SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 10-Q


                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



     For the quarterly period ended     Commission file number 0-13848
           September 30, 2000

                           ___________________________


                                CONCORD EFS, INC.

             (Exact name of registrant as specified in its charter)


                  Delaware                               04-2462252
       ______________________________              _____________________

      (State or other jurisdiction of                (IRS Employer
       Incorporation of Organization)              Identification Number)


          2525 Horizon Lake Drive, Suite 120, Memphis, Tennessee 38133
                    (Address of Principal Executive Offices)
                                 (901) 371-8000
              (Registrant's telephone number, including area code)

                                _________________


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[ ]

The number of shares of the registrant's Common Stock,  $0.33 1/3 par value,  as
of November 10, 2000 was 215,961,325.
<PAGE>

                       CONCORD EFS, INC. AND SUBSIDIARIES


                                      INDEX



                                                                       Page No.
                                                                       --------
PART 1 - Financial Information

Item 1. Financial Statements (Unaudited)

  Condensed Consolidated Balance Sheets as of September 30, 2000
   and December 31, 1999                                                  1

  Condensed Consolidated Statements of Income Three
   Months and Nine Months ended September 30, 2000
   and September 30, 1999                                                 3

  Condensed Consolidated Statements of Cash Flows
   Nine Months ended September 30, 2000 and September 30, 1999            5

  Notes to Condensed Consolidated Financial Statements                    6

Item 2. Management's Discussion and Analysis of Financial
  Condition and Results of Operations                                    12

Item 3. Quantitative and Qualitative Disclosures About
  Market Risk                                                            18


PART II - Other Information

Item 6. Exhibits and Reports on Form 8-K                                 19


Signatures                                                               20


<PAGE>
                       CONCORD EFS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

                                                      September 30  December 31
                                                          2000          1999
                                                     -------------  ------------
                                                            (in thousands)
ASSETS

CURRENT ASSETS
  Cash and cash equivalents                           $  134,727     $  122,504
  Securities available for sale                          569,920        459,664
  Accounts receivable, net                               194,381        164,492
  Inventories                                             13,370         18,076
  Prepaid expenses and other current assets               19,664         11,573
  Deferred income taxes                                    6,011          9,235
                                                     ------------   ------------
TOTAL CURRENT ASSETS                                     938,073        785,544

LOANS, net                                                73,606         30,391

PROPERTY AND EQUIPMENT, net                              189,302        168,169

GOODWILL, net                                             54,105         54,046

OTHER INTANGIBLE ASSETS, net                              72,259         57,186

OTHER ASSETS                                               8,274         16,308
                                                     ------------   ------------





TOTAL ASSETS                                          $1,335,619     $1,111,644
                                                     ============   ============

See notes to condensed consolidated financial statements.















                                       -1-
<PAGE>
                       CONCORD EFS, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS - CONTINUED
                                   (UNAUDITED)

                                                      September 30  December 31
                                                          2000          1999
                                                     -------------  ------------
                                                            (in thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and other liabilities              $  192,005     $  130,848
  Deposits                                               119,415        100,475
  Accrued liabilities                                     50,387         51,145
  Income taxes payable                                    14,431         16,591
                                                     ------------   ------------
TOTAL CURRENT LIABILITIES                                376,238        299,059
                                                     ------------   ------------

LONG-TERM DEBT                                            81,000         75,000
DEFERRED INCOME TAXES                                     17,661         16,566
OTHER LIABILITIES                                          4,009          9,669
                                                     ------------   ------------
TOTAL LIABILITIES                                        478,908        400,294
                                                     ------------   ------------

COMMITMENTS AND CONTINGENT LIABILITIES

STOCKHOLDERS' EQUITY
  Common stock                                            71,788         71,536
  Other stockholders' equity                             784,923        639,814
                                                     ------------   ------------
TOTAL STOCKHOLDERS' EQUITY                               856,711        711,350
                                                     ------------   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            $1,335,619     $1,111,644
                                                     ============   ============

See notes to condensed consolidated financial statements.















                                       -2-
<PAGE>
                       CONCORD EFS, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

                                Three Months Ended          Nine Months Ended
                                   September 30                September 30
                             -----------------------     -----------------------
                                2000          1999          2000         1999
                             ---------     ---------     ---------     ---------
                                    (in thousands, except per share data)

Revenue                      $318,700      $231,253      $876,085      $621,805

Cost of operations            233,448       162,838       645,618       438,296

Selling, general and
 administrative expenses       14,590        15,988        43,122        46,123

Acquisition expenses and
 restructuring charges         10,915            -         11,691        34,810
                             ---------     ---------     ---------     ---------

          OPERATING INCOME     59,747        52,427       175,654       102,576

Other income (expense):
 Interest income               11,952         7,071        31,417        17,874
 Interest expense              (2,662)       (1,484)       (6,962)       (8,628)
                             ---------     ---------     ---------     ---------

       INCOME BEFORE TAXES     69,037        58,014       200,109       111,822

Income taxes                   24,984        20,442        71,664        44,355
                             ---------     ---------     ---------     ---------
                NET INCOME   $ 44,053      $ 37,572      $128,445      $ 67,467
                             =========     =========     =========     =========

Pro forma provision
 for income taxes                  -            598           260         1,653
                             ---------     ---------     ---------     ---------
      PRO FORMA NET INCOME   $ 44,053      $ 36,974      $128,185      $ 65,814
                             =========     =========     =========     =========













                                       -3-

<PAGE>
                       CONCORD EFS, INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF INCOME - CONTINUED
                                   (UNAUDITED)

                                Three Months Ended          Nine Months Ended
                                   September 30                September 30
                             -----------------------     -----------------------
                                2000          1999          2000         1999
                             ---------     ---------     ---------     ---------

HISTORICAL AND PRO FORMA
 PER SHARE DATA:

 Basic earnings              $   0.20      $   0.18      $   0.60      $   0.33
                             =========     =========     =========     =========

 Diluted earnings            $   0.20      $   0.17      $   0.58      $   0.32
                             =========     =========     =========     =========

 Weighted average basic
  shares outstanding          215,138       213,884       214,871       205,656
                             =========     =========     =========     =========

 Weighted average diluted
  shares outstanding          224,228       220,660       221,938       212,958
                             =========     =========     =========     =========

See Notes to Condensed Consolidated Financial Statements - Unaudited.


























                                       -4-
<PAGE>
                       CONCORD EFS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                            Nine Months Ended
                                                              September 30
                                                         -----------------------
                                                            2000         1999
                                                         ----------   ----------
                                                             (in thousands)

NET CASH PROVIDED BY OPERATING ACTIVITIES                 $202,991     $156,864

INVESTING ACTIVITIES:
 Acquisition of securities available for sale             (160,945)    (227,819)
 Sale of securities available for sale                      36,579       44,977
 Maturities of securities available for sale                20,528       22,999
 Acquisition of property and equipment                     (52,252)     (35,157)
 Loans purchased                                           (53,657)     (10,065)
 Loan principal payments received                           10,893          524
 Merchants contracts purchased                             (25,471)     (14,174)
 Other, net                                                  2,260           -
                                                         ----------   ----------
NET CASH USED IN INVESTING ACTIVITIES                     (222,065)    (218,715)

FINANCING ACTIVITIES:
 Net increase in deposits                                   18,940       22,773
 Proceeds from sale of common stock                          7,326      228,891
 Retirement of common stock                                     -          (119)
 Proceeds from notes payable                                24,000        7,000
 Payments under credit agreement, net                           -       (21,000)
 Payments on notes payable                                 (18,969)    (125,116)
                                                         ----------   ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                   31,297      112,429
                                                         ----------   ----------
INCREASE IN CASH AND CASH EQUIVALENTS                       12,223       50,578

Cash and cash equivalents
 at beginning of period                                    122,504       84,674
                                                         ----------   ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                $134,727     $135,252
                                                         ==========   ==========

See notes to condensed consolidated financial statements.










                                       -5-
<PAGE>
                       CONCORD EFS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                               SEPTEMBER 30, 2000


Note A - Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulations  S-X.  Accordingly,  they do not include all of the  information and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements.  In the opinion of management all adjustments,  consisting
of normal recurring accruals,  considered necessary for a fair presentation have
been included.  Operating  results for the nine month period ended September 30,
2000 are not necessarily  indicative of the results that may be expected for the
year ended December 31, 2000. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Concord EFS, Inc. and
Subsidiaries  (Company)  annual report on Form 10-K for the year ended  December
31, 1999.

Restatement of Historical Financial Information

The  historical  financial  information  presented  herein has been  restated in
accordance  with  pooling  of  interests   method  of  accounting  for  business
combinations.   The  financial  information  reflects  the  financial  position,
operating  results  and cash  flows of the  respective  companies  as though the
companies were combined for all periods presented.

Certain amounts have been reclassified from prior period consolidated  financial
statements to conform with the current year presentation.

Recent Pronouncements

In June 1998,  the FASB issued  Statement No. 133,  "Accounting  for  Derivative
Instruments and Hedging  Activities."  This statement will be adopted  effective
January 1, 2001,  but it is not  expected  to  materially  impact the  Company's
financial statements.















                                       -6-
<PAGE>
                       CONCORD EFS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                               SEPTEMBER 30, 2000


Note B - Recent Acquisitions

The Company  entered into an agreement  and plan of merger as of October 6, 2000
with Star Systems,  Inc. (Star), an EFT network based in Maitland,  Florida.  In
connection  with the closing of the  merger,  Concord  will issue 24.75  million
shares of common stock for all of the outstanding shares of Star Systems' common
stock.  The merger is  expected to be  completed  during the first half of 2001,
subject to regulatory approval and other closing conditions,  and is expected to
be accounted for as a pooling of interests transaction.  For further information
see our Form 8-K dated October 9, 2000.

On August 21, 2000, the Company  acquired Cash Station Inc. (Cash  Station),  an
electronic  funds transfer network based in Chicago,  Illinois.  The acquisition
was accounted for as a pooling of interests  transaction in which Concord issued
2.5 million shares of its common stock.

On January 31, 2000,  the Company  acquired Card Payment  Systems  (CPS),  a New
York-based  reseller  of  payment  processing  services.   The  acquisition  was
accounted for as a pooling of interests  transaction in which Concord issued 6.2
million shares of its common stock. CPS provides  card-based  payment processing
services to independent  sales  organizations  (ISOs),  which in turn sell those
services to retailers.

CPS was an S-Corporation  for tax purposes prior to its merger with Concord.  As
such, the former owners of CPS were responsible for income taxes for the periods
prior to the merger.  CPS terminated its  S-Corporation  election at the time of
the merger with the Company according to Internal Revenue Service regulations.

On February 7, 2000 the  Company  announced  completion  of its  acquisition  of
Virtual Cyber Systems  (VCS),  an internet  software  development  company.  The
acquisition  of VCS,  for which the Company paid  approximately  $1.7 million in
common stock,  was accounted for as a purchase  transaction and is immaterial to
the Company's financial statements.















                                       -7-
<PAGE>
                       CONCORD EFS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                               SEPTEMBER 30, 2000


Note B - Recent Acquisitions, continued

The following table represents  selected  unaudited  financial  information,  in
thousands, split between the Company and recent acquisitions:

                              Three months ended          Nine months ended
                                 September 30                September 30
                            ---------------------       ---------------------
                              2000         1999           2000         1999
                            --------     --------       --------     --------
Pro forma revenue
  Concord EFS, Inc.         $318,700     $216,147       $862,544     $580,105
  Cash Station (1)                -         4,681          9,494       13,631
  CPS (2)                         -        10,425          4,047       28,069
                            --------     --------       --------     --------
  Combined                  $318,700     $231,253       $876,085     $621,805
                            ========     ========       ========     ========
Pro forma net income
  Concord EFS, Inc.         $ 44,053     $ 35,584       $126,979     $ 61,982
  Cash Station (1)                -           229            816          623
  CPS (2)                         -         1,759            650        4,862
  Pro forma provision
    for CPS income
    taxes (3)                     -           598            260        1,653
                            --------     --------       --------     --------
  Combined                  $ 44,053     $ 36,974       $128,185     $ 65,814
                            ========     ========       ========     ========
Pro forma basic earnings
  per share combined          $0.20        $0.17          $0.60        $0.32
                            ========     ========       ========     ========
Pro forma diluted earnings
  per share combined          $0.20        $0.17          $0.58        $0.31
                            ========     ========       ========     ========

(1)  The nine months ended  September  30, 2000  amounts  reflect the results of
     Cash  Station  operations  from  January  1,  2000  through  June 30,  2000
     (unaudited).  Cash  Station  results  of  operations  from  July 1, 2000 to
     September 30, 2000 are included in Concord EFS, Inc. amounts.

(2)  The nine months ended September 30, 2000 amounts reflect the results of CPS
     operations from January 1, 2000 through January 31, 2000  (unaudited).  The
     CPS results of  operations  from February 1, 2000 to September 30, 2000 are
     included in Concord EFS, Inc. amounts.

(3)  The results of  operations  include pro forma  income taxes that would have
     been required if CPS had been a C-Corporation.

                                       -8-
<PAGE>
                       CONCORD EFS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
                                   (UNAUDITED)
                               SEPTEMBER 30, 2000


Note C - Comprehensive Income

Total comprehensive income was $47,214 and $34,425, in thousands,  for the three
months ended,  September 30, 2000 and 1999,  respectively.  Total  comprehensive
income was $133,216 and $57,363, in thousands,  for the nine month period ended,
September 30, 2000 and 1999, respectively.

Note D - Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per
share (in thousands, except per share data):

                                     Three Months Ended      Nine Months Ended
                                        September 30            September 30
                                      2000        1999        2000        1999
                                    --------    --------    --------    --------
Numerator:
 Net income                         $ 44,053    $ 37,572    $128,445    $ 67,467
                                    ========    ========    ========    ========
Denominator:
 Denominator for basic earnings
 per share, weighted-average
 shares                              215,138     213,884     214,871     205,656

 Effect of dilutive securities,
 employee stock options                9,090       6,776       7,067       7,302
                                    --------    --------     -------    --------
 Denominator for diluted earnings
 per share adjusted for weighted-
 average shares and assumed
 conversions                         224,228     220,660     221,938     212,958
                                    ========    ========    ========    ========

Basic earnings per share              $0.20       $0.18       $0.60       $0.33
                                    ========    ========    ========    ========

Diluted earnings per share            $0.20       $0.17       $0.58       $0.32
                                    ========    ========    ========    ========

Excluding  acquisition costs and restructuring charges described in management's
discussion  and  analysis of  financial  condition  and  results of  operations,
diluted  earnings per share for the three month periods ended September 30, 2000
and 1999 were $0.23 and $0.17,  respectively,  and the nine month  periods ended
September 30, 2000 and 1999 were $0.62 and $0.44, respectively.

Earnings per share and related per share data have been  restated to reflect all
stock splits.
                                       -9-
<PAGE>
                       CONCORD EFS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
                                   (UNAUDITED)
                               SEPTEMBER 30, 2000


Note E - Segment Information

Industry segment information,  in thousands, for the three and nine months ended
September  30,  2000 and 1999 is  presented  below.  Merchant  Services  and ATM
Services  segments  are  described  in  the  Overview  section  to  Management's
Discussion  and  Analysis  of  Financial  Condition  and  Results of  Operations
included in this filing.

                              Merchant       ATM
                              Services     Services      Other         Total
                             ----------   ----------   ----------   ----------
Three months ended
 September 30, 2000
  Revenue                     $223,376     $ 89,814    $   5,510    $ 318,700
  Cost of operations          (175,010)     (52,712)      (5,726)    (233,448)
  Selling, general, &
   administrative expenses          -            -       (14,590)     (14,590)
  Acquisition &
   restructuring charges            -       (10,915)          -       (10,915)
  Taxes & interest, net             -            -       (15,694)     (15,694)
                             ----------   ----------   ----------   ----------
  Net income (loss)           $ 48,366     $ 26,187    $ (30,500)   $  44,053
                             ==========   ==========   ==========   ==========

Three months ended
 September 30, 1999
  Revenue                     $157,243     $ 69,439    $   4,571    $ 231,253
  Cost of operations          (118,716)     (41,721)      (2,401)    (162,838)
  Selling, general, &
   administrative expenses          -            -       (15,988)     (15,988)
  Acquisition &
   restructuring charges            -            -            -            -
  Taxes & interest, net             -            -       (14,855)     (14,855)
                             ----------   ----------   ----------   ----------
  Net income (loss)           $ 24,232     $ 14,983    $ (29,340)   $  37,572
                             ==========   ==========   ==========   ==========












                                      -10-
<PAGE>
                       CONCORD EFS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
                                   (UNAUDITED)
                               SEPTEMBER 30, 2000


Note E - Segment Information - continued

Industry  segment  information,  in  thousands,  for the nine month period ended
September 30, 2000 and 1999 is presented below:

                              Merchant       ATM
                              Services     Services      Other         Total
                             ----------   ----------   ----------   ----------
Nine months ended
 September 30, 2000
  Revenue                     $616,145     $248,811    $  11,129    $ 876,085
  Cost of operations          (491,140)    (146,741)      (7,737)    (645,618)
  Selling, general, &
   administrative expenses          -            -       (43,122)     (43,122)
  Acquisition &
   restructuring charges          (776)     (10,915)          -       (11,691)
  Taxes & interest, net             -            -       (47,209)     (47,209)
                             ----------   ----------   ----------   ----------
  Net income (loss)           $124,229     $ 91,155    $ (86,939)   $ 128,445
                             ==========   ==========   ==========   ==========

Nine months ended
 September 30, 1999
  Revenue                     $421,056     $187,615    $  13,134    $ 621,805
  Cost of operations          (322,279)    (109,905)      (6,112)    (438,296)
  Selling, general, &
   administrative expenses          -            -       (46,123)     (46,123)
  Acquisition &
   restructuring charges            -            -       (34,810)     (34,810)
  Taxes & interest, net             -            -       (35,109)     (35,109)
                             ----------   ----------   ----------   ----------
  Net income (loss)           $ 98,777     $ 77,710    $(109,020)   $  67,467
                             ==========   ==========   ==========   ==========















                                      -11-
<PAGE>
                       CONCORD EFS, INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


This Form 10-Q may contain or  incorporate  by  reference  statements  which may
constitute "forward-looking"  information,  within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities Act of
1934, as amended.  Any such statements are not guarantees for future performance
and involve risks and  uncertainties,  and actual results may differ  materially
from those contemplated by such  forward-looking  statements.  Important factors
that  could  cause   actual   results  to  differ   materially   from  those  in
forward-looking statements include (i) the loss of key personnel or inability to
attract additional qualified personnel,  (ii) changes in card association rules,
(iii) changes in card  association  fees, (iv)  restrictions on surcharging or a
decline in the deployment of automated teller  machines,  (v) dependence on VISA
and MasterCard registrations,  (vi) the credit risk of merchant customers, (vii)
susceptibility  to fraud at the merchant  level,  (viii)  receiving  lower price
margins from higher volume merchants, (ix) increasing competition,  (x) the loss
of key  customers,  (xii)  continued  consolidation  in the  banking  and retail
industries,  (xii) risks related to  acquisitions,  (xiii)  changes in rules and
regulations  governing  financial  institutions,  (xiv) the  inability to remain
current with rapid technological change, (xv) dependence on third-party vendors,
(xvi) the  imposition  of  additional  state  taxes,  (xvii)  volatility  of the
Company's  common stock price and (xviii) changes in interest rates. The Company
undertakes  no  obligation  to update or revise  forward-looking  statements  to
reflect changed  assumptions,  the occurrence of unanticipated events or changes
to future results over time.

Restatement of Historical Financial Information

The  historical  financial  information  presented  herein has been  restated in
accordance  with  pooling  of  interests   method  of  accounting  for  business
combinations.   The  financial  information  reflects  the  financial  position,
operating  results  and cash  flows of the  respective  companies  as though the
companies were combined for all periods presented.

Recent Developments

The Company  announced an agreement to merge with Star Systems,  Inc. (Star), an
EFT network based in Maitland,  Florida.  In connection  with the closing of the
merger,  Concord will issue 24.75 million  shares of common stock for all of the
outstanding  shares of Star Systems' common stock.  The merger is expected to be
completed  during the first half of 2001,  subject to  regulatory  approval  and
other  closing  conditions,  and is expected to be accounted for as a pooling of
interests transaction.

On August 21, 2000, the Company  acquired Cash Station Inc. (Cash  Station),  an
electronic  funds transfer network based in Chicago,  Illinois.  The acquisition
was accounted for as a pooling of interests  transaction in which Concord issued
2.5 million shares of its common stock.



                                      -12-
<PAGE>
                       CONCORD EFS, INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued


Overview

The Company is a fully  integrated  leading  provider of electronic  transaction
authorization,   processing,   settlement  and  funds  transfer  services  on  a
nationwide  basis.  The Company focuses on marketing its services to supermarket
chains and  multiple  lane  retailers,  financial  institutions,  petroleum  and
convenience  stores,  grocery stores, the trucking industry and other retailers.
The  Company's  primary  activity  is  Merchant  Services,  in which it provides
integrated  electronic  transaction  services  for credit  card,  debit card and
electronic benefits transfer (EBT) card transactions. These transaction services
include data capture,  authorization  and  settlement  services for over 400,000
point-of-sale  terminals.  The Company also provides  automated  teller  machine
(ATM)  Services,  consisting  of  owning  and  operating  both  the MAC and Cash
Station-branded   electronic   funds   transfer   network  and   processing  for
approximately 47,000 ATMs nationwide, of which it owns approximately 700.

The  substantial  majority of the Company's  revenue (70.3% in 2000 and 67.7% in
1999) is generated from fee income related to Merchant Services.  These services
include:

--   the processing of credit card transactions for all major credit card brands
     including VISA, MasterCard, American Express, Discover and Diners Club;

--   the  processing  of  debit  card  transactions  occurring  at point of sale
     terminals at our merchants' businesses; and

--   the  provision of electronic  payment  services to  supermarket  chains and
     multiple lane retailers, financial institutions,  petroleum and convenience
     stores, grocery stores, trucking companies and other retailers.

Revenue from Merchant  Services  consists  primarily of discount fees charged to
merchants,  which are a  percentage  of the dollar  amount of each  credit  card
transaction  the  Company  processes,  and  may  also  include  a flat  fee  per
transaction.  The discount fee is  negotiated  with each  merchant and typically
constitutes  a  bundled  rate  for the  transaction  authorization,  processing,
settlement  and funds transfer  services we provide.  This revenue and fees from
other  transactions  are recognized at the time the merchants'  transactions are
processed.

ATM  Services  revenue  consists  of  processing  fees for third  party ATMs and
terminals,  and other access, switching and card processing fees, and fee income
and other  surcharges  charged for  proprietary  ATMs.  ATM Services  revenue is
recognized at the time of the transaction.

The remaining balance of the Company's revenue is derived principally from check
verification and authorization services and sales of point-of-sale terminals.


                                      -13-
<PAGE>
                       CONCORD EFS, INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued


Overview - continued

Cost of operations includes all costs directly  attributable to the provision of
services to the Company's customers.  The most significant  component of cost of
operations  includes  interchange and assessment fees, which are amounts charged
by the credit and debit card  associations.  Interchange and assessment fees are
billed  primarily as a percentage  of dollar volume  processed  and, to a lesser
extent,   as  a   per-transaction   fee.  Cost  of   operations   also  includes
tele-communications costs, occupancy costs, depreciation,  the cost of equipment
leased  and  sold,  operating  salaries  and  wages,  amortization  of  merchant
contracts  and other  intangibles,  the cost of operating  the Company's MAC and
Cash Station  networks and other  miscellaneous  merchant  supplies and services
expenses.

The Company's selling,  general and administrative expenses include salaries and
wages and other general administrative  expenses (including certain amortization
costs).

Results of Operations

Revenue  increased  37.8% to $318.7  million  in the third  quarter of 2000 from
$231.3 million in the third quarter of 1999. Of 2000 revenue, Merchant Services,
ATM  Services  and  Other  Services   accounted  for  70.1%,   28.2%  and  1.7%,
respectively of revenue.  Revenue from Merchant  Services,  increased 42.1%, due
primarily to increased  transactional  volumes.  Increased volumes resulted from
adding new merchants,  increasing acceptance of electronic payment cards and the
cross-selling of settlement  processing to several EPS higher volume  merchants.
ATM Services revenue increased 29.3% on increased  transactional  volumes. Other
revenues increased 20.5% due primarily to increased terminal sales.

Net income as a  percentage  of revenue  was 13.8% in the third  quarter of 2000
compared  to 16.2% in the third  quarter  of 1999.  The  decrease  in margin was
primarily the result of acquisition and  restructuring  charges of $10.9 million
resulting from the acquisition of Cash Station.

The Cash  Station  charges,  summarized  on page 16 of this  report,  were  $4.2
million for  compensation  and severance,  $2.2 million for legal and accounting
fees and $4.5 million for network  deconversion  costs.  Cash Station  currently
outsources  its  transaction  processing  to a third party  vendor.  The Company
approved a plan to deconvert the existing  transaction  processing  platform and
integrate that platform with MAC. The Company currently  anticipates  additional
compensation and severance expenses to be incurred in the fourth quarter of 2000
and these expenses may total approximately $1.0 million.






                                      -14-
<PAGE>
                       CONCORD EFS, INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued


Results of Operations - continued

Excluding the pre-tax  charges,  net income as a percentage of revenue  remained
the same at 16.2% in the third  quarters  of 2000 and 1999.  The  margin was the
result of increases, as a percentage of revenue, in cost of operations and taxes
which were offset by a combination of improvements,  as a percentage of revenue,
in selling, general and administrative expenses, and net interest income.

Cost of  operations  increased to 73.3% of revenue in the third  quarter of 2000
compared to 70.4% in the same period of the prior year.  The increase in cost of
operations,  as a  percentage  of revenue,  was  primarily  due to lower  margin
revenue principally from larger, higher volume merchants who command and deserve
lower  transactional  pricing.  This lower margin revenue was primarily from the
cross-selling  of settlement  processing to several  higher volume EPS merchants
and from  bringing our off-line  debit  product  in-house.  The new lower margin
revenue  was  partially  offset  by  other  operating  costs  such  as  payroll,
depreciation and amortization and other certain operating costs, decreasing as a
percentage of revenue.

Selling, general and administrative expenses decreased from $16.0 million in the
third  quarter  of 1999 to $14.6  million  in 2000.  These  expenses  were  down
slightly  as higher  salaries  and wages  were  offset by lower  legal and other
expenses. As a result, selling, general and administrative expenses were 4.6% of
revenue in the third  quarter of 2000 versus 6.9% in 1999, a decrease of 2.3% as
a percentage of revenue.

Net interest  income  improved as a percentage  of total  revenue to 2.9% in the
third  quarter of 2000  compared  to 2.4% in the same  period of the prior year.
Increased  transaction  settlement  volumes  contributed to interest earned from
overnight and short-term investments.

In the nine month period ended  September 30, 2000,  revenue  increased 40.9% to
$876.1 million from $621.8 million in 1999. Of 2000 revenue,  Merchant Services,
ATM  Services  and  Other  Services   accounted  for  70.3%,   28.4%  and  1.3%,
respectively of revenue.  Revenue from Merchant  Services,  increased 46.3%, due
primarily to increased  transactional  volumes.  Increased volumes resulted from
adding new merchants,  increasing acceptance of electronic payment cards and the
cross-selling of settlement  processing to several EPS higher volume  merchants.
ATM  Services  revenue  increased  32.6%.  Increased  transactional  volumes and
in-house  processing of the EPS off-line debit product were the primary  factors
for the  increase.  Other  revenues  decreased  15.3% due primarily to decreased
terminal sales.

Net income as a percentage  of revenue was 14.7% for the nine month period ended
September 30, 2000  compared to 10.9% in 1999.  The margin  improvement  was the
result of a combination  of factors,  with the primary factor being the decrease
in acquisition expenses and restructuring charges.


                                      -15-
<PAGE>
                       CONCORD EFS, INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued


Results of Operations - continued

Acquisition  expenses and restructuring  charges were $11.7 million for the nine
month  period ended  September  30, 2000  compared to $34.8  million in the same
period of the prior year.  The current year  expenses were  primarily  advisory,
legal and accounting fees incurred in the  acquisitions of CPS and Cash Station.
As of September  30, 2000,  approximately  $8.3 million of these  expenses  were
accrued but unpaid.  The acquisition and restructuring  charges of $34.8 million
incurred in the first quarter of 1999 were in connection with the acquisition of
EPS. Further impacting this comparison,  certain nondeductible acquisition costs
and a tax  component  write-off  of $1.3  million  for  impaired  state  tax net
operating  losses were  recognized.  The pre-tax  expenses  and charges were for
acquisition expenses, communication conversion costs, asset write-offs, off-line
debit conversion and severance and other.

The following table details the reserve balance,  in millions,  from the various
acquisition expenses and charges:

                                           First     Third
                                          Qtr.2000  Qtr.2000
                                          Expenses  Expenses
                       Cash or  Balance  & Charges  & Charges           Balance
Description           Non-cash  12/31/99   Accrued   Accrued  Activity  9/30/00
------------------    --------  --------  --------   -------- --------  -------
EPS:
  Communication
   conversion costs     Cash      $11.3       -          -     $ 8.7     $ 2.6

  Severance and other   Cash        1.4       -          -       1.3       0.1

CPS:
  Advisory, Legal
   and accounting       Cash         -     $ 0.8         -       0.8        -

Cash Station:
  Compensation and
   severance            Cash         -        -       $ 4.2      3.2       1.0

  Legal and
   Accounting fees      Cash         -        -         2.2      2.1       0.1

  Network deconversion
   costs                Cash         -        -         4.5       -        4.5
                                  -----    -----      -----    -----     -----
                                  $12.7    $ 0.8      $10.9    $16.1     $ 8.3
                                  =====    =====      =====    =====     =====

                                      -16-
<PAGE>
                       CONCORD EFS, INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued


Results of Operations - continued

Excluding  the pre-tax  charges  and tax  component  write-off,  net income as a
percentage  of  revenue  improved  to 15.6%  for the  nine  month  period  ended
September  30,  2000  compared  to 15.2% in the same  period of the prior  year.
Improvements,  as a  percentage  of revenue,  were made in selling,  general and
administrative   expenses,   net  interest   income  and  income  taxes.   These
improvements  were  offset  by an  increase  in  the  cost  of  operations  as a
percentage of revenue.

Cost of operations  increased in the nine month period ended  September 30, 2000
to 73.7% of revenue  compared to 70.5% in the same period of the prior year. The
increase in cost of operations, as a percentage of revenue, was primarily due to
lower margin revenue which was principally from larger,  higher volume merchants
who command and deserve lower transactional  pricing.  This lower margin revenue
was primarily from the cross-selling of settlement  processing to several higher
volume EPS merchants and from bringing our off-line debit product in-house.  The
new lower margin revenue was partially  offset by other  operating costs such as
payroll,  depreciation  and  amortization  and other  certain  operating  costs,
decreasing as a percentage of revenue.

Selling, general and administrative expenses decreased from $46.1 million in the
nine months ended  September 30, 1999 to $43.1 million in the same period of the
current year.  These expenses were down as higher salaries and wages were offset
by  lower  legal  and  other  expenses.  As  a  result,  selling,   general  and
administrative  expenses were 4.9% of revenue in the nine months ended September
30, 2000 versus 7.4% in the same period of the prior year, a decrease of 2.5% as
a percentage of revenue.

Net interest  income  improved as a percentage  of total  revenue to 2.8% in the
nine month period ended  September  30, 2000 compared to 1.5% in the same period
of the prior year. A principal source of additional interest income each year is
the  investment of available cash flow from  operations in securities  available
for sale.  Also  approximately  $61.7 million from the June 1999 offering of the
Company's common stock was invested in securities  available for sale. Increased
transaction settlement volumes contributed to interest earned from overnight and
short-term investments.  These factors increased interest income by 75.8% in the
nine month  period  ended  September  30, 2000 over the same period of the prior
year. Total long and short-term debt was reduced  approximately  $146 million in
June 1999 from the proceeds of the June 1999 common stock offering. As a result,
interest  expense  decreased  19.3% in the nine month period ended September 30,
2000 over the same period of the prior year.  The  combination  of these factors
increased net interest income as a percentage of revenue.

Excluding  the  pre-tax  charges  and tax  component  write-off,  the  tax  rate
decreased to 35.4% in the nine month period ended September 30, 2000 compared to
35.6% in the same period for the prior year.


                                      -17-
<PAGE>
                       CONCORD EFS, INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued


Liquidity and Capital Resources

In the nine months ended September 30, 2000, the Company  generated  cashflow of
$203.0  million  from  operating  activities.  The Company also  received  $24.0
million in proceeds from Federal Home Loan Bank (FHLB) advances and $7.3 million
from stock issued for  exercises  of options  under the  Company's  stock option
plan.  Deposits  increased $18.9 million.  From cash provided from operating and
financing  activities,  $103.8 million was invested in securities,  net of sales
and  maturities,  $42.8  million  was  invested  through the  Company's  banking
subsidiaries in loans, net of repayments, $52.3 million was disbursed on capital
additions, and $25.5 million was spent to purchase merchant contracts. Long-term
debt was reduced by $19.0  million.  The capital  additions  were  primarily for
communications  equipment,  point-of-sale  terminals, new computer equipment and
capitalized software.

The Company  believes that available  credit and cash generated from  operations
are adequate to meet the  Company's  capital  needs.  EFS National  Bank and EFS
Federal Savings Bank,  wholly-owned  subsidiaries of the Company, exceed capital
ratios required by their respective regulatory agencies.

Quantitative and Qualitative Disclosures About Market Risk

There have been no significant  changes to our disclosures on  quantitative  and
qualitative   disclosures  about  market  risk  since  December  31,  1999.  For
additional  information,  refer to Exhibit 13 - Annual Report to Stockholders in
our Form 10-K for the year ended December 31, 1999.























                                      -18-
<PAGE>
                       CONCORD EFS, INC. AND SUBSIDIARIES

                                     PART II

                                OTHER INFORMATION


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

(a) Exhibits

    Exhibit 10 - Material Contracts - Agreement and Plan of Merger Among Concord
    EFS, Inc., Orion Acquisition Corporation and Star Systems, Inc.

    Exhibit 27 - Restated Financial Data Schedules

    Exhibit 99 - Other Financial Data - Unaudited Restated Income Statement
    Information

(b) Reports on Form 8-K

    On  October 10, 2000,  the Company filed a current report on Form 8-K, dated
    October 9, 2000  announcing an agreement to merge with Star Systems, Inc. of
    Maitland, Florida.






























                                      -19-
<PAGE>
                                   SIGNATURES



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.



                 CONCORD EFS, INC.



Date: November 14, 2000  By: /s/ Dan M. Palmer
                            ---------------------------
                             Dan M. Palmer
                             Chairman of the Board and
                             Chief Executive Officer



Date: November 14, 2000  By: /s/ Edward T. Haslam
                            ---------------------------
                             Edward T. Haslam
                             Chief Financial Officer




























                                      -20-