prior
thereto on which shares were traded.

7.  METHOD OF PAYMENT

Payment for shares purchased pursuant to the
Plan shall be made in installments through payroll
deductions, with no right of prepayment.  Each Eligible
Employee electing to purchase shares will authorize the
Company to withhold a designated amount from his
regular weekly, biweekly, semimonthly or monthly pay
for each payroll period during the Purchase Period.
All such payroll deductions made for an Eligible
Employee shall be credited to his account under the
Plan.  At the end of the Purchase Period, each Eligible
Employee shall receive in cash the balance remaining in
his account, if any, after the purchase of the number
of shares covered by his option to purchase shares.    

8.  EMPLOYEE'S ELECTION TO PURCHASE -   GRANT OF OPTIONS
In order to participate in the Plan, an
Eligible Employee must sign an election to purchase
shares on a form provided by the Company stating the
Eligible Employee's desire to purchase shares under the
Plan and showing the amount which the Eligible Employee
elects to have withheld from his pay for each payroll
period during the Purchase Period.  The election to
purchase shares must be delivered on or before the last
day of the Subscription Period to the person or office
designated to receive and accept such elections.
Subject to the limitations set forth in Paragraph 9,
each participating Eligible Employee shall be granted
an option to purchase a fixed maximum number of shares
determined by the following procedure:

Step 1 -  Determine the aggregate amount which will be withheld from
          the Eligible Employee's pay during the Purchase Period;

Step 2 -  Determine the figure that represents 85% of
          the Average Market Price on the first
          day of the Purchase Period;

Step 3 -  Divide the figure determined in Step 1 by
          the figure determined in
          Step 2 and round off the quotient to the nearest whole
          number.  This final figure shall be the fixed maximum
          number of shares which the Eligible Employee may be
          granted an option to purchase.

The date on which the option is granted to each participating Eligible
Employee shall be the first day of the Purchase Period.
Notice that an option has been granted shall be given
to each participating Eligible Employee and shall show
the maximum number of shares covered by the option and
the amount to be withheld from such Eligible Employee's
pay for each payroll period during the Purchase
Period.

In the event the total maximum number of
shares resulting from all elections to purchase under
any offering of shares under the Plan exceeds the
number of shares offered, the Company reserves the
right to reduce the maximum number of shares that
Eligible Employees may purchase pursuant to their
elections to purchase, to allot the shares available in
such manner as it shall determine and to grant options
to purchase only for such reduced number of shares.    

All shares included in any offering under the Plan in
excess of the total number of shares that all Eligible
Employees elect to purchase and all shares with respect
to which elections to purchase are cancelled as
provided in Paragraph 12 shall continue to be reserved
for the Plan and shall be available for inclusion in
any subsequent offering under the Plan.

9.  LIMITATIONS ON NUMBER OF SHARES
THAT MAY BE PURCHASED

The following limitations shall apply with respect to the
number of shares that may be purchased by each Eligible
Employee who elects to participate in an offering under
the Plan:

 (a)  No Eligible Employee may purchase shares
during any one offering pursuant to the Plan for an
aggregate purchase price (which shall be computed on an
annual basis in the event the Purchase Period is more
or less than 12 months) in excess of 20% of his Annual
Pay; and
 (b)  No Eligible Employee shall be granted an
option to purchase shares under the Plan if such
Eligible Employee, immediately after such option is
granted, owns stock or holds options to purchase stock
possessing 5% or more of the total combined voting
power or value of the capital stock of the Company or
of any Subsidiary; and
 (c)  No Eligible Employee may be granted an
option to purchase shares that permits
his rights to purchase stock under the Plan and all
other such plans of the Company and of any Subsidiary
to accrue at a rate that exceeds in any one calendar
year $25,000 of the fair market value of such stock
(determined on the date the option to purchase is
granted).

An Eligible Employee may elect to purchase
less than the total number of shares that he is
entitled to elect to purchase.

10.  RIGHTS OF STOCKHOLDER

An Eligible Employee will become a
stockholder of the Company with respect to shares for
which payment has been completed at the close of
business on the last business day of the Purchase
Period.  An Eligible Employee will become a stockholder
with respect to shares purchased in case of
cancellation of an election to purchase at the time the
purchase of such shares becomes effective as
hereinafter provided.  An Eligible Employee will have
no rights as a stockholder with respect to shares under
an election to purchase shares until he has become a
stockholder as provided above.  A certificate for the
shares purchased will be issued as soon as practicable
after an Eligible Employee becomes a stockholder.

11. RIGHTS TO PURCHASE SHARES NOT TRANSFERABLE

An Eligible Employee's rights under his election to
purchase shares may not be sold, pledged, assigned or
transferred in any manner otherwise than by will or the
laws of descent and distribution.  If this provision is
violated, the right of the Eligible Employee to
purchase shares shall terminate and the only right
remaining under such Eligible Employee's election to
purchase will be to have paid over to the person
entitled thereto the amount then credited to the
Eligible Employee's account.

12.  CANCELLATION OF ELECTION TO PURCHASE

An Eligible Employee who has elected to purchase
shares may cancel his election in
its entirety or may partially cancel his election by
reducing the amount that he has authorized the Company
to withhold from his pay for each payroll period during
the Purchase Period.  Any such full or partial
cancellation shall be effective upon the delivery by
the Eligible Employee of written notice of cancellation
to the office or person designated to receive
elections.  Such notice of cancellation must be so
delivered before the close of business on the last
business day of the Purchase Period.  If an Eligible
Employee partially cancels his original election by
reducing the amount authorized to be withheld from his
pay, he shall continue to make installment payments at
the reduced rate for the remainder of the Purchase
Period. Only one partial cancellation may be made
during a Purchase Period.

Upon the cancellation of an Eligible Employee's
election to purchase shares,
such Eligible Employee may receive in cash, as soon as
practicable after delivery of the notice of
cancellation, the amount then credited to his account,
except, in the case of a partial cancellation, he must
retain in his account an amount equal to the amount of
his new payroll deduction times the number of payroll
periods in the Purchase Period through the date of
cancellation.

13.  LEAVE OF ABSENCE OR LAYOFF

An Eligible Employee purchasing stock under the Plan who
is granted a leave of absence (including a military
leave) or is laid off during the Purchase Period may at
that time (on a form provided by the Company) elect one
of the following:

  (a)  He may suspend payments during
the leave of absence or, in the case of a layoff, he
may suspend payments for not more than 90 days, but not
in either case beyond the last month of the Purchase
Period; or

  (b)  He may make his installment
payments in cash but not, in case of leave of absence,
for longer than his leave nor more than 90 days in case
of a layoff.

If option (a) is elected, the Eligible
Employee at the end of the suspension period must make
up the deficiency in his account either by immediate
lump sum payment (with installment payments to be made
thereafter) or by uniformly increased installment
payments so that, assuming the maximum purchase price
per share, payment for the maximum number of shares
covered by his option will be completed in the last
month of the Purchase Period.  If the Eligible Employee
elects to make increased installment payments, he may,
nevertheless, at any time make up his remaining
deficiency by a lump sum payment.

 If an Eligible Employee who has elected either of options (a) or (b)
does not return to active service upon the expiration
of his leave of absence or within 90 days from the date
of his layoff, his election to purchase shall be deemed
to have been cancelled at that time except to the
extent that within a reasonable time thereafter (but no
more than three months and not later than the last day
of the Purchase Period), he elects to obtain shares as
provided in Paragraph 12.

If no event shall an Eligible Employee be permitted to complete payment for
any shares after 27 months from the date of the
commencement of the Subscription Period.

14. EFFECT OF FAILURE TO MAKE PAYMENTS WHEN DUE

If in any payroll period, for any reason not set forth in
Paragraph 13, an Eligible Employee who has filed an
election to purchase shares under the Plan has no pay
or his pay is insufficient (after other authorized
deductions) to permit deduction of his installment
payment, such payment may be made in cash at the time.
If not so made, the Eligible Employee, when his pay is
again sufficient to permit the resumption of
installment payments, must pay in cash the amount of
the deficiency in his account or arrange for uniformly
increased installment payments so that, assuming the
maximum purchase price per share, payment for the
maximum number of shares covered by his option will be
completed in the last month of the Purchase Period.  If
the Eligible Employee elects to make increased
installment payments, he may, nevertheless, at any time
make up the remaining deficiency by a lump sum
payment.

Subject to the above and other provisions of
the Plan permitting postponement, the Company may treat
the failure by an Eligible Employee to make any payment
as a cancellation of his election to purchase shares.
Such cancellation will be effected by mailing notice to
him at his last known business or home address.  Upon
such mailing, his only right will be to receive in cash
the amount credited to his account.

15. RETIREMENT

If an Eligible Employee officially
retires and has an election to purchase shares in
effect at the time of his retirement, he may, within
three months after the date of his retirement (but in
no event later than the end of the Purchase Period), by
delivering written notice to the office or person
designated to receive elections, elect to:

  (a)  complete the remaining installment payments in cash,

  (b)  make a lump sum payment in the amount of any deficiency
for the remaining portion of the Purchase Period, or 

  (c)  cancel his election to purchase shares in
accordance with the provisions of Paragraph 12.

If no such notice is given within such period, the election
will be deemed cancelled as of the date of retirement
and the only right of the Eligible Employee will be to
receive in cash the amount credited to his account.    


16.  DEATH

If an Eligible Employee, including a
retired Eligible Employee, dies and has an election to
purchase shares in effect at the time of his death, the
legal representative of the deceased Eligible Employee
may, within three months from the date of death (but in
no event later than the end of the Purchase Period), by
delivering written notice to the office or person
designated to receive elections, elect to:

  (a)  complete the remaining installment payments in cash,

  (b)  make a lump sum payment in the amount of any deficiency
for the remaining portion of the Purchase Period, or   

  (c)  cancel the election to purchase shares in
accordance with the provisions of Paragraph 12.

If no such notice is given within such period, the election
will be deemed cancelled as of the date of death, and
the only right of such legal representative will be to
receive in cash the amount credited to the deceased
Eligible Employee's account.

17.  TERMINATION OF EMPLOYMENT OTHER
     THAN FOR RETIREMENT OR DEATH

If an Eligible Employee's employment is terminated for any
reason other than retirement or death prior to the end
of the Purchase Period, his election to purchase shall
thereupon be deemed cancelled as of the date on which
his employment ended.  In such an event, no further
payments under such election will be permitted, and the
Eligible Employee's only right will be to receive in
cash the amount credited to his account.

18. APPLICATION OF FUNDS

All funds received by the Company in payment
for shares purchased under the Plan
and held by the Company at any time may be used for any
valid corporate purpose.

19.  GOVERNMENTAL APPROVALS OR CONSENTS

The Plan shall not be effective unless it is
approved by the stockholders of the Company within 12
months after the Plan is adopted by the Board of
Directors of the Company.  The Plan and any offerings
and sales to Eligible Employees under it are subject to
any governmental approvals or consents that may be or
become applicable in connection therewith.  The Board
of Directors of the Company may make such changes in
the Plan and include such terms in any offering under
the Plan as may be necessary or desirable, in the
opinion of counsel, so that the Plan will comply with
the rules or regulations of any governmental authority
and so that Eligible Employees participating in the
Plan will be eligible for tax benefits under the United
States Internal Revenue Code of 1954, as amended, or
the laws of any state.

EXHIBIT A
NATIONAL DATA CORPORATION
1981 EMPLOYEE STOCK PURCHASE PLAN

1.  PURPOSE

The purpose of the National Data Corporation 1981 Employee
Stock Purchase Plan (the "Plan") is to encourage and
enable eligible employees of National Data Corporation
(the "Company") and its subsidiaries to acquire
proprietary interests in the Company through the
ownership of Common Stock of the Company.  The Company
believes that employees who participate in the Plan
will have a closer identification with the Company by
virtue of their ability as stockholders to participate
in the Company;'s growth and earnings.  The Plan also
is designed to provide motivation for participating
employees to remain in the employ of and to give
greater effort on behalf of the Company.  It is the
intention of the Company to have the Plan qualify as an
"employee stock purchase plan" under Section 423 of the
Internal Revenue Code of 1954.  Accordingly, the
provisions of the Plan shall be construed so as to
extend and limit participation in a manner consistent
with the requirements of that section of the Code.     

2.  DEFINITIONS

The following words or terms shall have the following meanings:

  (a)  "Plan" shall mean this National Data
Corporation 1981 Employee Stock
Purchase Plan.

  (b)  "Company" shall mean National Data
Corporation.

AMENDMENT NUMBER ONE
TO
NATIONAL DATA CORPORATION
EMPLOYEE STOCK PURCHASE PLAN

THIS AMENDMENT to the National Data Corporation 1981
Employee Stock Purchase Plan (the "Plan") is adopted by
National Data Corporation (hereinafter referred to as
the "Company"), effective as of the dates indicated
herein.

W I T N E S S E T H:

WHEREAS, the Company desires to amend the Plan to effect certain changes
relating to partial and full cancellation by employees
participating in the Plan; and

WHEREAS, the Securities and Exchange Commission has approved the
proposed Amendment;

NOW, THEREFORE the Company hereby amends the Plan as follows:

1.   The second paragraph of Section 12 is
deleted in its entirety and a new
paragraph is substituted therefor as follows:

"Upon the full cancellation of an Eligible Employee's
election to purchase shares, such Eligible Employee may
elect to:  (i) receive in cash, as soon as practicable
after delivery of the notice of cancellation, the full
amount then credited to his account, or (ii) retain in
his account the full amount then credited to his
account.  In the case of a partial cancellation, such
Eligible Employee may elect to retain up to the full
amount then credited to his account in such account,
but in no case shall the amount retained in his account
be less than an amount equal to the amount of his new
payroll deduction times the number of payroll periods
in the Purchase Period through the date of such partial
cancellation.  Any amounts remaining in such Eligible
Employee's account at the end of the Purchase Period
shall be applied to purchase shares under the Plan."   

2.   This Amendment to the Plan shall be effective as
of October 1, 1987.  Except as amended herein, the Plan
shall continue in full force and effect.

IN WITNESS WHEREOF, the undersigned Company has
adopted this Amendment on the date shown below, but
effective as of the date indicated above.              

NATIONAL DATA CORPORATION
By: /s/ D. J. Blankers
Title: Senior Vice President
Date:  9/23/87

ATTEST:
/s/E. M. Ingram
Secretary