EXHIBIT 10.1
                                FIFTH AMENDMENT
                                    TO THE
                     AMENDED AND RESTATED BORROWING AGREEMENT


   THIS FIFTH AMENDMENT TO THE AMENDED AND RESTATED BORROWING AGREEMENT (the 
"Amendment") dated as of April 2, 1998, is between SPS TRANSACTION SERVICES, 
INC. ("Borrower") and MORGAN STANLEY DEAN WITTER & CO. (formerly, 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, a Third Amendment to the Amended and Restated Borrowing 
Agreement, dated as of January 31, 1997 and a Fourth Amendment to the Borrowing 
Agreement dated as of April 13, 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 November 20, 1998, 
        provided that upon the amendment, termination, expiration or 
        supplementation of the Credit Agreement dated as of November 21, 
        1997 (the "Credit Agreement") among Lender, the banks listed 
        therein, the Managing Agents referred to and defined therein, The 
        Chase Manhattan Bank, as Administrative Agent, and Chase 
        Securities Inc., 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 of 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 
       $1,100,000,000 (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.            MORGAN STANLEY DEAN WITTER & CO.

By:/s/ Robert L. Wieseneck                By:/s/ Alexander Frank

Title: President                          Title: Treasurer