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                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                                  FORM 10-Q/A


   [X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934
        For the quarterly period ended March 31, 1998

   [ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934


                         Commission file Number 1-10993


                          SPS TRANSACTION SERVICES, INC.
             (Exact name of Registrant as specified in its charter)

              Delaware                                         36-3798295
       (State of incorporation)                            (I.R.S. Employer
                                                          Identification No.)

    2500 Lake Cook Road, Riverwoods, IL                           60015
  (Address of principal executive offices)                     (Zip Code)

     Registrant's telephone number, including area code:   (847) 405-3400


Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to such 
filing requirements for the past 90 days.   Yes [X]  No [  ]

As of April 30, 1998, the Registrant had 27,279,469 shares of common stock, 
$0.01 par value, outstanding.







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The Registrant hereby amends Part II, Item 6(a) of its quarterly report on Form 
10-Q for the quarterly period ended March 31, 1998.

Item 6.  Exhibits and Reports on Form 8-K.

(a) Exhibits.

    2.1  Stock Purchase Agreement dated April 18, 1998, between SPS Transaction 
         Services, Inc. and Associates First Capital corporation.

   10.1  Fifth Amendment to the Amended and Restated Borrowing Agreement dated 
         as of April 2, 1998 between the Company and MSDW.*

   10.2  Amendment to the Facility Fee Letter Agreement dated as of April 2, 
         1998, between the Company and MSDW.*

   10.3  First Amendment to the Amended and Restated Credit Card Receivables 
         Purchase Agreement dated as of April 15, 1998, among HSB, the
         Company, SPS, MSDW, BCC and Societe Generale.*

   11.0  Computation of Earnings per Common Share.*

   27.0  Financial Data Schedule.*

   27.1  Restated Financial Data Schedule for year ended December 31, 1997.*

   27.2  Restated Financial Data Schedule for year ended December 31, 1996.*

* Previously filed.

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                                 SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.



                                    SPS TRANSACTION SERVICES, INC.
                                    ------------------------------
                                            (Registrant)




Date:  September 11, 1998           By:/s/ Russell J. Bonaguidi
       ------------------           ------------------------------
                                    Russell J. Bonaguidi
                                    Vice President and Controller (Duly
                                    Authorized Officer and Principal
                                    Accounting Officer)




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EDGAR
Exhibit    Description of Exhibits
-------    -----------------------

  2.1      Stock Purchase Agreement dated April 18, 1998, between SPS 
           Transaction Services, Inc. and Associates First Capital 
           corporation.

 10.1      Fifth Amendment to the Amended and Restated Borrowing Agreement
           dated as of April 2, 1998 between the Company and MSDW.*

 10.2      Amendment to the Facility Fee Letter Agreement dated as of April 2,
           1998, between the Company and MSDW.*

 10.3      First Amendment to the Amended and Restated Credit Card Receivables
           Purchase Agreement dated as of April 15, 1998, among HSB, the  
           Company, SPS, MSDW, BCC and Societe Generale.*

 11.0      Computation of Earnings per Common Share.*

 27.0      Financial Data Schedule.*

 27.1      Restated Financial Data Schedule for year ended December 31, 1997.*

 27.2      Restated Financial Data Schedule for year ended December 31, 1996.*

* Previously filed.