Exhibit 10.8
                   JOHN H. HARLAND COMPANY
                  RESTRICTED STOCK AGREEMENT


     This Restricted  Stock Agreement  evidences the  grant by
John  H.   Harland  Company,   a  Georgia   corporation,  (the
"Company") of shares  of restricted stock  to Timothy  C. Tuff
("Executive"), subject  to  all  of  the  specific  terms  and
conditions set forth in this agreement.


                Specific Terms and Conditions


I.        S    Grant Date.  The grant date  is October 6, 1998

(the "Grant Date").

I.        S    Total Number of  Shares.   The total  number of

shares of restricted par  value $1.00 Common Stock  of John H.
Harland Company (the "restricted stock") subject  to the grant
is 39,596 shares.

I.        S    Dividends and Voting.  Executive shall have all

shareholder voting rights and rights to dividends paid in cash
with respect  to the  shares of  stock subject  to the  grant.
The Company shall retain any dividends  paid in stock, subject
to vesting  pursuant to  this agreement  of the  corresponding
restricted stock.

I.        S    Holding and Transfer of Stock Certificate.  The

Company shall issue the shares of restricted stock in the name
of Executive; however, the Company shall hold the shares until
Executive  vests  in  the  shares  or  until  the  shares  are
forfeited as described in S  5.  If Executive  vests in shares
of the restricted stock,  the Company shall  transfer physical
custody of vested shares  to Executive free of  any forfeiture
restrictions on such date or on the next  business date if the
Executive vests on a  date that it not  a business date.   Any
shares that are forfeited  automatically shall revert  back to
the Company.   Executive shall  have no  right to  transfer or
otherwise alienate or assign his interest in any shares of the
restricted stock,  except  through  the  laws of  descent  and
distribution,  before  Executive  vests  in   the  shares  and
physical custody of the shares is transferred to Executive.

I.        S    Vesting and Forfeiture.<PAGE>





A.                  General Rule.   Executive's  right to  the

shares of restricted stock shall remain  subject to forfeiture
until Executive vests in the shares in  accordance with this S
5.  Executive  shall vest in  the shares of  restricted stock,
and such shares shall  no longer be subject  to forfeiture, in
accordance with the following schedule based on his completed,
continuous years of employment with the  Company, or, earlier,
in accordance with S 5(b), (c) or (d) below:


       Completed Years of                   Number of
  Employment with the Company             Shares Vested


               3                               50%

               4                               75%

               5                              100%




A.                  Termination Without  Good Cause.   If  the

Company terminates  Executive without  Good Cause  (as defined
below) prior  to  his  completion  of  5 continuous  years  of
employment with the Company, Executive will vest in the shares
in accordance with the following schedule:


       Completed Years of                   Number of
  Employment with the Company             Shares Vested


          less than 3                          50%

   at least 3 but less than 4                  75%

   at least 4 but less than 5                 100%



A.                  Death or Disability.  Executive shall vest

completely in the shares  of restricted stock and  such shares
shall no  longer  be subject  to  forfeiture upon  Executive's
death or  total  disability (as  determined  by the  Company's
Board of  Directors  (the "Board"))  while  employed with  the
Company.<PAGE>





A.                  Change in  Control.   Except as  otherwise

provided in this S5(d), in the event of a Change in Control of
the  Company   (as  defined   below),  Executive   shall  vest
completely in any  shares of  restricted stock  not previously
vested.  Notwithstanding   the  foregoing,   if  the   Company
determines that, as a result of a Change  in Control, any cash
compensation,  benefits,  acceleration  of  vesting  of  stock
options or restricted stock,  or other payments in  the nature
of compensation  (within the  meaning of  Section 280G  of the
Internal Revenue Code of 1986, as amended ("Code")) to (or for
the benefit  of) Executive  provided under  the terms  of this
Agreement or otherwise (collectively,  such cash compensation,
benefits, acceleration and other payments  are referred herein
as the "Payments") would constitute parachute payments (within
the meaning  of Section  280G of  the Code)  that would  cause
Executive to incur  an excise  tax under  Section 4999  of the
Code or the Company to lose a tax deduction under Section 280G
of the Code for  any Payments, such Payments  shall be reduced
to  the  extent  the  Company  deems  necessary  so  that  the
Executive is not subject  to an excise tax  under Section 4999
of the  Code and  the Company  does not  lose a  tax deduction
under Section 280G of the Code for any  Payments.  The Company
shall reduce Payments in the following  order: (1) by reducing
the number of stock  options that become vested  upon a Change
in Control (in reverse order of price, with the highest priced
options first becoming unvested),  (2) by reducing  the number
of shares of restricted stock that become vested upon a Change
in Control, and  (3) by  reducing cash  compensation.   In the
event that  any shares  of restricted  stock  covered by  this
Agreement are  not  vested  by  reason  of  the  reduction  in
Payments  pursuant   to   this   S 5(d),  such   shares   will
nevertheless  continue   to  vest   in  accordance   with  the
provisions of S 5(a), (b) and (c) hereof.  The Company (at the
Company's  expense)  shall   use  a  public   accounting  firm
reasonably  acceptable  to  Executive   to  make  calculations
necessary for determining any  such reduction of  Payments and
to certify to Executive  that the remaining Payments  will not
cause Executive to incur  an excise tax under  Section 4999 of
the Code and to prepare Executive's  federal income tax return
for the year of the Change in Control.

A.                  Voluntary Termination  or Termination  for

Good Cause.   Executive  shall completely  forfeit his  entire

interest in any shares  of restricted stock that  have not yet
previously vested (and shall receive no consideration from the
Company  on  account  of  such  forfeiture)  if  (1) Executive
voluntarily terminates his  employment before a  vesting event
described in S 5(a), (b),  (c) or (d)  above, other than  as a
result of  a material  breach by  the Company  of any  written
agreement  between  Executive  and  the  Company  relating  to<PAGE>





Executive's  employment,  including  this  Agreement,  or  (2)
Executive is terminated by the Company for Good Cause.

A.                  Definitions.


     1.                  A "Change of Control" shall be deemed
     to occur  (A) upon the  sale  by the  Company  of all  or
     substantially all of its assets, the consolidation of the
     Company with another person, or the merger of the Company
     with any person as  a result of which  merger the Company
     is not the surviving entity, (B)  if Beneficial Ownership
     of 30% or more of the Common Stock of the Company is held
     by any  person or  entity, or  (C)  in the  event that  a
     "Triggering  Event"  (as  defined   therein)  shall  have
     occurred under the  Company's Share Purchase  Rights Plan
     currently in effect or  any successor plan.   "Beneficial
     Ownership" shall have the meaning provided  in Rule 13d-3
     under the Securities Exchange Act of 1934.

     1.                  "Good  Cause"  shall  mean   (A)  the
     Executive's embezzlement  of funds,  commission of  fraud
     against the  Company,  or  gross  negligence  or  willful
     misconduct in  the  performance of  his  duties; (B)  the
     failure of Executive to  devote substantially all  of his
     full working time to  the fulfillment of his  duties with
     the Company; (C)  Executive's conviction of,  guilty plea
     to, or confession of a felony or any act  of fraud or any
     other act of moral turpitude; or (D) Executive's engaging
     in conduct  or  activities  materially  damaging  to  the
     property,  business   or  reputation   of  the   Company;
     provided, however,  that no  conduct, action  or decision
     made or taken by Executive in  good faith consistent with
     the business  judgment  rule shall  provide  a basis  for
     termination for Good Cause.

A.                  Date of Employment.   For the  purposes of

this Agreement,  Executive's  employment  shall be  deemed  to
commence on the Grant Date.

I.        S    Securities Registration. Executive agrees that,

if the shares of restricted stock are not registered under the
Securities Act of  1933 ("1933 Act")  or any  applicable state
securities law at the time of  vesting, Executive will execute
a written representation to the Company, in form and substance
satisfactory to  the  Company,  that  such  shares  are  being
acquired only for investment purposes and not  with a view to,
or for resale  in connection  with, the  distribution thereof.
In such case the certificate representing such shares may bear
a  legend  to  the   effect  that  there  has   been  no  such
registration and that such shares may not be transferred, sold
or offered for resale  in the absence of  such registration or<PAGE>





delivery to the  Company of an  opinion of legal  counsel that
such registration is not required.   In addition, if Executive
is an "affiliate" of the  Company at the time  of any proposed
sale, Executive  shall  not sell  or  otherwise transfer  such
shares in the absence  of an effective  registration statement
under the 1933 Act or such state law or the availability of an
exemption from such registration.

I.        S    Other Laws.  The  Company shall have  the right

to refuse  to issue  or transfer  any stock  pursuant to  this
agreement if  the Company  acting in  its absolute  discretion
determines that the issuance  or transfer of such  stock might
violate any applicable law or regulation.

I.        S    Sale or  Merger.    Notwithstanding  any  other

provision of this agreement, if the Company agrees to sell all
or substantially all of its assets for cash or property or for
a combination of  cash and property  or agrees to  any merger,
consolidation, reorganization,  share  exchange,  division  or
other corporate transaction in  which stock is  converted into
another security or  into the right  to receive  securities or
property, the Board  may in its  sole discretion vest  some or
all of the shares of restricted stock not previously vested.

I.        S    Employment and  Termination.   Nothing in  this

agreement shall  give  Executive  the  right  to  continue  in
employment by the Company or adversely affect the right of the
Company to  terminate Executive's  employment with  or without
cause at any time.

I.        S    Section 83(b)  Election.  Executive  agrees  to

make a  timely election  under Section  83(b) of  the Internal
Revenue Code with respect  to the restricted stock  which will
cause Executive to recognize  as compensation income  the fair
market value of such  shares on the  Grant Date.   The Company
agrees to pay Executive a bonus on the Grant Date in an amount
sufficient (on  a fully  grossed-up basis)  to offset  the tax
expense associated with  such election.   The  Executive shall
execute the form of election contained at Exhibit A, and shall
file the same within 30 days of the Grant Date as provided for
under the Code.

I.        S    Binding  Effect.    This   agreement  shall  be

binding upon the  Company and  Executive and  their respective
heirs, executors, administrators and successors.

I.        S    Interpretation.   The Board,  or its  delegate,

shall have  the  power  to  interpret  this  agreement.    The<PAGE>





interpretation of any provision of this agreement by the Board
shall be final and binding on all persons.

I.        S    Governing  Law.     This  agreement   shall  be

governed by the laws of the State of Georgia.

I.        S    Headings.    The  headings  contained  in  this

agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this agreement.

I.        S    Sections.   All references  to sections  (S) in

this agreement  shall be  to sections  (S)  of this  agreement
unless otherwise expressly indicated in this agreement.

I.        S    Entire Agreement.   This agreement  is intended

by the  parties hereto  to be  the final  expression of  their
agreement with respect to the subject matter hereof and is the
complete and exclusive  statement thereof  notwithstanding any
prior representation  or  statements to  the  contrary.   This
agreement may be modified only by written instrument signed by
each of the parties hereto.

     IN  WITNESS  WHEREOF,  the  parties  have  executed  this
Restricted Stock Agreement.


                                   JOHN H. HARLAND COMPANY

                                   ___________________________
                              _________
                                             President
                                   Date: October 6, 1998


                                   ___________________________
                              _________
                                   Timothy C. Tuff
                                   Date: October 6, 1998<PAGE>