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
              March 31, 1998

                           ___________________________


                                CONCORD EFS, INC.

             (Exact name of registrant as specified in its charter)


                  Delaware                               04-2462252
       ______________________________              _____________________        

      (State or other jurisdiction of                (I.R.S. 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,  $33.1/3 par value, as of
March 31, 1998 was 62,069,760.
<PAGE>

                       CONCORD EFS, INC. AND SUBSIDIARIES


                                      INDEX



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

Item 1.  Financial Statements (Unaudited)

  Condensed Consolidated Balance Sheets March 31, 1998
   and December 31, 1997                                                  1

  Condensed Consolidated Statements of Income Three 
   Months ended March 31, 1998 and March 31, 1997                         2

  Condensed Consolidated Statements of Cash Flows
   Three Months ended March 31, 1998 and March 31, 1997                   3

  Notes to Condensed Consolidated Financial Statements                    4

Item 2.  Management's Discussion and Analysis of Financial
  Condition and Results of Operations                                     6


PART II - Other Information

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


Signatures                                                                9

























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

                                             March 31  December 31
                                               1998       1997
                                            ---------   ---------
ASSETS                                          (In thousands)
CURRENT ASSETS
  Cash and cash equivalents                  $ 61,293    $ 58,518
  Securities available-for-sale               159,051     140,199
  Accounts receivable, net                     65,568      52,970
  Inventories                                   5,917       4,835
  Prepaid expenses and other                    4,498       5,079
                                             --------    --------
                    TOTAL CURRENT ASSETS     $296,327     261,601

SECURITIES HELD-TO-MATURITY                    54,531      52,508

OTHER ASSETS                                   16,486      14,478

PROPERTY AND EQUIPMENT                         95,483      89,302
  Less accumulated depreciation                
   and amortization                           (59,653)    (57,216)
                                             --------    --------
                                               35,830      32,086
                                             --------    --------
                            TOTAL ASSETS     $403,174    $360,673
                                             ========    ========
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and other
   liabilities                               $ 46,188    $ 46,810
  Accrued liabilities                           9,871      10,439
  Income taxes payable                          4,892         990
  Current maturities oflong-term debt             452         445
                                             --------    --------
               TOTAL CURRENT LIABILITIES     $ 61,403    $ 58,684

LONG-TERM DEBT, LESS CURRENT MATURITY          54,275      28,329

DEFERRED INCOME TAXES                           2,651       2,591

STOCKHOLDERS' EQUITY:
  Common Stock-par value $.33 1/3
   per share; authorized 100,000 shares,
   issued and outstanding 62,070
   shares at March 31, 1998 and 61,979
   shares at December 31, 1997                 20,690      20,660
  Other stockholders' equity                  264,155     250,409
                                             --------    --------
               TOTAL STOCKHOLDERS' EQUITY     284,845     271,069
                                             --------    --------
TOTAL LIABILITIES AND STOCKHOLDERS'EQUITY    $403,174    $360,673
                                             ========    ========

See Notes to Condensed Consolidated Financial Statements - Unaudited.

                                       -1-
<PAGE>
                       CONCORD EFS, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

                                   Three Months Ended
                                        March 31
                                -----------------------
                                 1998            1997
                                -------         -------
                       (In thousands, except earnings per share)
 
Revenue                         $69,632         $47,045

Cost of operations               52,961          34,951

Selling, general and
  administrative expenses         2,609           2,018
                                -------         -------
              OPERATING INCOME   14,062          10,076

Other income (expense):
  Interest income                 3,828           2,273
  Interest expense                 (663)            (16)
                                -------         -------

    INCOME BEFORE INCOME TAXES   17,227          12,333

Income taxes                      5,860           4,400
                                -------         -------
                    NET INCOME  $11,367         $ 7,933
                                =======         =======

Per share data:
  Weighted average shares        61,997          60,821
                                 ======          ======
 
  Basic earnings per share        $0.18           $0.13
                                  =====           =====
  Adjusted weighted average
    shares and assumed
    conversions                  63,431          62,849
                                 ======          ======
 
  Diluted earnings per share      $0.18           $0.13
                                  =====           =====

See Notes to Condensed Consolidated Financial Statements - Unaudited.













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


                                                Three Months Ended
                                                      March 31
                                               ---------------------
                                                 1998         1997
                                               --------     --------
                                                  (In thousands)
NET CASH PROVIDED BY OPERATING
 ACTIVITIES                                     $ 8,908      $31,017

INVESTING ACTIVITIES:
 Acquisition of property and equipment           (6,181)      (1,561)
 Purchases of securities available-for-sale     (43,795)     (32,700)
 Purchase of securities held-to-maturity         (4,539)      (8,915)
 Sale of securities available-for-sale           12,667        2,996
 Maturities of securities available-for-sale      8,851       15,521
 Maturities of securities held-to-maturity        2,944        9,455
 Merchants contracts purchased                   (2,936)      (2,746)
                                                -------     --------
NET CASH USED IN INVESTING ACTIVITIES           (32,989)     (17,950)

FINANCING ACTIVITIES:
 Proceeds from sale of common stock                 903           87
 Proceeds from notes payable                     26,275
 Payments on notes payable                         (322)        (102)
                                                -------     --------
NET CASH PROVIDED BY (USED IN) FINANCING
 ACTIVITIES                                      26,856          (15)
                                                -------     --------
INCREASE IN CASH AND CASH EQUIVALENTS             2,775       13,052

Cash and cash equivalents at beginning
 of period                                       58,518       96,164
                                                -------     --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD      $61,293     $109,216
                                                =======     ========


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.












                             -3-
<PAGE>
                       CONCORD EFS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 MARCH 31, 1998

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 three month period ended March 31, 1998
are not necessarily  indicative of the results that may be expected for the year
ended  December 31, 1998.  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, 1997.

The  balance  sheet at  December  31,  1997 has been  derived  from the  audited
financial  statements  at that date but does not include all of the  information
and footnotes required by generally accepted accounting  principles for complete
financial statements.

Securities
Below is a summary of the net unrealized gains on securities available-for-sale,
in thousands:

                                    March 31     December 31
                                      1998          1997
                                   ----------     ----------
Increase in securities
  available-for-sale                     $424         $  161

Decrease in deferred taxes               (189)           (62)

Increase in equity                        235             99






















                                   -4-
<PAGE>
                       CONCORD EFS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 MARCH 31, 1998

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

                                                Three Months Ended
                                                      March 31
                                                 1998          1997
                                               -------        ------
Numerator:
 Net income                                    $11,367        $7,933
                                               =======        ======
Denominator:
 Denominator for basic earnings per share,
  weighted-average shares                       61,997        60,821

 Effect of dilutive securities, employee
  stock options                                  1,434         2,028
                                               -------        ------
 Denominator for diluted earnings per share
  adjusted for weighted-average shares and
  assumed conversions                           63,431        62,849
                                               =======        ======

Basic earnings per share                         $0.18         $0.13
                                                 =====         =====

Diluted earnings per share                       $0.18         $0.13
                                                 =====         =====

Comprehensive Income
As of January 1, 1998, the Company adopted Financial  Accounting Standards Board
(FASB)  Statement  130,   "Reporting   Comprehensive   Income".   Statement  130
establishes new rules for the reporting and display of comprehensive  income and
its  components;  however,  the adoption of this  Statement had no impact on the
Company's net income or stockholders' equity.  Statement 130 requires unrealized
gains or losses on the Company's  available-for-sale  securities, which prior to
adoption were  reported  separately  in  stockholders'  equity to be included in
other  comprehensive   income.   Prior  year  financial   statements  have  been
reclassified to conform to the requirements of Statement 130.

During  the first  quarter  of 1998 and 1997,  total  comprehensive  income,  in
thousands, amounted to $11,503 and $7,556, respectively.













                              -5-
<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 statements" within the meaning of Section 27A of the
Securities  Act of 1933, as amended and Section 21E of the  Securities  Exchange
Act of 1934,  as amended.  Prospective  investors  are  cautioned  that any such
statements  are not  guarantees  for future  performance  and involve  risks and
uncertainties,  and  that  actual  results  may  differ  materially  from  those
contemplated by such  forward-looking  statements.  Important  factors currently
known to management  that could cause actual results to differ  materially  from
those in forward-looking statements include significant fluctuations in interest
rates,  inflation,  economic  recession,  significant changes in the federal and
state  legal  and  regulatory  environment,  and  competition  in the  Company's
markets.   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.

Results of Operations
Revenue  increased  48% in the first  quarter of 1998 when  compared to the same
quarter of the prior year.  Transaction  processing  revenue from Card  Services
(77% of total  revenue)  increased 50% as new merchants  were added and usage at
existing merchants increased. Trucking Services (18% of total revenue) increased
40%,  driven  by  surcharge  revenue  at cash  dispensing  machines  (ATM),  ATM
transaction  fees, ATM processing fees and additional  trucking  companies using
the Company's fuel and cash advance services. Check and Terminal Services (5% of
total  revenue)  increased  49% as  terminal  sales  increased  due to  merchant
additions and increasing EBT participation.

Net income as a percentage of revenue  decreased in the first quarter of 1998 to
16.3% from 16.9% in the same quarter of the prior year.  The main factor in this
decrease was operating costs increased 52% in the first quarter of 1998 compared
to the same  period  of the  prior  year.  A portion  of the new  merchants  and
services contributing to the increased revenue discussed above were large volume
merchants.  Due to competitive  reasons, the Company offers lower rates to these
merchants and earns less per transaction. Additionally, the Company has expanded
its customer service and data processing staff to service its expanding merchant
base.

The  decrease  in net  income as a  percentage  of  revenue  was offset by a 29%
increase in selling,  general and administrative expenses, a 40% increase in net
interest  income,  and a lower  effective  tax rate due  primarily to tax-exempt
interest income.

Liquidity and Capital Resources
In the first quarter of 1998, the Company  generated $8.9 million from operating
activities,  received $26.3 million in proceeds from notes payable, and received
$0.9  million from stock issued from  exercises of options  under the  Company's
Incentive Stock Option Plan. From this $23.9 million was invested in securities,
net of sales  and  maturities,  $2.9  million  was  spent to  purchase  merchant
contracts,  and $6.2  million was  disbursed on capital  additions.  The capital
additions were primarily new computer equipment.






                                 -6-
<PAGE>
                        CONCORD EFS INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources - continued
With little debt,  adequate  available  credit and strong cash  generation,  the
Company is in sound  financial  condition and expects to fund  continued  growth
from currently  available  resources.  EFS National Bank and EFS Federal Savings
Bank,  wholly-owned  subsidiaries  of the Company,  exceed  required  regulatory
capital ratios.

Recent Developments
Management  expects the previously  announced  acquisition  of Digital  Merchant
Systems & Affiliated  Companies  (DMS) to be completed in the second  quarter of
1998. DMS is one of the nation's largest and most successful  Independent  Sales
Organizations in the credit card processing industry. The intended merger of the
companies is expected to be  completed  in a pooling of  interests  transaction.
Based on  information  currently  available,  management  believes the effect on
first  quarter  earnings  will be  immaterial  when  restated for the pooling of
interests.












 


























                                -7-
<PAGE>

                               PART II

                          OTHER INFORMATION



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

(a)  Exhibits

     None

(b)  Reports on Form 8-K

     There were no reports on Form 8-K filed during the first quarter.











































                                -8-
<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: May 14, 1998      By:  /s/ Dan M. Palmer            
                             ---------------------------
                             Dan M. Palmer
                             Chairman of the Board and
                             Chief Executive Officer



Date: May 14, 1998      By:  /s/ Thomas J. Dowling   
                             ---------------------------
                             Thomas J. Dowling
                             Vice President & Controller
































                                 -9-
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