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                                                                 EXHIBIT 10.1
                                FOURTH AMENDMENT
                                     TO THE
                     AMENDED AND RESTATED BORROWING AGREEMENT


  THIS FOURTH AMENDMENT TO THE AMENDED AND RESTATED BORROWING AGREEMENT (the 
"Amendment") dated as of April 13, 1997, is between SPS TRANSACTION SERVICES, 
INC. ("Borrower") and DEAN WITTER, DISCOVER & CO. ("Lender").

  WHEREAS, Borrower and Lender are parties to an Amended and Restated Borrowing 
Agreement, dated as of September 1, 1995, a First Amendment to the Amended and 
Restated Borrowing Agreement, dated as of May 6, 1996, a Second Amendment to 
the Amended and Restated Borrowing Agreement, dated as of September 30, 1996, 
and  a Third Amendment to the Amended and Restated Borrowing Agreement, dated 
as of January 31, 1997 (collectively, the "Borrowing Agreement"), pursuant to 
which Lender has made certain loans to the Borrower; and

  WHEREAS, the Borrower and Lender desire to further amend the Borrowing 
Agreement.

  NOW THEREFORE, the Borrowing Agreement is amended as follows:

  1.  Each capitalized term used in this Amendment (and not otherwise defined 
herein) shall have the same meaning as set forth in the Borrowing Agreement.

  2.  The definition of "Commitment Termination Date" as set forth in Section 
1.01 of the Borrowing Agreement is hereby amended and henceforth shall read as 
follows:

     "Commitment Termination Date" shall mean April 11, 1998, provided  
     that upon the amendment, termination, expiration or supplementation 
     of the Credit Agreement dated as of April 14, 1997 (the "Credit 
     Agreement") among Lender, the banks listed therein, the Managing 
     Agents referred to therein, The Chase Manhattan Bank, as 
     Administrative Agent and Morgan Guaranty Trust Company of New York, 
     as Documentation Agent, Lender may, upon ten (10) days' prior    
     written notice to Borrower, modify the Commitment Termination Date 
     to be that date which is two (2) business days prior to the 
     expiration or termination of the Credit Agreement (as amended or 
     supplemented) or any revolving credit agreement entered into by 
     Lender to replace the Credit Agreement.

  3.  Section 2.01(a) of the Borrowing Agreement is hereby amended in its 
entirety and henceforth shall read as follows:

    (a) Revolving Loan Commitment.  Subject to the terms and conditions of this 
    Borrowing Agreement and relying upon representations, warranties and 
    covenants of Borrower set forth herein, Lender shall make loans (all such   
    loans made pursuant to this Section 2.01(a) being referred to herein 
    collectively as the "Loans") to Borrower at any time and from time to time 
    prior to the Commitment Termination Date, in an aggregate principal amount 
    not exceeding at any one time outstanding $1,200,000,000 (the 
    "Commitment").  Prior to the Commitment Termination Date, Lender shall have 
    no obligation to make advances to the extent any requested advance would 
    cause the principal amount outstanding under the Revolving Notes to exceed 
    the Commitment, provided, that Lender may elect (but shall not be 
    obligated) from time to time to make advances in excess of the Commitment.

  4.  Except as provided herein, the terms and conditions of the Borrowing 
Agreement shall remain in full force and effect.


  IN WITNESS WHEREOF, the parties have caused this Amendment to be duly 
executed as of the date first written above.


SPS TRANSACTION SERVICES, INC.         DEAN WITTER, DISCOVER & CO.

By:  /S/ Thomas M. Goldstein           By:  /S/ Birendra Kumar

Title:   Vice President - Finance      Title:   Treasurer