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    As filed with the Securities and Exchange Commission on December 6, 1994

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-A

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(B) OR 12(G) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                               __________________

                     FIRST FINANCIAL MANAGEMENT CORPORATION
             (Exact name of registrant as specified in its charter)

                  GEORGIA                            58-1107864               
                  -------                            ----------               
        (State of incorporation or     (I.R.S. Employer Identification Number)
               organization)                                                  


                         3 CORPORATE SQUARE, SUITE 700
                            ATLANTA, GEORGIA  30329

         (Address, including zip code, of principal executive offices)


Securities to be registered pursuant to Section 12(b) of the Act:

                                              Name of each exchange on which  
Title of each class to be so registered       each class is to be registered 
- ---------------------------------------       ------------------------------

         5% SENIOR CONVERTIBLE   
          DEBENTURES DUE 1999                     NEW YORK STOCK EXCHANGE
                                          

Securities to be registered pursuant to Section 12(g) of the Act:  NONE









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Item 1.   Description of Registrant's Securities to be Registered.

          The 5% Senior Convertible Debentures due 1999 registered hereby are
          described in "Description of Debentures" contained in Post-Effective 
          Amendment No. 1 to the Registrant's Registration Statement on Form 
          S-3 filed on December 6, 1994 (File No. 33-56327), which is hereby 
          incorporated by reference.  As supplemental information, the general
          description of debt securities issuable under such Registration 
          Statement on Form S-3 set forth in "Description of Debt Securities" 
          therein is also hereby incorporated by reference.
                                                   
Item 2.   Exhibits

          1.0   "Description of Debentures" and "Description of Debt
                Securities" as contained in Post-Effective Amendment No. 1 to 
                the Registrant's Registration Statement on Form S-3 filed on 
                December 6, 1994 (File No. 33-56327).
                                                           
          2.1   Restated Articles of Incorporation.*

          2.2   Bylaws, as amended.**

          2.3   Indenture, dated as of December 5, 1994, between the Registrant
                and NationsBank of Georgia, National Association, as
                Trustee.***

          2.4   First Supplemental Indenture, dated as of December 5, 1994, 
                between the Registrant and NationsBank of Georgia, National
                Association, as Trustee.****





______________
* Filed with the Commission as an exhibit to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1994 and incorporated herein by
reference.

** Filed with the Commission as an exhibit to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1993 and incorporated herein
by reference.

*** Filed with the Commission on December 5, 1994 as an exhibit to Amendment
No. 2 to the Registrant's Registration Statement on Form S-3 (File No.
33-56327) and incorporated herein by reference.

**** Filed with the Commission on December 6, 1994 as an exhibit to
Post-Effective Amendment No. 1 to the Registrant's Registration Statement on
Form S-3 (File No. 33-56327) and incorporated herein by reference.



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                                   SIGNATURE


         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.


                                    FIRST FINANCIAL MANAGEMENT CORPORATION
                             
                             
                             
Date:  December 6, 1994             By:     /s/ M. TARLTON PITTARD   
                                        -----------------------------
                                        M. Tarlton Pittard,
                                        Senior Executive Vice President,
                                        Treasurer and Chief Financial Officer






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