EXHIBIT 5.1
                                     [LETTERHEAD]


December 12, 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 3,941,647 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 Ownership 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 December 12, 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 States of California, Delaware and the federal
securities laws of the United States.



USCS International, Inc.
December 12, 1996
Page 2


Based on the foregoing, it is our opinion that all of the Shares, when issued
and delivered in accordance with the terms of the Plan, 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