8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

October 19, 2004
Date of Report
(Date of Earliest Event Reported)

Total System Services, Inc.
(Exact Name of Registrant as Specified in its Charter)

Georgia	1-10254	58-1493818
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1600 First Avenue, Columbus, Georgia 31901
(Address of principal executive offices) (Zip Code)

(706) 649-2267
(Registrant’s telephone number, including area code)

————————————————————————
(Former name or former address, if changed since last report)

        Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

|   |   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|   |   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|   |   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
  (17 CFR 240.14d-2(b))

|   |   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
  (17 CFR 240.13e-4(c))

Item 2.02	Results of Operations and Financial Condition.
	On October 19, 2004, Total System Services, Inc. ("Registrant") issued a press release and will hold an investor call and webcast to disclose financial results for the third quarter ended September 30, 2004. The press release and Supplemental Information for use at this investor call are attached hereto as Exhibits 99.1 and 99.2 and incorporated herein by reference.
Item 5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On October 19, 2004, the Board of Directors of Registrant amended Article III, Section 15 of its bylaws to increase the retirement age of directors from age 70 to age 72. The amended bylaws are attached as Exhibit 3.1.
Item 7.01	Regulation FD Disclosure. See Item 2.02 above.
Item 9.01	Financial Statements and Exhibits.
	(c)	Exhibits
	3.1 -	Bylaws, as amended
	99.1 -	Registrant's press release dated October 19, 2004
	99.2 -	Supplemental Information prepared for use with the press release

Signature

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

	TOTAL SYSTEM SERVICES, INC  ("Registrant")
Dated: October 19, 2004	By:/s/ Kathleen Moates
	Kathleen Moates      Senior Deputy General Counsel

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EX-3.1

Exhibit 3.1

As Amended and Restated
Effective October 19, 2004

BYLAWS

OF

TOTAL SYSTEM SERVICES, INC.

ARTICLE I. OFFICES

Section 1. Principal Office. The principal office for the transaction of the business of the corporation shall be located in Muscogee County, Georgia, at such place within said County as may be fixed from time to time by the Board of Directors.

Section 2. Other Offices. Branch offices and places of business may be established at any time by the Board of Directors at any place or places where the corporation is qualified to do business, whether within or without the State of Georgia.

ARTICLE II. SHAREHOLDERS’ MEETINGS

Section 1. Meetings, Where Held. Any meeting of the shareholders of the corporation, whether an annual meeting or a special meeting, may be held either at the principal office of the corporation or at any place in the United States within or without the State of Georgia.

Section 2. Annual Meeting. The annual meeting of the shareholders of the corporation for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held on such date and at such time and place as is determined by the Board of Directors of the corporation each year. Provided, however, that if the Board of Directors shall fail to set a date for the annual meeting of shareholders in any year, that the annual meeting of the shareholders of the corporation shall be held on the second Monday in April of each year; provided, that if said day shall fall upon a legal holiday, then such annual meeting shall be held on the next day thereafter ensuing which is not a legal holiday. Unless otherwise determined by the Board of Directors, the Chairman of the Board or the Chief Executive Officer shall act as chairman at all annual meetings. In addition to any other applicable requirements, for business to properly come before the meeting, notice of any nominations of persons for election to the Board of Directors or of any other business to be brought before an annual meeting of shareholders by a shareholder must be provided in writing to the Secretary of the corporation not later than

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the close of business on the 45th day nor earlier than the close of business on the 90th day prior to the date of the proxy statement released to shareholders in connection with the previous year’s annual meeting and such business must constitute a proper subject to be brought before such meeting. Such shareholder’s notice shall set forth (a) as to each person whom the shareholder proposes to nominate for election as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person’s written consent to being named in the Proxy Statement in connection with such annual meeting as a nominee and to serving as a director if elected), and evidence reasonably satisfactory to the corporation that such nominee has no interests that would limit such nominee’s ability to fulfill his or her duties of office; (b) as to any other business that the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such shareholder, as they appear on the corporation’s books, and of such beneficial owner and (ii) the class and number of shares of the corporation that are owned beneficially and held of record by such shareholder and such beneficial owner. In addition, if the shareholder intends to solicit proxies from the shareholders of the corporation, such shareholder’s notice shall notify the corporation of this intent. If a shareholder fails to notify the corporation of his or her intent to solicit proxies and does in fact solicit proxies, the chairman shall have the authority, in his or her discretion, to strike the proposal or nomination by the shareholder. Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at the annual meeting except in accordance with the procedures set forth in this Section 2. The chairman shall, if the facts warrant, determine and declare to the meeting that business has not been properly brought before the meeting in accordance with the provisions of this Section 2, and if the chairman should so determine, the chairman shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

Section 3. Special Meetings. A special meeting of the shareholders of the corporation, for any purpose or purposes whatsoever, may be called at any time by the Chairman of the Board, the Chief Executive Officer, a majority of the Board of Directors, or one or more shareholders of the corporation holding at least 80% of the issued and outstanding shares of common stock of the corporation. Such a call for a special meeting must state the purpose of the meeting. Unless otherwise determined by the Board of Directors, the Chairman of the Board or the Chief Executive Officer shall act as chairman of all special meetings. This section, as it relates to the call of a special meeting of the shareholders of the corporation by one or more shareholders holding at least 80% of the issued and outstanding shares of common stock of the corporation shall not be altered, deleted or rescinded except upon the affirmative vote of the shareholders of the corporation holding at

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least 80% of the issued and outstanding shares of common stock of the corporation.

Section 4. Notice of Meetings. Unless waived, notice of each annual meeting and of each special meeting of the shareholders of the corporation shall be given to each shareholder of record entitled to vote, not less than ten (10) days nor more than seventy (70) days prior to said meeting. Such notice shall specify the place, day and hour of the meeting; and in the case of a special meeting, it shall also specify the purpose or purposes for which the meeting is called.

Section 5. Waiver of Notice. Notice of any annual or special meeting of the shareholders of the corporation may be waived by any shareholder, either before or after the meeting; and the attendance of a shareholder at a meeting, either in person or by proxy, shall of itself constitute waiver of notice and waiver of any and all objections to the place or time of the meeting, or to the manner in which it has been called or convened, except when a shareholder attends solely for the purpose of stating, at the beginning of the meeting, an objection or objections to the transaction of business at such meeting.

Section 6. Quorum, Voting and Proxy. Shareholders representing a majority of the issued and outstanding shares of common stock of the corporation shall constitute a quorum at a shareholders’ meeting. Each shareholder shall be entitled to one vote for each share of common stock owned. Any shareholder may be represented and vote at any shareholders’ meeting by proxy, which such shareholder has duly executed in writing or by any other method permitted by the Official Code of Georgia Annotated, filed with the Secretary of the corporation on or before the date of such meeting; provided, however, that no proxy shall be valid for more than 11 months after the date thereof unless otherwise specified in such proxy.

Section 7. No Meeting Necessary When. Any action required by law or permitted to be taken at any shareholders’ meeting may be taken without a meeting if, and only if, written consent, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of the shareholders and shall be filed with the Secretary and recorded in the Minute Book of the corporation.

ARTICLE III. DIRECTORS

Section 1. Number. The Board of Directors of the corporation shall consist of not less than 8 nor more than 60 Directors. The number of Directors may vary between said minimum and maximum, and within said limits, the shareholders holding at least 80% of the issued and outstanding shares of common stock of the corporation may, from time to time, by resolution fix the number of Directors to comprise said Board. This section, as it relates to from time to time, fixing the number of Directors of the corporation by the shareholders of the corporation holding at least 80% of the issued and outstanding shares

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of common stock of the corporation, shall not be altered, deleted or rescinded except upon the affirmative vote of the shareholders of the corporation holding at least 80% of the issued and outstanding shares of common stock of the corporation.

Section 2. Election and Tenure. The Board of Directors of the corporation shall be divided into three classes serving staggered 3-year terms, with each class to be as nearly equal in number as possible. At the first annual meeting of the shareholders of the corporation, all members of the Board of Directors shall be elected with the terms of office of Directors comprising the first class to expire at the first annual meeting of the shareholders of the corporation after their election, the terms of office of Directors comprising the second class to expire at the second annual meeting of the shareholders of the corporation after their election and the terms of office of Directors comprising the third class to expire at the third annual meeting of the shareholders of the corporation after their election, and as their terms of office expires, the Directors of each class will be elected to hold office until the third succeeding annual meeting of the shareholders of the corporation after their election. In such elections, the nominees receiving a plurality of votes shall be elected. This section, as it relates to the division of the Board of Directors into three classes serving staggered 3-year terms, shall not be altered, deleted or rescinded except upon the affirmative vote of the shareholders of the corporation holding at least 80% of the issued and outstanding shares of common stock of the corporation.

Section 3. Powers. The Board of Directors shall have authority to manage the affairs and exercise the powers, privileges and franchises of the corporation as they may deem expedient for the interests of the corporation, subject to the terms of the Articles of Incorporation, bylaws, and such policies and directions as may be prescribed from time to time by the shareholders of the corporation.

Section 4. Meetings. The annual meeting of the Board of Directors shall be held without notice immediately following the annual meeting of the shareholders of the corporation, on the same date and at the same place as said annual meeting of the shareholders. The Board by resolution may provide for regular meetings, which may be held without notice as and when scheduled in such resolution. Special meetings of the Board may be called at any time by the Chairman of the Board, the Chief Executive Officer, the Lead Director, or by any two or more Directors.

Section 5. Notice and Waiver; Quorum. Notice of any special meeting of the Board of Directors shall be given to each Director personally or by mail, telegram, cablegram or telephone, or by any other means customary for expedited business communications, at least one day prior to the meeting. Such notice may be waived, either before or after the meeting; and the attendance of a Director at any special meeting shall of itself constitute a waiver of notice of such meeting and of any and all objections to the place or time of the meeting, or to the manner in which it has been called or convened, except where a Director states, at the beginning of the meeting, any such objection or objections to the transaction

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of business. A majority of the Board of Directors shall constitute a quorum at any Directors’ meeting.

Section 6. No Meeting Necessary, When. Any action required by law or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if written consent, setting forth the action so taken, shall be signed by all the Directors or committee members. Such consent shall have the same force and affect as a unanimous vote of the Board of Directors and shall be filed with the Secretary and recorded in the Minute Book of the corporation.

Section 7. Telephone Conference Meetings. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board or committee by means of telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in persons at such meeting.

Section 8. Voting. At all meetings of the Board of Directors each Director shall have one vote and, except as otherwise provided herein or provided by law, all questions shall be determined by a majority vote of the Directors present.

Section 9. Removal. Any one or more Directors or the entire Board of Directors may be removed from office, with or without cause, by the affirmative vote of the shareholders of the corporation holding at least 80% of the issued and outstanding shares of common stock of the corporation at any shareholders’ meeting with respect to which notice of such purpose has been given. This section, as it relates to the removal of Directors of the corporation by the shareholders of the corporation holding at least 80% of the issued and outstanding shares of common stock of the corporation, shall not be altered, deleted or rescinded except upon the affirmative vote of the shareholders of the corporation holding at least 80% of the issued and outstanding shares of common stock of the corporation.

Section 10. Vacancies. Any vacancy occurring in the Board of Directors caused by an increase in the number of Directors may be filled by the shareholders of the corporation for a full classified 3-year term, or such vacancy may be filled by the Board of Directors until the next annual meeting of the shareholders. Any vacancy occurring in the Board of Directors caused by the removal of a Director shall be filled by the shareholders, or if authorized by the shareholders, by the Board of Directors, for the unexpired term of the Director so removed. Any vacancy occurring in the Board of Directors caused by a reason other than an increase in the number of Directors or removal of a Director may be filled by the Board of Directors, or the shareholders, for the unexpired term of the Director whose position is vacated. Vacancies in the Board of Directors filled by the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum, or the sole remaining Director, as the case may be.

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Section 11. Dividends. The Board of Directors may declare dividends payable in cash or other property out of the unreserved and unrestricted net earnings of the current fiscal year, computed to the date of declaration of the dividend, or the preceding fiscal year, or out of the unreserved and unrestricted earned surplus of the corporation, as they may deem expedient.

Section 12. Committees. In the discretion of the Board of Directors, said Board from time to time may elect or appoint, from its own members, one or more committees as said Board may see fit to establish. Each such committee shall consist of two or more Directors, and each shall possess such powers and be charged with such responsibilities, subject to the limitations imposed by applicable law, as the Board by resolution may from time to time prescribe.

Section 13. Officers and Salaries. The Board of Directors shall elect all officers of the corporation and fix their compensation, except that the Board shall not have the responsibility to approve salaries for officers who are not executive officers.

Section 14. Compensation of Directors. Directors as such shall be entitled to receive compensation for their service as Directors and such fees and expenses, if any, for attendance at each regular or special meeting of the Board and any adjournments thereof, as may be fixed from time to time by resolution of the Board, and such fees and expenses shall be payable even though an adjournment be had because of the absence of a quorum; provided, however, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of either standing or special committees may be allowed such compensation as may be provided from time to time by resolution of the Board for serving upon and attending meetings of such committees.

Section 15. Emeritus Directors. When a member of the Board of Directors of the corporation attains seventy two (72) years of age, such director shall automatically, at his option, either (i) retire from the Board of Directors of the corporation; or (ii) be appointed as a member of the Emeritus Board of Directors of the corporation. Notwithstanding the previous sentence, once a member of the Board of Directors of the corporation has (a) attained sixty-two (62) years of age and (b) served five (5) consecutive years as a member of the Board of Directors of the corporation, he may request an immediate appointment to the Emeritus Board of Directors of the corporation, and the Board of Directors of the corporation, in its discretion, may grant such request. Members of the Emeritus Board of Directors of the corporation shall be appointed annually by the Chairman of the Board of Directors of the corporation at the Annual Meeting of the Board of Directors of the corporation, or from time to time thereafter. Each member of the Emeritus Board of Directors of the corporation, except in the case of his earlier death, resignation, retirement, disqualification or removal, shall serve until the next succeeding Annual Meeting of the

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Board of Directors of the corporation. Any individual appointed as a member of the Emeritus Board of Directors of the corporation may, but shall not be required to, attend meetings of the Board of Directors of the corporation and may participate in any discussions thereat, but such individual may not vote at any meeting of the Board of Directors of the corporation or be counted in determining a quorum at any meeting of the Board of Directors of the corporation, as provided in Section 5 of Article III of the bylaws of the corporation. It shall be the duty of the members of the Emeritus Board of Directors of the corporation to serve as goodwill ambassadors of the corporation, but such individuals shall not have any responsibility or be subject to any liability imposed upon a member of the Board of Directors of the corporation or in any manner otherwise be deemed to be a member of the Board of Directors of the corporation. Each member of the Emeritus Board of Directors of the corporation shall be paid such compensation as may be set from time to time by the Chairman of the Board of Directors of the corporation and shall remain eligible to participate in any Director Stock Purchase Plan maintained by, or participated in, from time to time by the corporation according to the terms and conditions thereof.

Section 16. Advisory Directors. The Board of Directors of the corporation may at its annual meeting, or from time to time thereafter, appoint any individual to serve as a member of an Advisory Board of Directors of the corporation. Any individual appointed to serve as a member of an Advisory Board of Directors of the corporation shall be entitled to attend all meetings of the Board of Directors and may participate in any discussion thereat, but such individual may not vote at any meeting of the Board of Directors or be counted in determining a quorum for such meeting. It shall be the duty of members of the Advisory Board of Directors of the corporation to advise and provide general policy advice to the Board of Directors of the corporation at such times and places and in such groups and committees as may be determined from time to time by the Board of Directors, but such individuals shall not have any responsibility or be subject to any liability imposed upon a director or in any manner otherwise deemed a director. The same compensation paid to directors for their services as directors shall be paid to members of an Advisory Board of Directors of the corporation for their services as advisory directors. Each member of the Advisory Board of Directors except in the case of his earlier death, resignation, retirement, disqualification or removal, shall serve until the next succeeding annual meeting of the Board of Directors and thereafter until his successor shall have been appointed.

ARTICLE IV. OFFICERS

Section 1. Selection. The Board of Directors at each annual meeting shall elect or appoint a Chief Executive Officer, a President, a Secretary and a Treasurer, each to serve for the ensuing year and until his successor is elected and qualified, or until his earlier resignation, removal from office, or death. The Board of Directors, at such meeting, may or may not, in the discretion of the Board, elect a Chairman of the Board, a Chief Operating Officer, one or more Vice Chairmen of the Board, one or more Chairmen of the Board-Emeritus, one or more Vice Presidents, one or more Assistant Vice Presidents, one or

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more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as the Board of Directors, in its discretion, shall determine are desirable for the management of the business and affairs of the corporation. When more than one Vice President is elected, they may, in the discretion of the Board, be designated Executive Vice President, First Vice President, Second Vice President, etc., according to seniority or rank, and any person may hold two or more offices, except that neither the Chief Executive Officer nor the President shall also serve as the Secretary.

Section 2. Removal, Vacancies. Any officers of the corporation may be removed from office at any time by the Board of Directors, with or without cause. Any vacancy occurring in any office of the corporation may be filled by the Board of Directors.

Section 3. Chief Executive Officer. The Chief Executive Officer shall, under the direction of the Board of Directors, have responsibility for the general direction of the corporation’s business, policies and affairs. The Chief Executive Officer shall have such other authority and perform such other duties as usually appertain to the chief executive office in business corporations or as are provided by the Board of Directors.

Section 4. President The President shall, under the direction of the Chief Executive Officer, have direct superintendence of the corporation’s business, policies, properties and affairs. The President shall have such further powers and duties as from time to time may be conferred upon or assigned to such officer by the Board of Directors, the Chairman of the Board or the Chief Executive Officer.

Section 5. Vice President. The Executive Vice Presidents, if any, and Vice Presidents shall have such powers and duties as from time to time may be conferred upon or assigned to them by the Board of Directors, the Chairman of the Board, the Chief Executive Officer, or the President. An Executive Vice President or other officer may be responsible for the assignment of duties to subordinate Vice Presidents.

Section 6. Secretary. It shall be the duty of the Secretary to keep a record of the proceedings of all meetings of the shareholders and Board of Directors; to keep the stock records of the corporation; to notify the shareholders and Directors of meetings as provided by these bylaws; and to perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board, the Chief Executive Officer, or the President. Any Assistant Secretary, if elected, shall perform the duties of the Secretary during the absence or disability of the Secretary and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President or the Secretary.

Section 7. Treasurer. The Treasurer shall keep, or cause to be kept, the financial books and records of the corporation, and shall faithfully account for its funds. He shall make such reports as may be necessary to keep the Board of Directors, the Chairman of

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the Board, the Chief Executive Officer, and the President fully informed at all times as to the financial condition of the corporation, and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President. Any Assistant Treasurer, if elected, shall perform the duties of the Treasurer during the absence or disability of the Treasurer, and shall perform such other duties as may be prescribed by the Board of Directors, the Chief Executive Officer, Chairman of the Board, the President or the Treasurer.

ARTICLE V. CONTRACTS, ETC.

Section 1. Contracts, Deeds and Loans. All contracts, deeds, mortgages, pledges, promissory notes, transfers and other written instruments binding upon the corporation shall be executed on behalf of the corporation by the Chief Executive Officer, Chairman of the Board, the President, any Executive Vice President, any Group Executives who report directly to such Executive Vice Presidents, or by such other officers or agents as the Board of Directors may designate from time to time. Any such instrument required to be given under the seal of the corporation may be attested by the Secretary or Assistant Secretary of the corporation.

Section 2. Proxies. The Chief Executive Officer, Chairman of the Board, the President, any Vice President, the Secretary or the Treasurer of the corporation shall have full power and authority, on behalf of the corporation, to attend and to act and to vote at any meetings of the shareholders, bond holders or other security holders of any corporation, trust or association in which the corporation may hold securities, and at and in connection with any such meeting shall possess and may exercise any and all of the rights and powers incident to the ownership of such securities and which as owner thereof the corporation might have possessed and exercised if present, including the power to execute proxies and written waivers and consents in relation thereto. In the case of conflicting representation at any such meeting, the corporation shall be represented by its highest ranking officer, in the order first above stated. Notwithstanding the foregoing, the Board of Directors may, by resolution, from time to time, confer like powers upon any other person or persons.

ARTICLE VI. CHECKS AND DRAFTS

        Checks and drafts of the corporation shall be signed by such officer or officers or such other employees or persons as the Board of Directors may from time to time designate.

ARTICLE VII. STOCK

Section 1. Certificates of Stock. Shares of capital stock of the corporation shall be issued in certificate or book-entry form. Certificates shall be numbered consecutively and entered into the stock book of the corporation as they are issued. Each certificate

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shall state on its face the fact that the corporation is a Georgia corporation, the name of the person to whom the shares are issued, the number and class of shares (and series, if any) represented by the certificate and their par value, or a statement that they are without par value. In addition, when and if more than one class of shares shall be outstanding, all share certificates of whatever class shall state that the corporation will furnish to any shareholder upon request and without charge a full statement of the designations, relative rights, preferences and limitations of the shares of each class authorized to be issued by the corporation.

Section 2. Signature; Transfer Agent; Registrar. Share certificates shall be signed by the President or any Vice President and by the Secretary or an Assistant Secretary of the corporation, and shall bear the seal of the corporation or a facsimile thereof. The Board of Directors may from time to time appoint transfer agents and registrars for the shares of capital stock of the corporation or any class thereof, and when any share certificate is countersigned by a transfer agent or registered by a registrar, the signature of any officer of the corporation appearing thereon may be a facsimile signature. In case any officer who signed, or whose facsimile signature was placed upon, any such certificate shall have died or ceased to be such officer before such certificate is issued, it may nevertheless be issued with the same effect as if he continued to be such officer on the date of issue.

Section 3. Stock Book. The corporation shall keep at its principal office, or at the office of its transfer agent, wherever located, with a copy at the principal office of the corporation, a book, to be known as the stock book of the corporation, containing in alphabetical order name of each shareholder of record, together with his address, the number of shares of each kind, class or series of stock held by him and his social security number. The stock book shall be maintained in current condition. The stock book, including the share register, or the duplicate copy thereof maintained at the principal office of the corporation, shall be available for inspection and copying by any shareholder at any meeting of the shareholders upon request, or, for a bona fide purpose which is in the best interest of the business of the corporation, at other times upon the written request of any shareholder or holder of a voting trust certificate. The stock book may be inspected and copied either by a shareholder or a holder of a voting trust certificate in person, or by their duly authorized attorney or agent. The information contained in the stock book and share register may be stored on punch cards, magnetic tape, or any other approved information storage devices related to electronic data processing equipment, provided that any such method, device, or system employed shall first be approved by the Board of Directors, and provided further that the same is capable of reproducing all information contained therein, in legible and understandable form, for inspection by shareholders or for any other proper corporate purpose.

Section 4. Transfer of Stock; Registration of Transfer. The stock of the corporation shall be transferred only by surrender of the certificate and transfer upon the stock book of the corporation. Upon surrender to the corporation, or to any transfer agent or registrar for

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the class of shares represented by the certificate surrendered, of a certificate properly endorsed for transfer, accompanied by such assurances as the corporation, or such transfer agent or registrar, may require as to the genuineness and effectiveness of each necessary endorsement and satisfactory evidence of compliance with all applicable laws relating to securities transfers and the collection of taxes, it shall be the duty of the corporation, or such transfer agent or registrar, to issue a new certificate, cancel the old certificate and record the transactions upon the stock book of the corporation.

Section 5. Registered Shareholders. Except as otherwise required by law, the corporation shall be entitled to treat the person registered on its stock book as the owner of the shares of the capital stock of the corporation as the person exclusively entitled to receive notification, dividends or other distributions, to vote and to otherwise exercise all the rights and powers of ownership and shall not be bound to recognize any adverse claim.

Section 6. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action affecting the interests of shareholders, the Board of Directors may fix, in advance, a record date. Such date shall not be more than seventy (70) nor less than ten (10) days before the date of any such meeting nor more than seventy (70) days prior to any other action. In each case, except as otherwise provided by law, only such persons as shall be shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting and any adjournment thereof, to express such consent or dissent, or to receive payment of such dividend or such allotment of rights, or otherwise be recognized as shareholders for any other related propose, notwithstanding any registration of a transfer of shares on the stock book of the corporation after any such record date so fixed.

Section 7. Lost Certificates. When a person to whom a certificate of stock has been issued alleges it to have been lost, destroyed or wrongfully taken, and if the corporation, transfer agent or registrar is not on notice that such certificate has been acquired by a bona fide purchaser, a new certificate may be issued upon such owner’s compliance with all of the following conditions, to-wit: (a) He shall file with the Secretary of the corporation, and the transfer agent or the registrar, his request for the issuance of a new certificate, with an affidavit setting for the time, place and circumstances of the loss; (b) He shall also file with the Secretary, and the transfer agent or the registrar, a bond with good and sufficient security acceptable to the corporation and the transfer agent or the registrar, or other agreement of indemnity acceptable to the corporation and the transfer agent or the registrar, conditioned to indemnify and save harmless the corporation and the transfer agent or the registrar from any and all damage, liability and expense of every nature whatsoever resulting from the corporation’s or the transfer agent’s or the registrar’s issuing a new certificate in place of the one alleged to have been lost; and (c) He shall comply

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with such other reasonable requirements as the Board of Directors, the Chief Executive Officer or the President of the corporation, and the transfer agent or the registrar shall deem appropriate under the circumstances.

Section 8. Replacement of Mutilated Certificates. A new certificate may be issued in lieu of any certificate previously issued that may be defaced or mutilated upon surrender for cancellation of a part of the old certificate sufficient in the opinion of the Secretary and the transfer agent or the registrar to duly identify the defaced or mutilated certificate and to protect the corporation and the transfer agent or the registrar against loss or liability. Where sufficient identification is lacking, a new certificate may be issued upon compliance with the conditions set forth in Section 7 of this Article VII.

ARTICLE VIII. INDEMNIFICATION AND REIMBURSEMENT

        Subject to any express limitations imposed by applicable law, every person now or hereafter serving as a director, officer, employee or agent of the corporation and all former directors and officers, employees or agents shall be indemnified and held harmless by the corporation from and against the obligation to pay a judgement, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), and reasonable expenses (including attorneys’ fees and disbursements) that may be imposed upon or incurred by him or her in connection with or resulting from any threatened, pending, or completed, action, suit, or proceeding, whether civil, criminal, administrative, investigative, formal or informal, in which he or she is, or is threatened to be made, a named defendant or respondent: (a) because he or she is or was a director, officer, employee, or agent of the corporation; (b) because he or she is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; or (c) because he or she is or was serving as an employee of the corporation who was employed to render professional services as a lawyer or an accountant to the corporation; regardless of whether such person is acting in such a capacity at the time such obligation shall have been imposed or incurred, if (i) such person acted in a manner he or she believed in good faith to be in or not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, if such person had no reasonable cause to believe his or her conduct was unlawful or (ii), with respect to an employee benefit plan, such person believed in good faith that his or her conduct was in the interests of the participants in and beneficiaries of the plan.

        Reasonable expenses incurred in any proceeding shall be paid by the corporation in advance of the final disposition of such proceeding if authorized by the Board of Directors in the specific case, or if authorized in accordance with procedures adopted by the Board of Directors, upon receipt of a written undertaking executed personally by or on behalf of the director, officer, employee, or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation, and a written

- 12 -

affirmation of his or her good faith belief that he or she has met the standard of conduct required for indemnification.

        The foregoing rights of indemnification and advancement of expenses shall not be deemed exclusive of any other right to which those indemnified may be entitled, and the corporation may provide additional indemnity and rights to its directors, officers, employees or agents to the extent they are consistent with law.

        The provisions of this Article VIII shall cover proceedings whether now pending or hereafter commenced and shall be retroactive to cover acts or omissions or alleged acts or omissions which heretofore have taken place. In the event of death of any person having a right of indemnification or advancement of expenses under the provisions of this Article VIII, such right shall inure to the benefit of his or her heirs, executors, administrators and personal representatives. If any part of this Article VIII should be found to be invalid or ineffective in any proceeding, the validity and effect of the remaining provisions shall not be affected.

ARTICLE IX.

MERGERS, CONSOLIDATIONS AND OTHER DISPOSITIONS OF ASSETS

        The affirmative vote of the shareholders of the corporation holding at least 80% of the issued and outstanding shares of common stock of the corporation shall be required to approve any merger or consolidation of the corporation with or into any corporation, and the sale, lease, exchange or other disposition of all, or substantially all, of the assets of the corporation to or with any other corporation, person or entity, with respect to which the approval of the corporation’s shareholders is required by the provisions of the corporate laws of the State of Georgia. This Article shall not be altered, deleted or rescinded except upon the affirmative vote of the shareholders holding at least 80% of the issued and outstanding shares of common stock of the corporation.

ARTICLE X.

CRITERIA FOR CONSIDERATION OF TENDER OR OTHER OFFERS

Section 1. Factors to Consider. The Board of Directors of the corporation may, if it deems it advisable, oppose a tender or other offer for the corporation’s securities, whether the offer is in cash or in the securities of a corporation or otherwise. When considering whether to oppose an offer, the Board of Directors may, but is not legally obligated to, consider any pertinent issues; by way of illustration, but not of limitation, the Board of Directors may, but shall not be legally obligated to, consider all or any of the following:

(i) whether the offer price is acceptable based on the historical and present operating results or financial condition of the corporation;

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(ii) whether a more favorable price could be obtained for the corporation’s securities in the future;

(iii) the impact which an acquisition of the corporation would have on the employees and customers of the corporation and its subsidiaries and the communities which they serve;

(iv) the reputation and business practices of the offeror and its management and affiliates as they would affect the employees and customers of the corporation and its subsidiaries and the future value of the corporation’s stock;

(v) the value of the securities, if any, that the offeror is offering in exchange for the corporation’s securities, based on an analysis of the worth of the corporation as compared to the offeror or any other entity whose securities are being offered; and

(vi) any antitrust or other legal or regulatory issues that are raised by the offer.

Section 2. Appropriate Actions. If the Board of Directors determines that an offer should be rejected, it may take any lawful action to accomplish its purpose including, but not limited to, any or all of the following: (i) advising shareholders not to accept the offer; (ii) litigation against the offeror; (iii) filing complaints with governmental and regulatory authorities; (iv) acquiring the corporation’s securities; (v) selling or otherwise issuing authorized but unissued securities of the corporation or treasury stock or granting options or rights with respect thereto; (vi) acquiring a company to create an antitrust or other regulatory problem for the offeror; and (vii) soliciting a more favorable offer from another individual or entity.

ARTICLE XI. AMENDMENT

        Except as otherwise specifically provided herein, the bylaws of the corporation may be altered, amended or added to by a majority of the issued and outstanding shares of common stock of the corporation present and voting therefor at a shareholders’ meeting or, subject to such limitations as the shareholders may from time to time prescribe, by a majority vote of all the Directors then holding office at any meeting of the Board of Directors.

bylaws\tss-BYLAWS-July2004.doc

EX-99.1

Exhibit 99.1

For Immediate Release

Contacts:

James B. Lipham
Chief Financial Officer
+1.706.649.2262 Leo S. Berard
TSYS Investor Relations
+1.706.649.5220
leoberard@tsys.com

TSYS Reports 10.2% Increase in Net Income for Third Quarter 2004
Accounts on File Grew 17.7%

Columbus, Ga., October 19, 2004 — TSYS^® today announced that its financial results for the third quarter and nine months ended September 30, 2004 are in line with the Company’s forecast.

        Below is a summary of the results for the third quarter and nine months ended September 30, 2004, as compared to the same period in 2003:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(dollars in millions, except earnings per share data)	2004	2003	Percent Change		2004	2003	Percent Change
Revenues Before Reimbursables	$248.4	210.4	18	.1%	$706.7	606.3	16	.6%
Total Revenues	305.0	266.1	14	.6%	879.9	775.2	13	.5%
Operating Income	52.0	48.9	6	.3%	143.4	136.8	4	.8%
Net Income	39.1	35.5	10	.2%	107.6	101.6	5	.9%
Basic EPS	0.20	0.18	10	.1%	0.55	0.52	6	.0%
Diluted EPS	0.20	0.18	10	.3%	0.55	0.51	6	.0%

        Highlights for the quarter include:

• Signed the definitive agreement with JPMorgan Chase & Co. to service the combined card portfolios of Chase Card Services, the second-largest card issuer in the world.

• Conversion of 1.5 million accounts from The Royal Bank of Scotland Group’s acquisition of People’s Bank of Bridgeport, CT.

• Bank of America selected TSYS to process the 12 million accounts recently acquired from FleetBoston.

• TSYS acquired Clarity Payment Solutions, Inc. (renamed TSYS Prepaid, Inc.), the leading provider of branded prepaid cards for Fortune 500 companies as well as domestic and international financial institutions.

• Announced the completion of a state-of-the-art European data center in Knaresborough, England.

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TSYS Reports Results For Third Quarter 2004/Page 2 of 9

• Equity in income of Vital increased 76% for the third quarter of 2004, driven by strong transaction growth.

• Revenues from other services increased 39.1% for the quarter, primarily due to the strong performance of TSYS Debt Management.

• Accounts on file increased to 315.3 million, up 17.7%, compared to 267.9 million at September 30, 2003.

        “The third quarter results are in line with our expectations, and we continue to expect growth in EPS of 5% to 7% in 2004,” said Philip W. Tomlinson, chief executive officer of TSYS.

        “TSYS continued its momentum with the successful conversions of the People’s Bank portfolio and the first phase of the Bank One portfolio,” Tomlinson said.

        TSYS signed a definitive agreement with JPMorgan Chase & Co. to service the combined card portfolios of Chase Card Services. The first phase of the conversion was successfully executed and Bank One’s remaining accounts are expected to convert in early fourth quarter of 2004 in accordance with the original schedule for the Bank One portfolio. JPMorgan Chase is expected to convert its consumer and commercial accounts to TS2 in the second half of 2005.

        “With the strength of our core business, over 85 million accounts remaining in the conversion pipeline, and opportunities internationally, we are well positioned for sustained, long-term growth. TSYS continued its acquisition of complementary business with the purchase of TSYS Prepaid, Inc., which provides processing for the prepaid market,” Tomlinson said. “We remain excited about our prospects and anticipate 10% to 15% growth in EPS in 2005.”

Conference Call

        TSYS will host its quarterly conference call at 4:30 p.m. EDT, October 19, 2004. The conference call can be accessed at www.tsys.com by clicking on the “Conference Call” icon on the homepage. The replay will be available approximately 30 minutes after the completion of the call.

About TSYS

        TSYS (NYSE: TSS) brings integrity and innovation to the world of electronic payment services as the integral link between buyers and sellers in this rapidly evolving universe. Synovus (NYSE: SNV) owns an 81-percent interest in TSYS. For more information, contact news@tsys.com.

        This press release contains statements that constitute “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934 as amended by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among others, statements regarding TSYS’ expected growth in earnings per share for 2004; TSYS’ expected conversions of the Chase Card Services portfolios in the fourth quarter of 2004 and the second half of 2005; TSYS’ anticipated growth in earnings per share for 2005; and the assumptions underlying such statements, including, with respect to TSYS’ expected increase in earnings per share for 2005, an increase in revenues before

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TSYS Reports Results For Third Quarter 2004/Page 3 of 9

reimbursable items of 10–12%; a 6–9% growth in revenues from existing electronic payment processing clients; Vital Processing Services growing earnings by at least 5%; and no significant client losses or additions through 2005. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. A number of important factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this press release. Many of these factors are beyond TSYS’ ability to control or predict. These factors include, but are not limited to, revenues that are lower than anticipated; internal growth rates for TSYS’ existing customers are lower than anticipated; Vital’s earnings are lower than anticipated; TSYS does not convert the Chase Card Services portfolios as scheduled; adverse developments with respect to foreign currency exchange rates; adverse developments with respect to entering into contracts with new clients and retaining current clients; the merger of TSYS clients with entities that are not TSYS clients or the sale of portfolios by TSYS clients to entities that are not TSYS clients; TSYS is unable to control expenses and increase market share; hostilities increase in the Middle East or elsewhere; adverse developments with respect to the credit card industry in general; TSYS is unable to successfully manage any impact from slowing economic conditions or consumer spending; the impact of acquisitions, including their being more difficult to integrate than anticipated; the costs and effects of litigation or adverse facts and developments relating thereto; and overall market conditions. Additional factors that could cause actual results to differ materially from those contemplated in this release can be found in TSYS’ filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations.

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EX-99.2

Exhibit 99.2

TSYS Announces Third Quarter 2004 Earnings
Page 4 of 9

TSYS
Financial Highlights
(In thousands, except per share data)

	Three months ended September 30,									Nine months ended September 30,
	2004			2003			Percentage Change			2004			2003			Percentage Change
Revenues
Electronic payment processing services	$	205,410			179,447			14	.5%	$	581,029			524,579			10	.8%
Other services		43,006			30,927			39	.1		125,681			81,735			53	.8
Revenues before reimbursables		248,416			210,374			18	.1		706,710			606,314			16	.6
Reimbursable items		56,577			55,740			1	.5		173,141			168,852			2	.5
Total revenues		304,993			266,114			14	.6		879,851			775,166			13	.5
Expenses
Employment expenses		99,561			81,488			22	.2		269,647			241,184			11	.8
Net occupancy & equipment expenses		58,909			51,043			15	.4		183,073			153,070			19	.6
Other expenses		37,945			28,944			31	.1		110,197			75,272			46	.4
(Gain)/Loss on disposal of equipment		6			-			nm			384			(35	)		nm
Expenses before reimbursables		196,421			161,475			21	.6		563,301			469,491			20	.0
Reimbursable items		56,577			55,740			1	.5		173,141			168,852			2	.5
Total operating expenses		252,998			217,215			16	.5		736.442			638,343			15	.4
Operating Income		51,995			48,899			6	.3		143,409			136,823			4	.8
Other Income:
Interest income		667			484			37	.8		1,709			2,365			(27	.8)
Interest expense		(95	)		(36	)		nm			(877	)		(66	)		nm
(Loss) Gain on foreign currency translation, net		146			(246	)		nm			45			916			nm
Other Income (Expense)		718			202			nm			877			3,215			(72	.7)
Income before Income Taxes, Minority Interest
and Equity in Income of Joint Ventures		52,713			49,101			7	.4		144,286			140,038			3	.0
Income Taxes		20,410			17,509			16	.6		55,636			51,131			8	.8
Minority Interest		(80	)		(1	)		nm			(240	)		(261	)		8	.1
Equity in Income of Joint Ventures		6,918			3,921			76	.4		19,178			12,909			48	.6
Net Income	$	39,141			35,512			10	.2%	$	107,588			101,555			5	.9%
Basic Earnings Per Share	$	0.20			0.18			10	.1%	$	0.55			0.52			6	.0%
Diluted Earnings Per Share	$	0.20			0.18			10	.3%	$	0.55			0.51			6	.0%
Dividend Declared Per Share	$	0.0400			0.0200					$	0.1000			0.0575
Average Common Shares Outstanding		196,848,529			196,747,867						196,846,349			196,832,455
Average Common and Common
Equivalent Shares Outstanding		197,210,491			197,443,720						197,212,532			197,326,044
Effective Tax Rate		34.6	%		33.2	%					34.3	%		33.7	%
EFFECTIVE INCOME TAX RATE CALCULATION
Income taxes (A)	$	20,410			17,509						$        55,636			51,131
Income before Income Taxes, Minority Interest
and Equity in Income of Joint Ventures	$	52,713			49,101					$	144,286			140,038
Adjustments: Equity in Income of Vital		6,369			3,620						17,936			12,112
Minority Interest		(80	)		(1	)					(240	)		(261	)
Adjusted Income before income taxes (B)	$	59,002			52,720					$	161,982			151,889
Effective Tax Rate (A/B)		34.6	%		33.2	%					34.3	%		33.7	%

Note: nm = not meaningful

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TSYS Announces Third Quarter 2004 Earnings
Page 5 of 9

TSYS
Segment Breakdown
(In thousands)

	Three Months Ended September 30, 2004					Three Months Ended September 30, 2003
	Domestic-based Services		International-based Services	Consolidated		Domestic-based Services		International-based Services	Consolidated
Total revenue	$ 273,496		31,499	304,995		246,191		19,925	266,116
Intersegment revenue	(2	)	--	(2	)	(2	)	--	(2	)
Revenues from external
customers	$ 273,494		31,499	304,993		246,189		19,925	266,114
Depreciation and amortization	$   23,190		3,549	26,739		22,328		3,132	25,460
Segment operating income	$   45,328		6,667	51,995		47,075		1,824	48,899
Income tax expense	$ 16,940		3,470	20,410		16,630		879	17,509
Equity in income of joint
ventures	$     6,369		549	6,918		3,620		301	3,921
Net Income	$   34,126		5,015	39,141		34,619		893	35,512
Average accounts on file	289,537		15,391	304,928		252,668		13,240	265,908

	Nine  Months Ended September 30, 2004					Nine Months Ended September 30, 2003
	Domestic-based Services		International-based Services	Consolidated		Domestic-based Services		International-based Services	Consolidated
Total revenue	$ 796,230		83,628	879,858		717,160		58,011	775,171
Intersegment revenue	(7	)	--	(7	)	(5	)	--	(5	)
Revenues from external
customers	$ 796,223		83,628	879,851		717,155		58,011	775,166
Depreciation and amortization	$   69,950		9,567	79,517		62,905		8,152	71,057
Segment operating income	$   125,399		18,010	143,409		129,127		7,696	136,823
Income tax expense	$   48,036		7,600	55,636		48,346		2,785	51,131
Equity in income of joint
ventures	$   17,936		1,242	19,178		12,112		797	12,909
Net Income	$   94,971		12,617	107,588		96,657		4,898	101,555
Average accounts on file	274,615		14,779	289,394		246,631		12,958	259,589

Note: Revenues for domestic-based services include electronic payment processing services and other services provided from the United States to clients domiciled in the United States or other countries. Revenues from international-based services include electronic payment processing services and other services provided from outside the United States to clients based mainly outside the United States.

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TSYS Announces Third Quarter 2004 Earnings
Page 6 of 9

TSYS
Balance Sheet
(In thousands)

	Sep 2004		Dec 2003
Assets
Current assets:
Cash and cash equivalents	$    114,878		122,874
Restricted cash	19,342		7,679
Accounts receivable, net	160,867		120,646
Deferred income tax assets	--		401
Costs in excess of billing on uncompleted contracts	7,272		--
Prepaid expenses and other current assets	26,149		22,764
Total current assets	328,508		274,364
Property and equipment, net	262,738		232,076
Computer software, net	234,346		258,090
Contract acquisition costs, net	130,037		125,472
Equity investments, net	69,919		66,708
Goodwill, net	73,464		29,626
Other assets	28,985		14,900
Total assets	$ 1,127,997		1,001,236
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$      22,989		17,549
Accrued salaries and employee benefits	37,142		32,562
Current portion of obligations under capital leases and
software arrangements	1,519		15,231
Billings in excess of costs on uncompleted contracts	--		17,573
Deferred income tax liabilities	22,903		--
Other current liabilities	117,972		64,056
Total current liabilities	202,525		146,971
Obligations under capital leases and software arrangements,
excluding current portion	4,290		29,748
Deferred income tax liabilities	95,865		88,544
Total liabilities	302,680		265,263
Minority interest in consolidated subsidiary	3,541		3,439
Shareholders' Equity:
Common stock	19,759		19,750
Additional paid-in capital	42,716		41,574
Accumulated other comprehensive income	9,649		8,314
Treasury stock	(13,573	)	(12,426	)
Retained earnings	763,225		675,322
Total shareholders' equity	821,776		732,534
Total liabilities and shareholders' equity	$ 1,127,997		1,001,236

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TSYS Announces Third Quarter 2004 Earnings
Page 7 of 9

TSYS Cash Flow
(In thousands)

	Nine Months Ended
	Sep 2004		Sep 2003
Cash flows from operating activities:
Net income	$   107,588		101,555
Adjustments to reconcile net income to net cash provided by
operating activities:
Minority interest in consolidated subsidiary's net income	240		261
Equity in income of joint ventures	(19,178	)	(12,909	)
Loss (gain) on currency translation adjustments, net	(45)		(916	)
Depreciation and amortization	79,517		71,057
Noncash charge related to impairment of developed software	10,059		--
Recoveries of bad debt expenses and billing adjustments	(1,147	)	1,892
Charges for transaction processing	5,621		3,093
Deferred income tax expense	29,590		21,248
Loss (gain) on disposal of equipment,net	384		(35	)
(Increase)decrease in:
Accounts receivable	(36,139	)	(3,950	)
Prepaid expenses and other assets	(4,822	)	(8,317	)
Increase(decrease) in:
Accounts payable	6,066		3,711
Accrued salaries and employee benefits	4,584		(14,659	)
Billings in excess of costs on uncompleted contracts	(24,845	)	24,074
Other current liabilities	22,210		(16,399	)
Net cash provided by operating activities	179,683		169,706
Cash flows from investing activities:
Purchase of property and equipment	(49,823	)	(113,517	)
Additions to purchased computer software	(19,237	)	(35,682	)
Additions to internally developed computer software	(3,996	)	(13,945	)
Proceeds from disposal of equipment	8		68
Cash acquired in acquisition	2,422		4,442
Cash used in acquisition	(53,000	)	(36,000	)
Dividends received from joint ventures	15,876		5,278
Increase in contract acquisition costs	(22,441	)	(17,904	)
Net cash used in investing activities	(130,191	)	(207,260	)
Cash flows from financing activities:
Purchase of common stock	(1,188	)	(9,485	)
Proceeds from the issuance of long-term debt	--		20,234
Principal payments on long-term debt	(42,321	)	(20,234	)
Other	(14,554	)	(7,046	)
Net cash used infinancing activities	(58,063	)	(16,531	)
Effect of foreign currency translation on cash and cash equivalents	575		545
Net increase (decrease) in cash and cash equivalents	(7,996	)	(53,540	)
Cash and cash equivalents at beginning of year	122,874		109,171
Cash and cash equivalents at end of period	$ 114,878		55,631

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TSYS Announces Third Quarter 2004 Earnings
Page 8 of 9

       Geographic Area Data:

The following geographic area data represents revenues for the three months ended September 30 based on where the client is domiciled:

	Three Months Ended September 30,
	2004	%		2003	%		% Chg
(dollars in millions):
United States	$    247,919	82	%	214,799	81	%	15	.4%
Europe	28,215	9	%	16,894	6	%	67	.0
Canada*	21,395	7	%	20,052	8	%	6	.7
Japan	3,447	1	%	2,992	1	%	15	.2
Mexico	3,349	1	%	10,693	4	%	(68	.7)
Other	668	0	%	684	0	%	(2	.3)
	$    304,993	100	%	266,114	100	%	14.	.6%

The following geographic area data represents revenues for the nine months ended September 30 based on where the client is domiciled:

	Nine Months Ended September 30,
	2004	%		2003	%		% Chg
(dollars in millions):
United States	$    722,300	83	%	632,419	82	%	14	.2%
Europe	73,711	8	%	49,249	6	%	49	.7
Canada*	62,354	7	%	55,181	7	%	13	.0
Japan	10,302	1	%	8,724	1	%	18	.1
	9,163	1	%	27,779	4	%	(67	.0)
Other	2,021	0	%	1,814	0	%	11	.4
	$    879,851	100	%	775,166	100	%	13	.5%

      Geographic Area Revenue by Operating Segment:

The following tables reconcile segment revenues to revenues by reporting segment for the three months ended September 30:

	Three Months Ended September 30,
	Domestic-based Services		International-based Services
(dollars in millions):	2004	2003	2004	2003
United States	$    247,919	214,799	--	--
Europe	162	--	28,053	16,894
Canada*	21,395	20,052	--	--
Japan	--	--	3,447	2,992
Mexico	3,349	10,693	--	--
Other	668	684	--	--
	$    273,493	246,228	31,500	19,886

The following tables reconcile segment revenues to revenues by reporting segment for the nine months ended September 30:

	Nine Months Ended September 30,
	Domestic-based services				International-based services
(dollars in millions):	2004		2003		2004		2003
United States	$	722,300		632,419		--		--
Europe		384		--		73,327		49,249
Canada*		62,354		55,181		--		--
Japan		--		--		10,302		8,724
Mexico		9,163		27,779		--		--
Other		2,021		1,814		--		--
	$	796,222		717,193		83,629		57,973

* These revenues include those generated from the Caribbean accounts owned by a Canadian institution.

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TSYS Announces Third Quarter 2004 Earnings
Page 9 of 9

   Supplemental Information:

	Accounts on File at:
	Sep 30, 2004		%		Sep 30, 2003		%		% Chg
Accounts on File (in millions):
Consumer	170	.7	54	%	142	.2	53	%	20	.0%
Retail	88	.8	28	%	83	.7	31	%	6	.1
Commercial	24	.9	8	%	21	.0	8	%	18	.7
Government services/EBT	15	.7	5	%	13	.1	5	%	19	.8
Stored Value	8	.5	3	%	2	.3	1	%	nm
Debit	6	.7	2	%	5	.6	2	%	19	.6
	315	.3	100	%	267	.9	100	%	17	.7%

	Sep 30, 2004	Sep 30, 2003
QTD Average Accounts on File (in thousands)	304,928	265,908	14.7%
YTD Average Accounts on File (in thousands)	289,394	259,589	11.5 %

	Accounts on File at:
	Sep 30, 2004		%		Sep 30, 2003		%		% Chg
Accounts on File (in millions):
Domestic	267	.2	85	%	221	.9	83	%	20	.4%
Internation	48	.1	15	%	46	.0	17	%	4	.5
	315	.3	100	%	267	.9	100	%	17	.7%

Note: The accounts on file between domestic and international is based on the geographic domicile of processing clients.

Growth in Accounts (in millions):	Sep 2003 to Sep 2004			Sep 2002 to Sep 2003
Beginning balance		267	.9		235	.8
Change in accounts on file due to:
Internal growth of existing clients		33	.0		25	.1
New clients		18	.9		19	.8
Purges/Sales		(0	.6)		(0	.3)
Deconversions		(3	.9)		(12	.5)
Ending balance		315	.3		267	.9

Number of Employees (FTEs):	Sep 30, 2004	Sep 30, 2003
At September 30,	5,626	5,632
Quarterly Average	5,571	5,607
YTD Average	5,571	5,447

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