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 quarter ended     Commission file number 0-13848
            September 30, 1999

                           ___________________________


                                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 September 30, 1999 was 205,660,135.


                       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, 1999
   and December 31, 1998                                                  1

  Condensed Consolidated Statements of Income Three Months and
   Nine Months ended September 30, 1999 and September 30, 1998            3

  Condensed Consolidated Statements of Cash Flows
   Nine Months ended September 30, 1999 and September 30, 1998            4

  Notes to Condensed Consolidated Financial Statements                    5

Item 2.  Management's Discussion and Analysis of Financial
  Condition and Results of Operations                                    11

Item 3.  Quantitative and Qualitative Disclosures About
  Market Risk                                                            17

PART II - Other Information

Item 6.  Exhibits and Reports on Form 8-K                                18


Signatures                                                               19



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

                                          September 30  December 31
                                               1999         1998
                                           -----------  -----------
ASSETS                                                      (In thousands)
CURRENT ASSETS
    Cash and cash equivalents               $   133,562  $    82,029
    Securities available-for-sale               426,708      288,180
    Accounts receivable, net                    136,145      106,662
    Inventories                                  14,883       11,396
    Prepaid expenses and other                   13,803        7,863
    Deferred income taxes                         8,750        5,977
                                            -----------  -----------
                      TOTAL CURRENT ASSETS      733,851      502,107

OTHER ASSETS                                     17,785       23,615

PROPERTY AND EQUIPMENT                          334,329      302,937
    Less accumulated depreciation
     and amortization                          (174,473)    (148,447)
                                            -----------  -----------
                                                159,856      154,490

INTANGIBLE ASSETS                               160,489      146,712
    Less accumulated amortization               (54,334)     (42,806)
                                            -----------  -----------
                                                106,155      103,906
                                            -----------  -----------
                              TOTAL ASSETS  $ 1,017,647  $   784,118
                                            ===========  ===========

See Notes to Condensed Consolidated Financial Statements - Unaudited.



















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

                                           September 30  December 31
                                                1999         1998
                                            -----------  -----------
LIABILITIES AND STOCKHOLDERS' EQUITY              (In thousands)
CURRENT LIABILITIES
    Accounts payable and                    $   172,963    $ 112,376
         other liabilities
    Accrued liabilities                          67,090       47,641
    Income taxes payable                         15,804       10,148
    Short-term borrowings                            -        21,000
    Current maturities of long-term debt             -        25,116
                                            -----------  -----------
                 TOTAL CURRENT LIABILITIES      255,857      216,281

LONG-TERM DEBT, LESS CURRENT MATURITY            80,000      173,000

DEFERRED INCOME TAXES                            10,364       21,336

OTHER LIABILITIES                                 8,227       12,966

STOCKHOLDERS' EQUITY
    Common Stock-par value $0.33 1/3
    per share; authorized 500.0 million
    shares, issued and outstanding 205.6
    million shares at September 30, 1999;
    issued and outstanding 191.9 million
    shares at December 31, 1998                  68,553       42,646
    Other stockholders' equity                  594,646      317,889
                                            -----------  -----------
                TOTAL STOCKHOLDERS' EQUITY      663,199      360,535
                                            -----------  -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $ 1,017,647  $   784,118
                                            ===========  ===========

See Notes to Condensed Consolidated Financial Statements - Unaudited.














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

                                Three Months Ended          Nine Months Ended
                                   September 30               September 30
                              ---------------------       ---------------------
                                1999          1998          1999         1998
                              -------       -------       -------       -------
                                    (In thousands, except per share data)

Revenue                      $216,147      $167,555      $580,105      $457,479

Cost of operations            152,882       118,033       411,027       322,318

Selling, general and
 administrative expenses       13,116        12,576        38,048        38,257

Acquisition expenses and
 restructuring charges             -             -         34,810            -
                              -------       -------       -------       -------
            OPERATING INCOME   50,149        36,946        96,220        96,904

Other income (expense):
 Interest income                7,005         4,610        17,749        12,564
 Interest expense              (1,484)       (3,767)       (8,628)      (10,772)
                              -------       -------       -------       -------

         INCOME BEFORE TAXES   55,670        37,789       105,341        98,696

Income taxes                   20,086        14,024        43,359        36,251
                              -------       -------       -------       -------
                  NET INCOME  $35,584       $23,765       $61,982       $62,445
                              =======       =======       =======       =======

Per share data:
 Weighted average shares      205,159       191,640       196,931       191,443
                              =======       =======       =======       =======

 Basic earnings per share       $0.17         $0.12         $0.31         $0.33
                              =======       =======       =======       =======

 Adjusted weighted average
  shares and assumed
  conversions                 211,935       196,149       204,233       196,681
                              =======       =======       =======       =======

 Diluted earnings per share     $0.17         $0.12         $0.30         $0.32
                              =======       =======       =======       =======

See Notes to Condensed Consolidated Financial Statements - Unaudited.


                                       -3-
<PAGE>
                       CONCORD EFS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


                                                 Nine Months Ended
                                                    September 30
                                               ---------------------
                                                 1999         1998
                                               --------     --------
NET CASH PROVIDED BY OPERATING                     (In thousands)
 ACTIVITIES                                    $169,088     $ 95,024

INVESTING ACTIVITIES:
 Acquisition of property and equipment          (34,903)     (51,714)
 Purchases of securities available-for-sale    (225,819)    (146,705)
 Purchase of securities held-to-maturity                      (9,630)
 Sale of securities available-for-sale           44,977       67,617
 Maturities of securities available-for-sale     22,414        4,844
 Maturities of securities held-to-maturity                    33,681
 Merchants contracts purchased                  (13,999)     (11,851)
 Other                                                        (6,596)
                                               --------     --------
NET CASH USED IN INVESTING ACTIVITIES          (207,330)    (120,354)

FINANCING ACTIVITIES:
 Proceeds from sale of common stock             228,891        2,621
 Proceeds from notes payable                      7,000       45,000
 Payments under credit agreement, net           (21,000)
 Payments on notes payable                     (125,116)     (20,294)
                                               --------     --------
NET CASH PROVIDED BY FINANCING ACTIVITIES        89,775       27,327
                                               --------     --------
INCREASE IN CASH AND CASH EQUIVALENTS            51,533        1,997

Cash and cash equivalents at beginning
 of period                                       82,029       82,592
                                               --------     --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD     $133,562     $ 84,589
                                               ========     ========


For  purposes of these  statements,  the  Company  considers  all highly  liquid
investments  with a maturity of three  months or less when  purchased to be cash
equivalents.

See Notes to Condensed Consolidated Financial Statements - Unaudited.







                                       -4-
<PAGE>
                       CONCORD EFS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                               SEPTEMBER 30, 1999

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 considered
necessary for a fair presentation have been included.  Operating results for the
six month period ended September 30, 1999 are not necessarily  indicative of the
results that may be expected for the year ended  December 31, 1999.  For further
information,  refer  to the  consolidated  financial  statements  and  footnotes
thereto  included in the  Registrant's  annual  report on Form 10-K for the year
ended December 31, 1998.

The balance  sheet at December 31, 1998 has been  derived from the  consolidated
audited financial  statements  included in exhibit 99 of the Company's Form 10-K
for the year ended  December 31, 1998. The balance sheet does not include all of
the  information  and  footnotes  required  by  generally  accepted   accounting
principles for complete financial statements.

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

Restatement for Poolings

The historical  financial  information  presented in this Form 10-Q has been re-
stated to include the results of Electronic Payment Services,  Inc. ("EPS"). EPS
was  acquired in a  pooling-of-interests  transaction,  and in  accordance  with
pooling-of-interests  method of accounting, no adjustments have been made to the
historical  carrying  amounts of assets and  liabilities  of EPS.  However,  the
financial  information has been restated to include the operating results of EPS
for all stated periods prior to the combination.

On February 18, 1999, the stockholders approved the Company's issuance of shares
in connection with its acquisition of EPS. The Company completed the merger with
EPS on February 26, 1999 by exchanging 30,064,835 shares of the Company's common
stock for all of the outstanding  common stock of EPS. EPS provides  transaction
processing  services to financial  institutions  and  retailers  throughout  the
United  States.  EPS also  owns and  operates  electronic  data  processing  and
data-capture  networks  that  process  transactions   originating  at  ATMs  and
point-of-sale terminals.




                                       -5-
<PAGE>
                       CONCORD EFS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
                                   (UNAUDITED)
                               SEPTEMBER 30, 1999

Restatement for Pooling - continued

The following table presents selected financial information, in thousands, split
between the Company and EPS for the three and nine month periods ended September
30, 1999 and 1998, respectively.

                             Three months ended            Nine months ended
                                September 30                  September 30
                          -----------------------       -----------------------
                            1999           1998           1999           1998
                          --------       --------       --------       --------
                          (Unaudited)  (Unaudited)     (Unaudited)   (Unaudited)
Revenue
  Concord EFS, Inc.       $216,147       $ 99,715       $534,000       $266,570
  EPS (1)                                  67,840         46,105        190,909
                          --------       --------       --------       --------
                          $216,147       $167,555       $580,105       $457,479
                          ========       ========       ========       ========

Net income
  Concord EFS, Inc.       $ 35,584       $ 16,709        $57,068       $ 43,883
  EPS (1)                                   7,056          4,914         18,562
                          --------       --------       --------       --------
                          $ 35,584       $ 23,765        $61,982       $ 62,445
                          ========       ========       ========       ========

(1)  The 1999  amounts  reflect the results of  operations  from January 1, 1999
     through  February 28, 1999. The results of operations from March 1, 1999 to
     June 30, 1999 are included in Concord EFS, Inc. amounts.

Stock Split

The Board of Directors approved a three-for-two  stock split on August 26, 1999.
Shareholders  of record as of  September  15, 1999 were  distributed  additional
shares on September  22,  1999.  Earnings per share and per share data have been
restated to reflect the stock split.

Offering of Common Stock

During  the  previous   quarter  ended  June  30,  1999,  the  Company  filed  a
registration  statement  with the Securities  and Exchange  Commission  offering
2,000,000 shares of its common stock, and the selling  stockholders named in the
registration  statement selling 29,659,125 shares of common stock for a total of
31,659,125  shares of common stock. As described in the registration  statement,
the selling  stockholders  were the  previous  owner  banks of EPS who  received
unregistered  common  stock of the Company in  connection  with the February 26,
1999 acquisition.  The underwriters named in the registration  statement had the
option  to purchase  up to 4,748,000 additional shares  of common stock from the

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

Offering of Common Stock - continued

Company.  This option was exercised  for a total of 36,407,125  shares of common
stock sold in the offering. Net of the underwriting discount and estimated other
expenses of the offering,  the Company received $207.8 million for the 6,748,000
shares of common stock issued. The Company did not receive any proceeds from the
sale of shares by the selling stockholders.

Comprehensive Income

Total  comprehensive  income was $32,437 and $25,667 for the three months ended,
September  30,  1999 and 1998,  respectively.  Total  comprehensive  income,  in
thousands, was $51,878 and $64,490 for the nine months ended, September 30, 1999
and 1998, respectively.

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
                                       1999         1998       1999        1998
                                     -------      -------    -------     -------
Numerator:
 Net income                          $35,584      $23,765    $61,982     $62,445
                                     =======      =======    =======     =======
Denominator:
 Denominator for basic earnings per
 share, weighted-average shares      205,159      191,640    196,931     191,443

 Effect of dilutive securities,
 employee stock options                6,776        4,509      7,302       5,238
                                     -------      -------    -------     -------
 Denominator for diluted earnings
 per share adjusted for weighted-
 average shares and assumed
 conversions                         211,935      196,149    204,233     196,681
                                     =======      =======    =======     =======

Basic earnings per share               $0.17        $0.12      $0.31       $0.33
                                     =======      =======    =======     =======

Diluted earnings per share             $0.17        $0.12      $0.30       $0.32
                                     =======      =======    =======     =======




                                       -7-
<PAGE>
                       CONCORD EFS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
                                   (UNAUDITED)
                               SEPTEMBER 30, 1999

Earnings Per Share - continued

Excluding  acquisition costs and restructuring charges described in management's
discussion and analysis of financial condition and results of operations,  basic
and diluted  earnings per share for the nine month period  ended  September  30,
1999 were $0.45 and $0.44, respectively.

Earnings per share and related per share data have been  restated to reflect all
stock splits.

Operations By Industry Segment

In June 1997,  the FASB issued SFAS No. 131,  "Disclosures  About Segments of an
Enterprise and Related  Information," which establishes  standards for reporting
financial  information about operating  segments in annual and interim financial
statements.  SFAS No. 131 requires that financial information be reported on the
same basis that is reported  internally for evaluating  segment  performance and
allocating  resources  to  segments.  SFAS No. 131  addresses  how  supplemental
financial information is disclosed in annual and interim reports; therefore, its
adoption in 1998 had no impact on the financial  condition or operating  results
of the Company.

Concord  has two  reportable  segments:  Merchant  Services  and  ATM  Services.
Merchant Services results from processing credit card transactions for all major
credit card brands including VISA,  MasterCard,  American Express,  Discover and
Diners  Club;   the  processing  of  debit  card   transactions   for  financial
institutions  issuing these and similar  cards;  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.

ATM Services include  transactional  fee income and surcharge  revenue from ATMs
owned by the Company as well as ATM transaction processing for ATMs owned by the
Company's merchants.

The Company  evaluates  performance  and allocates  resources based on profit or
loss  from   operations.   Items  classified  as  "Other"  include  revenue  not
identifiable  with the two  reportable  segments  described  above  and costs of
operations  and  selling,  general  and  administrative  expenses  which are not
allocated to the reportable segments.

No single  customer  of the  Company  accounts  for a  material  portion  of the
Company's revenues.

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



                                       -8-
<PAGE>
                       CONCORD EFS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
                                   (UNAUDITED)
                               SEPTEMBER 30, 1999

Operations By Industry Segment - continued

Industry segment information, in thousands, for the three and nine month periods
ended September 30, 1999 and 1998 is presented below:

                              Merchant       ATM
                              Services     Services      Other         Total
                             ----------   ----------   ----------   ----------
Three months ended
 September 30, 1999
  Revenue                      $146,818     $ 64,758    $   4,571    $ 216,147

  Cost of operations            (93,731)     (38,812)     (20,339)    (152,882)

  Selling, general, &
   administrative expenses                                (13,116)     (13,116)

  Taxes & interest, net                                   (14,565)     (14,565)
                             ----------   ----------   ----------   ----------
  Net income (loss)            $ 53,087     $ 25,946    $ (43,449)   $  35,584
                             ==========   ==========   ==========   ==========

Three months ended
 September 30, 1998
  Revenue                      $112,334     $ 51,996    $   3,225    $ 167,555

  Cost of operations            (68,016)     (31,432)     (18,585)    (118,033)

  Selling, general, &
   administrative expenses                                (12,576)     (12,576)

  Taxes & interest, net                                   (13,181)     (13,181)
                             ----------   ----------   ----------   ----------
  Net income (loss)            $ 44,318     $ 20,564    $ (41,117)   $  23,765
                             ==========   ==========   ==========   ==========














                                       -9-
<PAGE>
                       CONCORD EFS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
                                   (UNAUDITED)
                               SEPTEMBER 30, 1999

Operations By Industry Segment - continued

                              Merchant       ATM
                              Services     Services      Other         Total
                             ----------   ----------   ----------   ----------
Nine months ended
 September 30, 1999
  Revenue                      $392,259     $173,911    $  13,935    $ 580,105

  Cost of operations           (248,101)    (101,490)     (61,436)    (411,027)

  Acquisition costs and
   restructuring charges                                  (34,810)     (34,810)

  Selling, general, &
   administrative expenses                                (38,048)     (38,048)

  Taxes & interest, net                                   (34,238)     (34,238)
                             ----------   ----------   ----------   ----------
  Net income (loss)            $144,158     $ 72,421    $(154,597)   $  61,982
                             ==========   ==========   ==========   ==========

Nine months ended
 September 30, 1998
  Revenue                      $302,626     $146,351    $   8,502    $ 457,479

  Cost of operations           (180,696)     (88,341)     (53,281)    (322,318)

  Selling, general, &
   administrative expenses                                (38,257)     (38,257)

  Taxes & interest, net                                   (34,459)     (34,459)
                             ----------   ----------   ----------   ----------
  Net income (loss)            $121,930     $ 58,010    $(117,495)   $  62,445
                             ==========   ==========   ==========   ==========














                                      -10-
<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) the failure to fully integrate the
operations of Electronic  Payment  Services,  (iii) changes in card  association
rules, (iv) changes in card association fees, (v) restrictions on surcharging or
a decline in the deployment of automated  teller  machines,  (vi)  dependence on
VISA and MasterCard registrations,  (vii) the credit risk of merchant customers,
(viii)  susceptibility  to fraud at the merchant level,  (ix) the failure of the
Company,  its vendors or its  customers to  appropriately  manage Year 2000 code
problems, (x) increasing competition,  (xi) the success of a new VISA debit card
product, (xii) the loss of key customers,  (xiii) continued consolidation in the
banking and retail industries, (xiv) risks related to acquisitions, (xv) changes
in rules and regulations governing financial  institutions,  (xvi) the inability
to  remain  current  with  rapid  technological  change,  (xvii)  dependence  on
third-party  vendors,  (xviii) the imposition of additional  state taxes,  (xix)
volatility  of the  Company's  common  stock price and (xx)  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.

Recent Acquisitions

On February 26, 1999 the Company  completed  its  acquisition  of EPS, a company
which provides  transaction  processing  services to financial  institutions and
retailers  throughout the United States.  The acquisition was accounted for as a
pooling of interests in which the Company  exchanged  30.1 million of its shares
for all of the  outstanding  common  stock of EPS.  The Company  incurred  $34.8
million of expenses  related to the  acquisition  in the first  quarter of 1999.
These expenses included communication  conversion costs, advisory fees and asset
write-offs.  Management continues to review potential operational synergies from
the acquisition,  such as duplicate  facilities,  computer hardware and software
and other contractual relationships.

Restatement for Pooling

The  historical  financial  information  presented  in this  Form  10-Q has been
restated to include the results of EPS. In accordance with pooling-of- interests
method of accounting,  no adjustments have been made to the historical  carrying
amounts of assets and liabilities of EPS. However, the financial information has
been  restated to include the  operating  results of EPS for all stated  periods
prior to the combination.



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

Overview

Concord EFS, Inc.  (the  "Company") is a fully  integrated  leading  provider of
electronic transaction authorization,  processing, settlement and funds transfer
services on a nationwide  basis.  The Company focus 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 the MAC-
branded  electronic  funds transfer  network and  processing  for  approximately
35,000 ATMs nationwide, of which it owns approximately 1,000.

The substantial majority of the Company's revenue (67.9% in the third quarter of
1999 and  67.0% in the  third  quarter  of 1998) 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 for financial institutions
     issuing these and similar cards; 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  includes  primarily  discount  fees charged to
merchants,  which are a  percentage  of the dollar  amount of each  credit  card
transaction the Company  processes,  as well as 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.

The other principal component of the Company's revenue derives from ATM Services
(approximately 30.0% in the third quarter of 1999 and 31.0% in the third quarter
of 1998).  ATM  Services  revenue  consists  of fee income and other  surcharges
charged  for  proprietary  ATMs,  processing  fees  for  third  party  ATMs  and
terminals,  and other access,  switching and card processing fees. The remaining
balance of the Company's revenue is derived  principally from check verification
and  authorization  services,  sales  of  point-of-sale  terminals  and  payroll
processing services.

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

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

Overview - continued

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
telecommunications 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 network
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  29.0% to $216.1  million  in the third  quarter of 1999 from
$167.6 million in the third quarter of 1998. Of 1999 revenue, merchant services,
ATM  services  and  other  services   accounted  for  67.9%,   30.0%  and  2.1%,
respectively of revenue.  Revenue from merchant  services,  increased 30.7%, due
primarily to increased  transactional  volumes.  Increased volumes resulted from
the addition of new  merchants,  the widening  acceptance  of debit and EBT card
transactions  at new and existing  merchants and higher credit card  transaction
processing  fees. The increase in fees was a pass through to customers of higher
interchange  processing fees that were assessed by the credit card  associations
in April  1998 and  April  1999.  ATM  services  revenue  increased  24.5%;  the
placement  of  new  ATMs,  new  ATM   processing   customers  and  increases  in
transactional volumes and the conversion to in house processing of offline debit
transactions  accounted for the increase.  Other revenue  increased 41.7% due to
increased terminal sales primarily to our new merchants.

Cost of  operations  increased in the third  quarter of 1999 to 70.7% of revenue
compared to 70.4% in the prior year.  Credit card  association  interchange fees
and certain  other  transactional  related  costs were higher as a percentage of
revenue in the third  quarter of 1999 than in the same period of 1998.  This was
largely offset by a decrease,  as a percentage of revenue,  in payroll  expenses
and other operating expenses.

Net income as a percentage  of revenue was 16.5% and 14.2% in the third  quarter
of 1999  and  1998,  respectively.  The  increase  in cost  of  operations  as a
percentage  of revenue  described  above,  was offset by  selling,  general  and
administrative  expenses,  net interest  income and income  taxes  improved as a
percentage of revenue. Selling, general and administrative expenses increased to
$13.1  million  in the third  quarter  of 1999  from  $12.6  million  in 1998 as
increased  salaries  and wages were offset by lower legal  costs.  Net  interest
income  increased to $5.5 million in the third quarter of 1999 from $0.8 million
in the third  quarter of 1998 as net  proceeds a common  stock  offering in June
1999 of approximately  $208 million was used to repay approximately $146 million

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

Results of Operations - continued

in long term debt.  The balance of the offering  along with  available cash from
operations  was  invested  in  securities  available  for sale  resulting  in an
increase in net interest  income.  The  effective tax rate dropped from 37.1% in
the third  quarter  of 1998 to 36.1% in the third  quarter  of 1999  which  also
improved net income as a percentage of revenue.

For the nine months ended September 30, 1999,  revenue increased 26.8% to $580.1
million from $457.5 million.  Of 1999 revenue,  merchant services,  ATM services
and other services accounted for 67.6%, 30.0% and 2.4%, respectively of revenue.
Revenue from merchant card services  increased  29.6% due primarily to increased
transactional  volumes.  Increased  volumes  resulted  from the  addition of new
merchants, the widening acceptance of debit and EBT card transactions at new and
existing  merchants  and higher credit card  transaction  processing  fees.  The
increase  in  fees  was a  pass  through  to  customers  of  higher  interchange
processing fees that were assessed by the credit card associations in April 1998
and April 1999. ATM services revenue increased 18.8%; the placement of new ATMs,
new  ATM  processing  customers,  increases  in  transactional  volumes  and the
conversion to in house  processing of offline debit  transactions  accounted for
the increase.  Other revenue  increased  63.9% due to increased  terminal  sales
primarily to our new merchants.

Net income as a  percentage  of revenue  was 10.7% and 13.6% in the nine  months
ended of 1999 and 1998,  respectively.  The primary factor in the change was the
acquisition expenses and restructuring  charges incurred in the first quarter of
1999 in connection  with the  acquisition  of EPS. The total pretax charges were
$34.8 million. No additional  acquisition expenses or restructuring charges were
incurred in the third quarter of 1999. For a detailed  explanation of the pretax
expenses and charges  please see the  Company's  Form 10-Q for the quarter ended
March 31, 1999.



















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

Results of Operations - continued

The pretax  expenses  and charges  incurred in the first  quarter and  remaining
reserve balances, in millions, are summarized as follows:

                                       Acquisition
                                      Expenses and                Reserve
                             Cash or  Restructuring               Balance
     Description            Non-cash     Charges     Activity   at 9/30/99
     --------------------   --------  -------------  --------   ----------
     Acquisition expenses     cash        $10.5       $10.5        $  -

     Communication
      conversion costs        cash         12.4         0.3         12.1

     Asset write-offs       non-cash        8.2         8.2           -

     Off-line debit
      conversion              cash          2.8         2.8           -

     Severance and other      cash          0.9         0.9           -
                                          -----       -----        -----
                                          $34.8       $22.7        $12.1
                                          =====       =====        =====

Due to the year 2000 preparedness efforts of the Company and our customers,  the
communication  conversion  project is not expected to begin in force until after
January 15, 2000.  The project is expected to be  substantially  complete by the
end of the year 2000.

In addition to the pre-tax  charges,  a tax component  write off of $1.3 million
for impaired state tax net operating  losses of EPS was incurred.  Combined with
the non-tax  deductibility of certain  acquisition  costs, these items increased
income taxes as a percentage of revenue for the nine months ended  September 30,
1999.

Excluding the $34.8 million in  restructuring  charges and acquisition  expenses
described above,  cost of operations  increased in the nine months ended of 1999
from 70.9% of revenue  compared  to 70.5% in the same  period of the prior year.
Credit card association interchange fees and certain other transactional related
costs were  higher as a  percentage  of revenue  during  the nine  months  ended
September 30, 1999 than in the same period of 1998. This was largely offset by a
decrease,  as a percentage of revenue,  in payroll  expenses,  depreciation  and
certain amortization and other operating expenses.






                                      -15-
<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 restructuring  charges and acquisition  expenses,  net income as a
percentage of revenue increased to 15.3% for the nine months ended September 30,
1999 from 13.6% in the same  period of the prior year.  The primary  factors for
the improvement were selling,  general and administrative  expenses declining to
$38.0 million for the nine months ended September 30, 1999 from $38.3 million in
the same period of the prior year offset by the  increase in cost of  operations
as a percentage of revenue, described above.

Liquidity and Capital Resources

In the nine months ended September 30 1999, the Company generated $169.1 million
from  operating  activities.  The Company also received $7.0 million in proceeds
from notes payable,  $207.8 million from an offering of stock, and $21.1 million
from stock issued from  exercises of options  under the  Company's  stock option
plans.  From cash provided  from  operating  and  financing  activities,  $158.4
million was invested in securities,  net of sales and maturities,  $34.9 million
was disbursed on capital additions, $14.0 million was spent to purchase merchant
contracts,  long-term  debt  was  reduced  by  $125.1  million,  and  short-term
borrowings of $21.0 million were paid off. 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 required
regulatory capital ratios.

Impact of Year 2000

The Year  2000  preparedness  efforts  of the  Company  cover  both  information
technologies  ("IT") and non-IT  systems.  Non-IT systems  include those systems
used in the daily  operations of buildings and  facilities.  IT systems  include
computer hardware, software and related applications.

The Company has instituted a five-phase  plan with the goal of having its IT and
non-IT  systems  function  properly  with  respect to dates in the year 2000 and
beyond. These five phases are: awareness, assessment, renovation, validation and
implementation.  Based on progress to date,  the Company has  completed all five
phases for all systems.

There is no guarantee that the systems of other companies on which the Company's
systems rely will be converted in a timely manner.  However,  contingency  plans
have been created for all mission  critical  vendor  products and services.  The
contingency  plans have been further  enhanced and expanded to include  business
resumption  planning.  These plans include both the Company's  internal  mission
critical systems and third-party exposures,  based on the evaluation of progress
at that time.

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

Impact of Year 2000 - continued

Additional  testing of new or remediated  systems and applications will continue
as needed. Any new system must be tested and approved by the Year 2000 Committee
for necessity and Year 2000 impact before development and implementation begins.

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,  1998.  For
additional  information,   refer  to  Exhibit  99  -  Supplemental  Consolidated
Financial Statements in our Form 10-K for the year ended December 31, 1998.






































                                      -17-
<PAGE>
                       CONCORD EFS, INC. AND SUBSIDIARIES

                                     PART II

                                OTHER INFORMATION

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

(a)  Exhibits

     none

(b)  Reports on Form 8-K

     none







































                                      -18-
<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 15, 1999   By:  /s/ Dan M. Palmer
                               ---------------------------
                               Dan M. Palmer
                               Chairman of the Board and
                               Chief Executive Officer



Date: November 15, 1999   By:  /s/ Thomas J. Dowling
                               ---------------------------
                               Thomas J. Dowling
                               Vice President and Chief
                               Financial Officer


























                                      -19-