EXHIBIT 10.4

                    THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

     This Amendment to Employment Agreement (this "Amendment") is made as of the
23rd day of March 1995, between FIRST FINANCIAL MANAGEMENT CORPORATION, a
Georgia corporation ("FFMC"), and PATRICK H. THOMAS (the "Executive"), to
further amend the Employment Agreement, dated March 22, 1994, between FFMC and
the Executive (the "Employment Agreement").

                              W I T N E S S E T H:

     WHEREAS, pursuant to the Amendment to Employment Agreement dated December
21, 1994, between FFMC and the Executive (the "First Amendment"), the Employment
Agreement was amended deleting subsections (b) and (g) of Section 3 in their
entirety, thereby eliminating FFMC's obligations to make a Restricted Stock
Award of 472,500 shares of the Common Stock and a Restricted Stock Award of
500,000 shares of FFMC Common Stock pursuant to Restricted Award Agreements,
dated March 22, 1994);

     WHEREAS, the Restricted Stock Awards granted under the Employment Agreement
were in fact rescinded and cancelled by agreement of FFMC and the Executive and
the Restricted Stock Award Agreement, dated as of March 22, 1994, between FFMC
and the Executive (governing the Restricted Stock Award of 472,500 shares of
FFMC Common Stock) and the Restricted Stock Award Agreement, dated as of March
22, 1994, between FFMC and the Executive (governing the Restricted Stock Award
of 500,000 shares of FFMC Common Stock) were in fact rescinded and cancelled by
agreement of FFMC and the Executive, and all rights of the Executive thereunder
were in fact terminated;

     WHEREAS, pursuant to a Second Amendment to the Employment Agreement dated
March 13, 1995, new Restricted Stock Awards have been granted to the Executive;
and

     WHEREAS, the parties desire to further amend the Employment Agreement:

     NOW, THEREFORE, in consideration of the mutual promises herein, the parties
hereto agree as follows:

 
                                 A G R E E M E N T

     1.   All capitalized terms used herein shall have the same meanings
ascribed to them in the Employment Agreement and the First Amendment.

     2.   Section 5(g) is hereby changed to read as follows:

          (g)  In addition to the amounts payable under subsection (a), (b) or
          (c) of this Section 5, FFMC shall pay the Executive a tax equalization
          payment in accordance with this subsection.  The tax equalization
          payment shall be in an amount which when added to the other amounts
          payable to the Executive under this Section 5 will place the Executive
          in the same after-tax position as if the excise tax penalty of Section
          4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or
          any successor statute of similar import, did not apply to any of the
          amounts payable under this Section 5 or any other amounts paid or
          deemed to be paid to the Executive by FFMC pursuant to this Agreement,
          whether or not the Executive's employment is terminated, including any
          amounts paid under this subsection (g).  The amount of this tax
          equalization payment shall be determined by FFMC's independent
          accountants and shall be payable to the Executive at the same time as
          the payment under subsection (a), (b) or (c) of this Section 5.

     3.   Except as expressly modified by this Amendment and the First and
Second Amendments, the Employment Agreement shall remain in full force and
effect pursuant to its terms.

 
     IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date first above written.

                              FIRST FINANCIAL MANAGEMENT
                                CORPORATION


                              By:/s/ Robert E. Coleman
                                 ----------------------------------
                                 Robert E. Coleman, Chairman of the
                                 Compensation Committee

                              EXECUTIVE


                              /s/ Patrick H. Thomas
                              ---------------------
                              Patrick H. Thomas