EXHIBIT 5.1


                                  [LETTERHEAD]



November 8, 1996

USCS International, Inc.
2969 Prospect Park Drive
Rancho Cordova, California  95670


Ladies and Gentlemen:

You have requested our opinion as counsel for USCS International, Inc., a 
Delaware corporation (the "Company"), in connection with the registration 
under the Securities Act of 1933, as amended (the "Securities Act"), and the 
Rules and Regulations promulgated thereunder, of an aggregate of 200,000 
shares (the "Shares") of the Company's common stock, par value $0.05 per 
share (the "Common Stock"), issuable in connection with the Company's 
Employee Stock Purchase Plan (the "Plan").

This opinion is rendered pursuant to Item 601(b)(5)(i) of Regulation S-K 
promulgated under the Securities Act.

For purposes of this opinion, we have examined the Registration Statement on 
Form S-8 to be filed with the Commission on or about November 8, 1996 (the 
"Registration Statement").  We have also been furnished with and have 
examined originals or copies, certified or otherwise identified to our 
satisfaction, of all such records of the Company, agreements and other 
instruments, certificates of officers and representatives of the Company, 
certificates of public officials and other documents as we have deemed it 
necessary as a basis for the opinions hereafter expressed.  As to questions 
of fact material to such opinions, we have, where relevant facts were not 
independently established, relied upon certifications by principal officers 
of the Company.  We have made such further legal and factual examination and 
investigation as we deem necessary for purposes of rendering the following 
opinions.

In our examination we have assumed the genuineness of all signatures, the 
legal capacity of natural persons, the correctness of facts set forth in 
certificates, the authenticity of all documents submitted to us as originals, 
the conformity to original documents of all documents submitted to us as 
certified or photostatic copies, and the authenticity of the originals of 
such copies.  We have also assumed that such documents have each been duly 
authorized, properly executed and delivered by each of the parties thereto 
other than the Company.

We are members of the bar of the State of California.  Our opinions below are 
limited to the laws of the State of California and the federal securities 
laws of the United States.





USCS International, Inc.
November 8, 1996
Page 2

Based on the foregoing, it is our opinion that all of the Shares, when issued 
and delivered against payment in full of the respective exercise prices in 
accordance with the terms of the Plan and agreements governing such options, 
will be legally and validly issued, fully paid and nonassessable.

We consent to the filing of this opinion as an exhibit to the Registration 
Statement on Form S-8.

Very truly yours,


/s/ Graham & James LLP
GRAHAM & JAMES LLP