SCHEDULE 14A INFORMATION
          Proxy Statement Pursuant to Section 14(a) of the Securities
                    Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant  /X/
Filed by a Party other than the Registrant  / /

Check the appropriate box:
/ /  Preliminary Proxy Statement             / /Confidential, for Use of the
                                                Commission Only (as permitted by
                                                Rule 14a-6(e)(2))
/X/  Definitive Proxy Statement
/ /  Definitive Additional Materials
/ /  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                                FIserv, Inc.
              ------------------------------------------------
              (Name of Registrant as Specified In Its Charter)

                             Edward P. Alberts
                 ------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
/X/  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or

     Item 22(a)(2) of Schedule 14A.
/ /  $500 per each party to the controversy pursuant to Exchange Act
     Rule 14a-6(i)(3).
/ /  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
     1)  Title of each class of securities to which transaction applies:

         -----------------------------------------------------------------------
     2)  Aggregate number of securities to which transaction applies:

         -----------------------------------------------------------------------
     3)  Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
         filing fee is calculated and state how it was determined):

         -----------------------------------------------------------------------
     4)  Proposed maximum aggregate value of transaction:

         -----------------------------------------------------------------------
     5)  Total fee paid:

         -----------------------------------------------------------------------

/X/  Fee paid previously with preliminary materials.
/ /  Check box if any part of the fee is offset as provided by Exchange Act
     Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
     paid previously.  Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.
     1)  Amount Previously Paid:

         -----------------------------------------------------------------------
     2)  Form, Schedule or Registration Statement No.:

         -----------------------------------------------------------------------
     3)  Filing Party:

         -----------------------------------------------------------------------
     4)  Date Filed:

<PAGE>

                                     Fiserv

                                255 Fiserv Drive
                          Brookfield, Wisconsin 53045





February 27, 1996



To our Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders of
FIserv, Inc., which will be held at our Corporate Offices at 10:00 a.m. on
Thursday, March 21, 1996, in the Corporation's Education Center located on the
second floor.

Information about the meeting and the matters on which the shareholders will act
is set forth in the formal Notice of Meeting and Proxy Statement on the
following pages.  Following these matters, management will present a current
report on the activities of the Corporation.  At the meeting, we will welcome
your comments on or inquiries about the business of FIserv that would be of
interest to shareholders generally.

At your earliest convenience, please review the information on the business to
come before the meeting.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, SIGN AND RETURN YOUR
PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED
IN THE UNITED STATES.

Thank you for your prompt attention to this matter.


Sincerely,


/S/ GEORGE D. DALTON

George D. Dalton
Chairman and
Chief Executive Officer

<PAGE>



                                       Fiserv


                      NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                              TO BE HELD MARCH 21, 1996

                                 CUSIP # 337738-10-8

To the Shareholders of FIserv:

The Annual Meeting of Shareholders of FIserv, Inc. will be held at the Corporate
Offices on Thursday, March 21, 1996, at 10:00 a.m., Central Standard Time, for
the following purposes:

     1.   to  elect  three  Directors to serve for a three-year term expiring in
          1999;

     2.   to  consider and act upon  a proposal to  reappoint Deloitte &  Touche
          LLP,  Milwaukee,  Wisconsin,  as  the  independent  auditors  of   the
          Corporation and subsidiaries for 1996;

     3.   to  consider and  act upon  a proposal to  adopt an  amendment to  the
          Company's  Articles  of   Incorporation  increasing   the  number   of
          authorized shares of  the Company's  Common Stock  from 75,000,000  to
          150,000,000;

     4.   to consider  and  act upon  a proposal to  adopt an  amendment to  the
          Company's Articles of Incorporation to change the name of the  Company
          from FIserv, Inc. to Fiserv, Inc.;

     5.   to consider and act upon a  proposal to amend and restate the  FIserv,
          Inc. Non-Qualified Stock Option Plan, among other things, to  increase
          the number of shares of Common  Stock reserved for issuance under  the
          FIserv, Inc. Stock Option Plan by 4,000,000 shares and to provide  for
          the inclusion of incentive stock options under said Plan; and

     6.   to  transact such  other business  as may  properly  come  before  the
          meeting.

The Board of Directors has fixed the close of business on February 12, 1996,  as
the record date for determining shareholders  entitled to notice of the  meeting
and to vote.

By Order of the Board of Directors


/S/ CHARLES W. SPRAGUE

Charles W. Sprague
Secretary
F
ebruary 27, 1996


YOUR VOTE IS IMPORTANT.  THE PROXY STATEMENT  IS INCLUDED WITH THIS NOTICE.   TO
VOTE YOUR STOCK, PLEASE MARK, SIGN, DATE AND  RETURN YOUR PROXY CARD AS SOON  AS
POSSIBLE.  A  RETURN ENVELOPE IS  ENCLOSED FOR YOUR  CONVENIENCE.   SHAREHOLDERS
ATTENDING THE  MEETING MAY  WITHDRAW THEIR  PROXIES  AT ANY  TIME PRIOR  TO  THE
EXERCISE THEREOF.

<PAGE>

                                PROXY STATEMENT

THE PROXY AND SOLICITATION

     This Proxy Statement is being mailed on or about February 27, 1996, to  the
holders of record as of February 12, 1996,  of Common Stock, $.01 par value  per
share ("Common Stock"), of FIserv, Inc. (the "Corporation" or the "Company")  in
connection with the solicitation  by the Board  of Directors of  a Proxy in  the
enclosed form for the Annual Meeting of Shareholders to be held at the Corporate
Offices, 255 Fiserv Drive, Brookfield, Wisconsin 53045, on March 21, 1996, or at
any  and  all  adjournments  thereof.    Pursuant  to  the  Wisconsin   Business
Corporation Law, a shareholder may revoke a writing appointing a proxy either by
giving notice to the  Corporation in writing or  in open meeting.   The cost  of
soliciting the proxy will be borne by the Corporation.

PURPOSES OF ANNUAL MEETING

     The Annual Meeting has been called  for the purposes of (i) electing  three
Directors to serve for a three-year term expiring in 1999; (ii) considering  and
acting upon a proposal to reappoint Deloitte & Touche LLP, Milwaukee, Wisconsin,
as the independent auditors of the Corporation and subsidiaries for 1996;  (iii)
considering and acting  upon a  proposal to  increase the  number of  authorized
shares of the Corporation's  Common Stock from  75,000,000 to 150,000,000;  (iv)
considering and acting  upon a proposal  to change the  name of the  Corporation
from FIserv, Inc. to Fiserv, Inc.; (v) considering and acting upon a proposal to
amend and restate the FIserv, Inc. Non-Qualified Stock Option Plan, among  other
things, to increase the number of  shares of Common Stock reserved for  issuance
under the Plan by 4,000,000 shares and to provide for the inclusion of incentive
stock options under the  Plan; and (vi) transacting  such other business as  may
properly come before the meeting.

     The persons named as  proxies in the enclosed  Proxy have been selected  by
the Board of Directors and will vote shares represented by valid Proxies.   They
have indicated that,  unless otherwise specified  in the Proxy,  they intend  to
vote to (i) elect as Directors for their respective terms the nominees listed on
Pages 2 and 3; (ii) to reappoint Deloitte & Touche LLP, Milwaukee, Wisconsin, as
the independent public accountants of the Corporation and subsidiaries for 1996;
(iii) to increase the  number of authorized shares  of the Corporation's  Common
Stock from 75,000,000 to 150,000,000; (iv) to change the name of the Corporation
from FIserv, Inc. to Fiserv, Inc.; and (v) to amend and restate the FIserv, Inc.
Non-Qualified Stock Option Plan, among other  things, to increase the number  of
shares of Common Stock reserved for issuance under the Plan by 4,000,000  shares
and to provide for the inclusion of incentive stock options under the Plan.  All
of the nominees for  Director are presently members  of the Board of  Directors.
The Board of Directors has no reason to believe that any of the nominees will be
unable to  serve  as a  Director.   In  the  event,  however, of  the  death  or
unavailability of any nominee  or nominees, the  Proxy to vote  in favor of  the
election of such nominee or nominees will be voted for such other person as  the
Board of Directors may recommend.

     The Corporation has no  knowledge of any other  matters to be presented  to
the meeting.  In the  event other matters do  properly come before the  meeting,
the persons named in the  Proxy will vote in  accordance with their judgment  on
such matters.


VOTING SECURITIES

     As of January  22, 1996, the  Corporation had outstanding  and entitled  to
vote at the meeting 44,887,613 shares,  of which all are  Common Stock.  All  of
these shares are  to be  voted as  a single  class, and  each of  the shares  is
entitled to one vote for each share held of record on all matters submitted to a
vote of shareholders.   There are  no cumulative voting  rights with respect  to
Common Stock, with the result that holders of a majority of the Common Stock may
elect all the  Corporation's Directors.   The Board of  Directors has fixed  the
close of  business on  February 12,  1996, as  the record  date for  determining
shareholders entitled to notice of the meeting and to vote.


     The following table sets forth information furnished to the Corporation  as
of December 31, 1995 with respect to each person known to the Corporation to  be
the beneficial  owner of  more than  five percent  of the  Corporation's  Common
Stock.

N
AME AND ADDRESS                     AMOUNT AND NATURE OF      PERCENT
OF BENEFICIAL OWNER                  BENEFICIAL OWNERSHIP      OF CLASS
- - --------------------                 --------------------      ---------
Donald F. Dillon                          2,607,473              5.6%
1345 Old Cheney Rd.
Lincoln, NE 68512

The shares of Common Stock listed in the foregoing table are owned  beneficially
with sole voting and investment power.

     The following table sets forth information furnished to the Corporation  as
of December 31, 1995, with respect to the beneficial ownership by each  Director
and nominee, certain named executive officers  and by all present Directors  and
executive officers as a group of the Corporation's Common Stock.  Each person on
the following  table disclaims  beneficial ownership  of shares  owned by  one's
spouse, minor children or other relatives.

DIRECTORS AND                        NUMBER OF SHARES OF COMMON     PERCENT
EXECUTIVE OFFICERS                   STOCK BENEFICIALLY OWNED (1)   OF CLASS
- - -------------------                  ----------------------------   --------
George D. Dalton                     499,023                            1.1%
Leslie M. Muma                       457,694                            *
Donald F. Dillon                     2,607,473                          5.6
Kenneth R. Jensen                    343,299                            *
Bruce K. Anderson                    257,432                            *
Gerald J. Levy                       41,502                             *
L. William Seidman                   15,550                             *
Thekla R. Shackelford                3,050                              *
Roland D. Sullivan                   37,498                             *
Frank R. Martire                     199,312                            *
Norman J. Balthasar                  237,225                            *
All Directors and executive
   officers as a group (15 persons)  5,064,073                         10.9%
* Less than 1%

(1)  Includes 232,460 shares which are subject to outstanding options which  are
exercisable within  60 days  after December  31, 1995.   The  percentages  shown
assume exercise of such options.

     Beneficial ownership of each  of the shares of  Common Stock listed in  the
foregoing table is  comprised of either  sole voting power  and sole  investment
power, or voting power and  investment power that is  shared with the spouse  of
the Director or Executive Officer.

1.  NOMINEES FOR THE BOARD OF DIRECTORS

     The nominees  for election  as  members of  the  Board of  Directors,  with
information furnished to the Corporation by them as of January 31, 1996, are  as
follows:

Nominee for three-year term expiring in 1999:
     LESLIE M. MUMA (age 51) has been a Director of the Corporation since it was
established in 1984, and was  named Vice Chairman of  the Board of Directors  in
May 1995.    From 1971  to  1984, Mr.  Muma  was the  President  of one  of  the
Corporation's predecessors,  Data  Management Resources,  Inc.,  a  wholly-owned
subsidiary of Freedom Savings & Loan Association, Tampa, Florida.  Mr. Muma  has
over 30 years of data processing  experience.  He also  serves as a Director  of
MGIC Investment Corporation.
     Principal Occupation:  Vice  Chairman of  the  Board of  Directors  of  the
     Corporation, President and Chief Operating Officer of the Corporation.


Nominee for three-year term expiring in 1999:
     DONALD F. DILLON (age 55) was named Vice Chairman of the Board of Directors
of the Corporation in May 1995.  In 1976, Mr. Dillon and an associate founded  a
turnkey software company--Information Technology, Inc. ("ITI")--which has  grown
to become a leading national provider of banking software and services.  ITI was
acquired by FIserv  in May 1995,  and Mr. Dillon  continues in  his position  as
Chairman and President of the ITI organization.   From 1966 to 1976, Mr.  Dillon
was with the National  Bank of Commerce in  Lincoln, Nebraska, most recently  as
Senior Vice President heading the bank's  Information Management Division.   Mr.
Dillon has over  29 years  of experience in  the financial  and data  processing
industries.  He also serves as Secretary of the Board of Trustees and  Executive
Committee Member for Doane College  in Crete, Nebraska, and  is a Member of  the
Board of Trustees for the University of Nebraska and a Member of the  University
of Nebraska's Directors Club.
     Principal Occupation:   Vice  Chairman of  the Board  of Directors  of  the
     Corporation; Chairman and President, Information Technology, Inc.

Nominee for three-year term expiring in 1999:
     GERALD J. LEVY (age 63) has been a Director of the Corporation since March
31, 1986.  He is known  nationally through his involvement in various  financial
industry memberships  and  organizations.   Mr.  Levy  is a  past  Director  and
Chairman of the  United States  League of  Savings Institutions,  and served  as
Chairman of its Government Affairs Policy  Committee.  Since 1959, Mr. Levy  has
served Guaranty  Bank  in  various capacities,  including  President  and  Chief
Executive Officer from  1973 to  the present.   He  also serves  as Director  of
Guaranty Bank, S.S.B.,  Guaranty Financial Mutual  Holding Corp., and  Financial
Institution Insurance Group, Ltd.
     Principal Occupation:  Chairman and  Chief  Executive Officer  of  Guaranty
     Bank, S.S.B. in Milwaukee, Wisconsin, since 1984.

Continuing Members of the Board of Directors

     Continuing members of the Board of Directors, with information furnished to
the Corporation by them as of January 31, 1996, are as follows:

Continuing term expiring in 1997:
     GEORGE D. DALTON (age 67) has been  Chairman of the Board  of Directors of
the Corporation since it was established in 1984.  From 1964 to 1984, Mr. Dalton
was President of one of the  Corporation's predecessors, First Data  Processing,
Inc., a subsidiary of First Bank System, Inc.   Mr. Dalton has over 40 years  of
data processing  experience.   He  also  serves as  a  Director of  ARI  Network
Services, Inc.
     Principal Occupation:  Chairman of the Board of Directors, Chief  Executive
     Officer of the Corporation.

Continuing term expiring in 1997:
     BRUCE K. ANDERSON (age 55) has been a Director of the Corporation since it
was founded in  1984.  Mr.  Anderson's background  includes working  extensively
with information technology companies like the Corporation.  He also serves as a
Director of  Comdata  Holdings  Corporation,  Genicom  Corporation,  Broadway  &
Seymour, Inc. and several private companies.
     Principal Occupation:  General  partner of  the  sole general  partners  of
     numerous Welsh, Carson, Anderson & Stowe partnerships.
Mr. Anderson has indicated his intention  to resign from the Board of  Directors
effective March 21, 1996.

Continuing term expiring in 1997:
     L. WILLIAM SEIDMAN (age 74) has  been a Director of  the Corporation since
February 1992.   Mr. Seidman became  Chairman of the  Federal Deposit  Insurance
Corporation  on  October  21,  1985,  and  Chairman  of  the  Resolution   Trust
Corporation in 1989.  He held these positions until October 21, 1991.  From 1982
to 1985, he was  Dean of the  College of Business  at Arizona State  University,
Tempe, Arizona.  From  1977 to 1982,  he was Vice  Chairman and Chief  Financial
Officer of Phelps Dodge  Corporation.  Mr. Seidman  was President Gerald  Ford's
Assistant for Economic Affairs  from 1974 to 1977.   From 1968  to 1974, he  was
Managing Partner of Seidman & Seidman, Certified Public Accountants.  He  served
as Chairman (1970)  and Director of  the Detroit Branch  of the Federal  Reserve
Bank of Chicago from 1966 to 1970.  He was also Special Assistant for  Financial
Affairs to Michigan Governor George Romney from 1963 to 1966.
     Principal Occupation:  Chief Commentator for CNBC-TV; and Publisher of Bank
     Director magazine.


Continuing term expiring in 1998:
     KENNETH R.  JENSEN (age  52)  has  been  Executive Vice  President,  Chief
Financial  Officer,  Treasurer,  Assistant  Secretary  and  a  Director  of  the
Corporation since it was established in  1984.  He became Senior Executive  Vice
President of the Corporation in 1986.   In 1983, Mr. Jensen was Chief  Financial
Officer of SunGard Data Systems, Inc.  (a computer services company). From  1968
to 1982, Mr. Jensen  was a founder and  Chief Financial Officer of  Catallactics
Corporation (a financial services company), and from 1974 to 1980 was also Chief
Financial Officer of  Market Research Corporation  of America.   Mr. Jensen  has
over 30 years of experience in the data processing industry.
     Principal Occupation:  Senior  Executive Vice  President,  Chief  Financial
     Officer, Treasurer and Assistant Secretary of the Corporation.

Continuing term expiring in 1998:
     ROLAND D. SULLIVAN (age 76) has  been a Director of  the Corporation since
July 15, 1986.  Mr.  Sullivan was the Myers  Regents Professor of Management  at
St. Johns University  from 1983  to 1990.   He  has an  extensive background  in
strategic planning  and  management,  and  is  known  throughout  the  financial
industry.  From 1938  to 1983, Mr.  Sullivan served First  Bank System, Inc.  in
various capacities, including Vice President - Strategic Information Systems and
Technology Planning; Executive Vice President of  Research and Planning -  First
Computer Corporation  (a subsidiary  of First  Bank System).   Since  1991,  Mr.
Sullivan  has  been  associated  with   Sendero  Corporation,  a  wholly   owned
subsidiary, most  recently as  Chairman  and Chief  Executive  Officer.   As  of
January 1995, he also  serves as Midwest Region  Executive, Savings &  Community
Bank Group of the Corporation.
     Principal Occupation:    Chairman  and  Chief  Executive  Officer,  Sendero
     Corporation, and Midwest Region Executive,  Savings & Community Bank  Group
     of the Corporation.

Continuing term expiring in 1998:
     THEKLA R. SHACKELFORD (age 61) was appointed a Director of the Corporation
in November 1994.   Ms. Shackelford is an  Educational Consultant and served  as
President of the national  professional association for educational  consultants
in 1987-88.  Prior to that, she was Director of Development of the Buckeye  Boys
Ranch in Columbus, Ohio.  She is currently serving  as Chairman of the I KNOW  I
CAN scholarship board in Columbus and is on the boards of Banc One  Corporation,
Wendy's International and Sundance  Broadcasting, Inc.   Ms. Shackelford is  the
recipient of numerous awards for community service and educational achievements.
     Principal Occupation:  Educational Consultant.

BOARD OF DIRECTORS AND MANAGEMENT COMMITTEE MEETINGS

     During the year ended December 31,  1995, there were four regular  meetings
of the Corporation's Board of Directors.  There were six special meetings of the
Corporation's Board of Directors.  All of the regular meetings held by the Board
of Directors were  fully attended,  except that  Ms. Shackelford  was unable  to
attend one regular meeting.  There were also four meetings of the  Corporation's
Management Committee during the year, all of which were fully attended.

     During 1995,  Messrs.  Anderson,  Levy  and  Seidman  and  Ms.  Shackelford
received $17,500, $18,500, $18,800 and $17,800, respectively, for their services
on the  Board  of Directors.    In addition,  Directors  who are  not  executive
officers received options to acquire 250 shares of the Company's Common Stock at
market price on the date of grant for each regular meeting attended, and  10,000
shares following the  1995 Annual  Meeting.   There are  presently two  standing
committees of the Board of Directors,  the Audit Committee and the  Compensation
Committee, the members of which consist  of all Directors who are not  executive
officers.  Meetings  of these committees  are held in  conjunction with  regular
meetings of the Board of Directors.


COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT

     To the Company's knowledge, all statements of beneficial ownership required
to be filed with  the Securities and Exchange  Commission (the "Commission")  in
1995 have  been timely  filed with  the  exception of  the  late filing  by  Mr.
Rockafellow, Executive Vice President, President  - First Trust Corporation,  of
one Form 4 reporting the sale of Common Stock.


E
XECUTIVE COMPENSATION
The following table sets forth in summary form all compensation, as defined in
regulations of the Commission, paid or accrued by the Corporation and its
subsidiaries during each of the three years ended December 31, 1995 to each of
its five highest paid executive officers whose aggregate cash compensation
exceeded $100,000.

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE
                                           Annual Compensation
             (a)                    (b)      (c)      (d)       (e)    (g)       (i)
                                                                              All Other
                                                                               Compen-
                                                                     Options  sation ($)
Name and Principal Position         Year  Salary ($) Bonus ($) Other Granted      <2>
<S>                                 <C>    <C>       <C>        <C>   <C>     <C>
George D. Dalton                    1995   525,000    90,000    <1>   61,763  10,500
Chairman of the Board,              1994   460,000   100,000    <1>   65,813  10,500
Chief Executive Officer             1993   390,000    85,000    <1>   60,750  16,289

Leslie M. Muma                      1995   475,000    80,000    <1>   53,663  10,500
Vice Chairman of the Board,         1994   410,000    90,000    <1>   57,038  10,500
President, Chief Operating Officer  1993   340,000    80,000    <1>   52,734  16,289

Kenneth R. Jensen                   1995   370,000    60,000    <1>   41,175  10,500
Senior Executive Vice President,    1994   325,000    80,000    <1>   43,875  10,500
Director, CFO and Treasurer         1993   275,000    65,000    <1>   40,500  16,289

Norman J. Balthasar                 1995   255,000    67,000    <1>    6,600   7,500
Group Executive                     1994   235,000    31,340    <1>    5,850   7,500
Management Committee Member         1993   215,000    15,000    <1>    8,157   9,214

Frank R. Martire                    1995   275,000    31,000    <1>            4,500
Group Executive                     1994   255,000    45,988    <1>            7,500
Management Committee Member         1993   230,000   150,000    <1>  118,125   9,214
</TABLE>

<1>  Less than aggregate amount required to be reported
<2>  Represents Company contributions to 401(k) plan; 1995 is estimated

Norman J. Balthasar (age 49) was named Group Executive - Savings & Community
Bank Group on January 1, 1995.  He previously had been President of FIserv
Division I since September 1990, and is a member of the Corporation's Management
Committee.  From 1983 to 1991, he was associated with FIserv Tampa, Inc., most
recently as President.

Frank R. Martire (age 48) was named Group Executive - Bank & Credit Union Group
on January 1, 1995.  He previously had been President of FIserv Division III
since April 1, 1991, and is a member of the Corporation's Management Committee.
From 1983 to 1991, he was associated with Citicorp Information Resources, Inc.,
most recently as Chairman.


OPTION GRANTS IN LAST FISCAL YEAR
The following tables set forth, with respect to the executive officers named in
the Summary Compensation Table, information with respect to options granted and
exercised during the year ended December 31, 1995 under the Corporation's stock
option plans, together with the number of options outstanding as of December 31,
1995.

<TABLE>
<CAPTION>
                                                                  Potential Realizable
                                                                  Value at Assumed
                                                                  Rates of Stock Price
                                                                  Appreciation for
                                 Individual Grants                Option Term(1)
       (a)                (b)        (c)       (d)        (e)         (f)     (g)

                                 % of total
                                   options
                                 granted to  Exercise
                        Options   employees   price    Expiration
Name                    granted    in year  ($/share)     date      5% ($)   10% ($)
<S>                      <C>       <C>        <C>      <C>         <C>       <C>
George D. Dalton         61,763    14.02      21.81    2/8/05      847,250   2,147,099
Leslie M. Muma           53,663    12.18      21.81    2/8/05      736,136   1,865,514
Kenneth R. Jensen        41,175     9.35      21.81    2/8/05      564,829   1,431,387
Norman J. Balthasar       6,600     1.50      21.81    2/8/05       90,537   229,439
Frank R. Martire              0
</TABLE>

(1) The amounts in these columns are the result of calculations at the 5% and
10% rates set by the Commission and are not intended to forecast possible future
appreciation, if any, of the Corporation's stock price.  The Corporation chose
not to use an alternative formula for a grant date valuation.


<TABLE>
                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                           AND YEAR-END OPTION VALUES

<CAPTION>
       (a)                  (b)            (c)          (d)           (e)

                           Number                                  Value of
                         of shares                   Number of    unexercised
                          acquired                  unexercised  in-the-money
                             on           Value      options at   options at
Name                      exercise    realized ($)    year-end   year-end ($)
<S>                      <C>         <C>              <C>          <C>       <C>
George D. Dalton         127,574     2,091,063        127,777      1,549,908 Exercisable
                                                      126,361      1,270,462 Unexercisable

Leslie M. Muma            57,037       918,401        164,480      2,421,269 Exercisable
                                                      109,654      1,102,338 Unexercisable

Kenneth R. Jensen         43,875       706,469        126,360      1,859,824 Exercisable
                                                       84,240        846,971 Unexercisable

Norman J. Balthasar       11,812       218,914         99,239      2,072,792 Exercisable
                                                       14,685        154,168 Unexercisable

Frank R. Martire          15,000       256,944        157,125      2,131,363 Exercisable
                                                       72,562        946,061 Unexercisable
</TABLE>



C
OMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     The Compensation Committee  of the Board  of Directors  is responsible  for
establishing  compensation  for  the  Corporation's  Chief  Executive   Officer,
President and Chief Operating  Officer and its  Senior Executive Vice  President
and Chief Financial Officer (the "Executives").  In so doing, the Committee  has
developed and  implemented  compensation policies  and  programs which  seek  to
enhance the long-term profitability of the Corporation, thereby contributing  to
the value of shareholders' investment.

     In addition to annual cash compensation, the Committee establishes criteria
pursuant to which the Executives  may also qualify for  the award of options  to
acquire the Corporation's Common Stock at a  price equal to market value on  the
date of grant.  Awards are based 75% on growth in earnings per share ("EPS") and
25% on revenue growth.  If revenue  growth percentage exceeds that for EPS,  the
EPS growth  percentage will  replace revenue  growth percentage  in  determining
awards.  The range of growth used to calculate awards is from 10% to 25% and the
maximum annual award  to any  executive is  100,000 shares,  which the  proposed
amendment and restatement would raise to 300,000 shares.

     In the  event that  the Corporation's  shareholders adopt  the proposal  to
amend the Corporation's Non-Qualified Stock Option  Plan to permit the  issuance
of incentive stock options, such options would also be available for issuance to
the Executives.  The Corporation currently has no plans to issue incentive stock
options.

     Based upon  the Corporation's  performance over  the past  five years  when
compared to companies  comprising the  S&P 500 and  its S&P  industry group,  it
appears that the level of executive compensation is commensurate with that which
is being paid to senior executives by other companies in similar businesses.

     Committee Members:    Bruce K. Anderson, Chairman
                           Gerald J. Levy
                           L. William Seidman
                           Thekla R. Shackelford


COMPARISON OF FIVE YEAR CUMULATIVE RETURN AMONG FISERV, INC., S&P 500 INDEX, AND
S&P 500 COMPUTER SOFTWARE AND SERVICES INDEX

                                                           COMPUTER
MEASUREMENT PERIOD                            S&P         SOFTWARE &
(FISCAL YEAR COVERED)      FISERV, INC.    500 INDEX    SERVICES INDEX
- - ---------------------      ------------    ---------    --------------
MEASUREMENT PT-12/31/90      $100            $100            $100

FYE 12/31/91                 $182            $130            $152
FYE 12/31/92                 $183            $140            $181
FYE 12/31/93                 $209            $155            $230
FYE 12/31/94                 $233            $157            $272
FYE 12/31/95                 $325            $215            $383

     Assume $100 invested on December 31, 1990, in each of Company Common Stock,
     S&P 500 Index and Industry Index and the reinvestment of all dividends paid
     during the five-year period ending December 31, 1995.

2.  INDEPENDENT AUDITORS

     Deloitte  &  Touche  LLP,  Milwaukee,  Wisconsin,  has  been  proposed  for
reappointment as  the Corporation's  independent auditors  for the  year  ending
December 31, 1996, pursuant to the recommendation of the Board of Directors.   A
representative of Deloitte & Touche LLP is expected to be present at the meeting
with an opportunity to make a statement if so desired and to answer  appropriate
questions with  respect to  that firm's  audit  of the  Corporation's  financial
statements and records for the year ended December 31, 1995.

 
    The Board of Directors recommends that shareholders vote FOR the proposal.


3.  PROPOSED INCREASE IN AUTHORIZED SHARES OF COMMON STOCK

     The Articles of  Incorporation of the  Corporation presently authorize  the
issuance of  75,000,000  shares  of  Common  Stock,  of  which  44,887,613  were
outstanding as of  January 22, 1996,  and 2,434,350 shares  were reserved as  of
such date for issuance upon the  exercise of options issued by the  Corporation.
Consequently, only 27,678,037 shares  of Common Stock are  available to be  used
for any  other  purposes, including  stock  splits.   Therefore,  the  Board  of
Directors has proposed an increase in the number of authorized shares of  Common
Stock from 75,000,000 to 150,000,000.

     Except for shares reserved for issuance upon the exercise of stock options,
none of the shares of Common Stock which would be authorized if this proposal is
adopted by the shareholders  have been earmarked for  any specific purpose,  but
any future issuance of such shares could be authorized by the Board of Directors
without obtaining shareholder approval.

     The approval  of a  majority  of the  outstanding  shares of  Common  Stock
entitled to vote  on the amendment  is required to  adopt the  amendment to  the
Articles of Incorporation.

     The Board  of Directors  recommends a  vote FOR  the proposed  increase  in
authorized shares of Common Stock.

4.  PROPOSAL TO CHANGE THE NAME OF THE CORPORATION

     Presently, the legal name  of the Corporation is  FIserv, Inc., whereas  in
most  correspondence, marketing materials, and  similar items the name  "Fiserv,
Inc." (with a lower case "i") is used. It is therefore proposed that the name of
the Corporation be changed to Fiserv, Inc.

     The approval  of a  majority  of the  outstanding  shares of  Common  Stock
entitled to vote  on the amendment  is required to  adopt the  amendment to  the
Articles of Incorporation.

     The Board of  Directors recommends a  vote FOR the  proposed change in  the
name of the Corporation.

5.  EMPLOYEE BENEFIT STOCK PLANS

     The Corporation currently has three  employee benefit stock plans  pursuant
to which  eligible employees,  officers and  directors  of the  Corporation  may
acquire shares  of Common  Stock:   the  Non-Qualified  Stock Option  Plan,  the
Incentive Stock Option  Plan and  the Restricted Stock  Purchase Plan.   If  the
shareholders  approve  the  proposed  amendment   to  and  restatement  of   the
Corporation's Non-Qualified Stock Option Plan (which will then be referred to as
the "Fiserv, Inc. Stock Option Plan"),  this Plan will become the  Corporation's
principal stock-related  employee  benefit plan.    There are  presently  20,280
options outstanding under the Incentive Stock  Option Plan.  Because the  period
during which options under  the Incentive Stock Option  Plan may be granted  has
expired, the Corporation is unable to award additional options under this  Plan.
Although the Corporation  has no current  intention of  issuing incentive  stock
options in  the  foreseeable future,  if  the  proposed amendment  to  the  Non-
Qualified Stock Option  Plan is approved,  it would provide  the flexibility  to
grant incentive  stock options  ("ISOs") under  that Plan.   There  has been  no
activity in the Corporation's  Restricted Stock Option  Plan for several  years,
and there is no present intention to award shares under this Plan.

     On February 27, 1996,  the Board of Directors  of the Corporation  adopted,
subject  to  shareholder  approval  at  the  Annual  Meeting  of   Shareholders,
amendments to  the FIserv,  Inc. Non-Qualified  Stock Option  Plan (the  "Plan")
which will be  renamed the "Fiserv,  Inc. Stock Option  Plan" that, among  other
things, will increase by 4,000,000 shares  the number of shares of Common  Stock
reserved for issuance under the Plan and provide for the issuance of ISOs.   The
Plan is designed to provide an incentive to key employees of the Corporation and
to offer an additional inducement in obtaining the services of such persons.  It
also serves as an  inducement to non-employee Directors  of the Corporation  who
may be awarded options to purchase 250 shares of Common Stock under the Plan for
each meeting the non-employee Director attends  and 10,000 options each time  he
or she is elected to the Corporation's Board of Directors.


     The following summary of  certain material features of  the Plan, as it  is
proposed to be amended, does not purport to be complete and is qualified in  its
entirety by reference to the text of the Plan, a  copy of which is set forth  as
Exhibit A to this Proxy Statement.  All references to the Plan contained in this
summary are references to the Plan as proposed to be amended.

      Shares Subject to the Plan and Eligibility

     The Plan authorizes  the grant  of options to  purchase   shares of  Common
Stock (subject to adjustment as provided below) to employees (including officers
and directors who are employees) and non-employee Directors of the  Corporation.
Upon expiration,  cancellation or  termination  of unexercised  options  granted
under the Plan, the shares of Common Stock subject to such options will again be
available for the grant of options under the Plan.

      Type of Options

     Options granted under the  plan may be either  ISOs, within the meaning  of
Section 422 of the Internal  Revenue Code of 1986,  as amended (the "Code"),  or
non-qualified stock options which do not qualify as ISOs ("NQSOs").

      Administration

     The Plan is  administered by  a committee of  the Board  of Directors  (the
"Committee") consisting of at least three members of the Board, each of whom  is
a "disinterested person" within the meaning of Rule 16b-3 promulgated under  the
Securities Exchange Act of  1934, as amended (the  "Exchange Act"), and also  an
"outside director"  within the  meaning of  Section  162(m) of  the Code.    The
Committee members are currently those persons listed on page 7.

     Among other things, the Committee is  empowered to determine in  accordance
with various Plan provisions:  (i) the persons to whom options are granted; (ii)
the times on which options are granted; (iii)  whether an option will be an  ISO
or a NQSO; (iv)  the number of shares  of Common Stock  subject to a  particular
option and the option price therefor; (v) the term of each option; (vi) the time
and conditions under which an option may be exercised in whole or in part; (vii)
the form of consideration that  may be used by  the optionee to purchase  shares
upon exercise of any option; (viii)  whether shares issued upon the exercise  of
an  option  are  subject  to  certain  restrictions  or  to  repurchase  by  the
Corporation; (ix) whether to accelerate the exercise date of any option; (x) any
applicable withholding; (xi) the fair market value of shares of the Common Stock
subject to an option; (xii) subject to certain conditions, whether to cancel  or
modify an option with the  consent of the optionee;  and (xiii) any other  terms
and conditions of the option not  otherwise inconsistent with the provisions  of
the Plan.  The Committee is also authorized  to interpret the terms of the  Plan
and to adopt regulations relating to the Plan that are not inconsistent with the
terms of the  Plan.  The  determination of the  Committee with  respect to  such
matters is conclusive and binding.

      Terms and Conditions of Options

     Options granted under  the Plan  are subject  to, among  other things,  the
following terms and conditions:

     (a)  The option price of an option (other than an option granted to a  non-
employee Director) shall be fixed by the  Committee, except that in the case  of
an ISO, the option price cannot be less than the fair market value of the shares
subject to the option on the date it is granted.  In the event that the optionee
owns or is deemed to own  10% of the voting  power of the Corporation's  shares,
then the exercise  price of the  option may not  be less than  110% of the  fair
market value of the shares on the date it is granted.

     (b)   Options are  not transferable  during  the optionee's  lifetime,  and
during his or her lifetime may only be exercised by the optionee.

     (c)  Options (other than options granted to non-employee Directors) may  be
granted for terms determined by  the Committee, except that  the term of an  ISO
may not exceed ten years (five  years if the optionee owns  or is deemed to  own
more than 10% of the voting power of the Corporation's shares).


     (d)  Each non-employee Director is granted an option to purchase 250 shares
following each Board meeting  which he or she  attends.  In addition,  following
each annual meeting at which he or she is elected a Director of the Corporation,
the non-employee Director will be granted  an option to purchase 10,000  shares.
The term of each non-employee Director option is ten years, and the option price
is the fair market  value of the underlying  shares on the date  of grant.   The
option becomes  exercisable  ratably  over the  first  five  years,  subject  to
acceleration in the  event that  the non-employee  Director is  terminated as  a
Director within 36  months following  the acquisition by  a person  or group  of
persons of beneficial  ownership of  more than  50% of  the outstanding  Capital
Stock of the Corporation.  Notwithstanding  the foregoing, if the holder  ceases
to be  a Director  of the  Corporation for  any reason,  the option  may not  be
exercised more than 30 days after the date he or she ceases to be a Director.

     (e)  Appropriate arrangements may be specified with respect to any federal,
state, local or other tax withholding  which is required in connection with  the
options.

     (f)  The maximum  number of shares for  which options may  be granted to  a
person in any fiscal year is 300,000.  The aggregate fair market value of shares
with respect to which ISOs may be granted to a person which are exercisable  for
the first time during  any calendar year  may not exceed  $100,000.  Any  option
granted in excess of such amount is treated as a NQSO.

     (g)  No  fractional shares  of Common Stock  may be  exercised or  acquired
under the Plan.

      Adjustments in the Event of Capital Changes

     In the  event  the  number of  shares  of  Common Stock  are  increased  or
decreased or changed into or exchanged for a different number or kind of  shares
of stock or other securities of  the Corporation through reorganization,  merger
or consolidation, recapitalization, stock split, split-up, combination, exchange
of shares, declaration  of any  Common Stock  dividends or  similar events,  the
number and  kind of  shares of  stock and  the price  per share  subject to  the
unexercised portion  of any  option, the  number  and kind  of shares  of  stock
subject to the Plan and the maximum number of  shares which may be granted to  a
person in  any fiscal  year is  to be  appropriately adjusted  by the  Board  of
Directors.

      Duration and Amendment of the Plan

     No ISO may be granted under the Plan after February 27, 2006.  The Board of
Directors may amend  the Plan from  time to time,  except that without  majority
shareholder approval no amendment may increase the maximum number of shares with
respect to which options may be  granted under the Plan  (except in the case  of
the events  for which  adjustment authority  has been  granted to  the Board  of
Directors as  described above),  materially increase  the benefits  accruing  to
optionees under the Plan or change the eligibility requirements for optionees.

     Federal Income Tax Treatment

     The following is a general summary  of the federal income tax  consequences
under current tax law of NQSOs and ISOs.  It  does not purport to cover all  the
special rules, including special rules relating to optionees subject to  Section
16(b) of the Exchange Act and the exercise of an option with previously-acquired
shares, or the state or local income  or other tax consequences inherent in  the
ownership and exercise of stock options and the ownership and disposition of the
underlying shares.  An  optionee will not recognize  taxable income for  federal
income tax purposes upon the grant of a NQSO or ISO.

     Upon the exercise of a NQSO, the optionee will recognize ordinary income in
an amount equal to the excess,  if any, of the fair  market value of the  shares
acquired on  the date  of exercise  over  the exercise  price thereof,  and  the
Corporation will generally be  entitled to a deduction  for such amount at  that
time.  If the optionee later sells shares acquired pursuant to the exercise of a
NQSO, he or  she will recognize  long-term or short-term  capital gain or  loss,
depending on the period for which the shares were held.  Long-term capital  gain
is generally subject  to more favorable  tax treatment than  ordinary income  or
short-term capital gain.   Proposed legislation, if  adopted, would treat  long-
term capital gain even more favorably.


     Upon the  exercise of  an  ISO, the  optionee  will not  recognize  taxable
income.   If  the optionee  disposes  of the  shares  acquired pursuant  to  the
exercise of an ISO more than two years after the date of grant and more than one
year after the transfer of the shares to him or her, the optionee will recognize
long-term capital gain or  loss and the  Corporation will not  be entitled to  a
deduction.  However, if the optionee disposes of such shares within the required
holding period, all or a portion of the gain will be treated as ordinary  income
and the Corporation will generally be entitled to deduct such amount.

     In addition  to the  federal income  tax consequences  described above,  an
optionee may be subject to the alternative minimum tax.

     The approval of a majority of  outstanding shares of Common Stock  entitled
to vote is required to approve the amendment and restatement of the Fiserv, Inc.
Stock Option Plan.

     The Board of Directors recommends that shareholders vote FOR the proposal.

1996 SHAREHOLDER PROPOSALS

     The deadline  for shareholders  to submit  proposals to  be considered  for
inclusion in the Proxy Statement for the 1997 Annual Meeting of Shareholders  is
expected to be October 11, 1996.

ANNUAL MEETING

     The Annual Report of the Corporation for the year ended December 31,  1995,
will be  mailed  to  each shareholder  on  or  about February  27,  1996.    The
Corporation's Annual Report  on Form  10-K, filed  by the  Corporation with  the
Commission, will be  furnished without charge  to any person  requesting a  copy
thereof in writing and stating such person  is a beneficial holder of shares  of
Common Stock of the  Corporation on the  record date for  the annual meeting  of
shareholders.

     Requests and inquiries should be addressed to Mr. Charles W. Sprague.






                                                       /S/ CHARLES W. SPRAGUE
BY THE ORDER OF THE
BOARD OF DIRECTORS                                     CHARLES W. SPRAGUE
FEBRUARY 27, 1996                                      SECRETARY






<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1995
ANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH INFORMATION.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<CASH>                                          59,743
<SECURITIES>                                   834,286
<RECEIVABLES>                                  154,628
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             1,209,996
<PP&E>                                         279,088
<DEPRECIATION>                                 130,745
<TOTAL-ASSETS>                               1,885,299
<CURRENT-LIABILITIES>                        1,067,621
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                           449
<OTHER-SE>                                     433,813
<TOTAL-LIABILITY-AND-EQUITY>                 1,885,299
<SALES>                                              0
<TOTAL-REVENUES>                               703,380
<CGS>                                                0
<TOTAL-COSTS>                                  590,621
<OTHER-EXPENSES>                               192,468
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              18,822
<INCOME-PRETAX>                               (98,531)
<INCOME-TAX>                                  (38,668)
<INCOME-CONTINUING>                           (59,863)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (59,863)
<EPS-PRIMARY>                                   (1.36)
<EPS-DILUTED>                                   (1.36)
        

</TABLE>





                 Proxy

                    THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

                    The undersigned hereby appoints George D. Dalton, Leslie M.
                    Muma and  Charles W. Sprague as Proxies, each with the power
                    to appoint his substitute, and hereby authorizes them to
                    represent and to vote as designated below, all the shares of
                    Common Stock of FIserv, Inc. (the "Corporation") held of
                    record by the undersigned on February 12, 1996, at the
                    Annual Meeting of Shareholders to be held on March 21, 1996,
                    or any adjournment thereof.

1. ELECTION OF THREE DIRECTORS TO SERVE FOR A THREE-YEAR TERM EXPIRING IN 1999:

   FOR all nominees and their term listed below    WITHHOLD AUTHORITY to vote
   (except as written to the contrary on the       for all nominees listed below
   line provided)

   For a term expiring in 1999: L.M. Muma, G.J. Levy, D.F. Dillon

   -----------------------------------------------------------------------------
   (INSTRUCTION: To withhold authority to vote for any individual nominee write
   that nominee's name on the line provided above.)

2. PROPOSAL TO APPROVE THE REAPPOINTMENT OF Deloitte & Touche LLP, Milwaukee,
   Wisconsin, as the independent auditors of the Corporation and subsidiaries
   for 1996:
     FOR      AGAINST    ABSTAIN

3. PROPOSAL TO INCREASE THE NUMBER OF AUTHORIZED SHARES of the Company's Common
   Stock from 75,000,000 to 150,000,000:
     FOR    AGAINST    ABSTAIN

4. PROPOSAL
 TO CHANGE THE NAME OF THE COMPANY from FIserv, Inc. to Fiserv, Inc.:
     FOR    AGAINST    ABSTAIN

5. PROPOSAL TO AMEND and restate the FIserv, Inc. Non-Qualified Stock Option
   Plan, among other things, to (i) increase the number of shares of Common
   Stock issuable under the Plan by 4,000,000; and (ii) to provide for the
   issuance of incentive stock options under the Plan:
     FOR    AGAINST    ABSTAIN

6. In their discretion, the Proxies are authorized to vote upon such other
   business as may properly come before the meeting.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1, 2, 3, 4, and 5.

PLEASE SIGN exactly as name appears hereon. When shares are held by joint
tenants, both should sign.  When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.  If a corporation, please
sign in full corporate name by President or other authorized officer.  If a
partnership, please sign in partnership name by authorized person.

DATED:__________________, 1996
                                                --------------------------------
      PLEASE CHECK LOWER BOX IF APPROPRIATE     Signature

      YES, I WILL ATTEND THE ANNUAL             --------------------------------
      MEETING ON MARCH 21, 1996                 Signature if held jointly

PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY



                                  FISERV, INC.

                               STOCK OPTION PLAN
                     (as amended through February 27, 1996)



     Section 1.  Purpose.   The purpose  of the Fiserv,  Inc. Stock Option  Plan
(the "Plan") is to promote the interest of Fiserv, Inc. (the "Company") and  its
Subsidiaries (the Company and each such Subsidiary being herein each referred to
as a "Fiserv Group Company") by (a) providing an incentive to employees, and  to
directors who  are not  employees,  of the  Fiserv  Group Companies  which  will
attract,  retain  and  motivate   persons  who  are   able  to  make   important
contributions to the Company's growth, profitability and long-term success,  and
(b) furthering  the  identity of  the  Optionees  with those  of  the  Company's
stockholders through stock ownership opportunities.  Options to be issued  under
the Plan may  be "incentive  stock options"  as defined  in Section  422 of  the
Internal Revenue Code of 1986, as amended (the "Code"), or "non-qualified  stock
options" ("NQSOs"), which do not qualify as "incentive stock options"  ("ISOs"),
but the Company makes no representation  or warranty as to the qualification  of
any Option as an incentive stock option under the Code.

     Section 2.  Definitions.   For purposes of  this Plan, the following  terms
used herein shall  have the following  meanings, unless a  different meaning
  is
clearly required by the context.

     2.1  "Board of Directors" shall mean the Board of Directors of the Company.

     2.2   "Committee"  shall mean  the  committee  of the  Board  of  Directors
          referred to in Section 5 hereof.

     2.3  "Common Stock"  shall mean the  Common Stock, $.01  par value, of  the
          Company.

     2.4  "Non-Employee Director" shall mean a  person who is a director of  the
          Company,  but  is  not  an  employee  of  the  Company,  any  of   its
          Subsidiaries or a Parent.

     2.5  "Non-Employee Director Option" shall  mean a NQSO granted pursuant  to
          the Plan to a person who, at the time of the grant, is a  Non-Employee
          Director.

     2.6  "Option" shall mean  any option granted to  a person pursuant to  this
          Plan.

     2.7  "Optionee" shall mean a person to whom an Option is granted under this
          Plan.

     2.8   "Parent" shall  mean a  "parent corporation"  as defined  in  Section
          424(e) of the Code.

     2.9   "Subsidiary" shall  mean a  "subsidiary  corporation" as  defined  in
          Section 424(f) of the Code.

     Section 3.  Eligible Optionees. 

     3.1  Options may be granted hereunder  to any employee of any Fiserv  Group
          Company.   The  Committee shall  have  the sole  authority  to  select
          employees to whom Options are to be granted hereunder.

     3.2  Every  individual who is  a Non-Employee Director  shall be granted  a
          Non-Employee Director Option  to purchase 250  shares of Common  Stock
          immediately following every meeting of the Board of Directors which he
          or she  attended.   In  addition,  immediately following  each  annual
          meeting  of  shareholders  at  which  such  Non-Employee  Director  is
          elected, such Non-Employee  Director shall be  granted a  Non-Employee
          Director Option to  purchase 10,000 shares  of Common Stock.   In  the
          event the remaining shares available for grant under the Plan are  not
          sufficient to grant  the Non-Employee  Director Options  to each  such
          Non-Employee Director at any time, the number of shares subject to the
          Non-Employee Director  Options to  be granted  at such  time shall  be
          reduced proportionately.  The Committee shall not have any  discretion
          with respect to  the selection  of directors  to receive  Non-Employee
          Director Options or the amount, the  price or the timing with  respect
          thereto.  A Non-Employee Director shall not be entitled to receive any
          options under the Plan other than Non-Employee Director Options.  


     Section 4.  Common Stock Subject to the Plan; Special Limitations.

     4.1  The total number of  shares of Common Stock  for which Options may  be
          granted under this Plan  shall not exceed  in the aggregate  4,100,000
          shares of Common Stock.   The total number  of shares of Common  Stock
          for which Options  may be granted  under this Plan  in any one  fiscal
          year of  the  Company  to any  one  person  shall not  exceed  in  the
          aggregate 300,000 shares of Common Stock.

     4.2  The  shares of Common  Stock that may  be subject  to Options  granted
          under this Plan may be either authorized and unissued shares or shares
          reacquired at any time and now or hereafter held as treasury stock  as
          the Board  of  Directors  may  determine.    In  the  event  that  any
          outstanding Option  expires  or is  cancelled  or terminated  for  any
          reason, the shares allocable to the unexercised portion of such Option
          may again be subject to an Option granted under this Plan. 

     Section 5.  Administration of the Plan.

     5.1   The  Plan shall  be  administered by  a  committee of  the  Board  of
          Directors (the "Committee") and shall consist  of not less than  three
          directors.  All members of the Committee shall be both  "disinterested
          persons" within  the  meaning  of  Rule  16b-3  under  the  Securities
          Exchange Act of  1934 and "outside  directors" within  the meaning  of
          Section 162(m) of  the Code.   The Committee shall  be appointed  from
          time to time  by, and shall  serve at the  pleasure of,  the Board  of
          Directors.    A  majority  of  the  members  of  the  Committee  shall
          constitute a quorum, and the acts of a majority of the members present
          at any meeting at which a quorum  is present and the acts approved  in
          writing by all  members without  a meeting shall  be the  acts of  the
          Committee.

     5.2  The Committee  shall have the sole  authority and discretion to  grant
          Options under this Plan and to  determine the terms and conditions  of
          any such Option, including, without limitation, the sole authority and
          discretion (i) to  select the persons  who are to  be granted  Options
          hereunder, (ii) to determine the times when Options shall be  granted,
          (iii) to determine whether an Option will be an ISO or a NQSO, (iv) to
          establish the number  of shares  of Common  Stock that  may be  issued
          under each Option and to establish  the option price therefor, (v)  to
          determine the term of each Option, (vi) to determine the time and  the
          conditions subject to which  Options may be exercised  in whole or  in
          part, (vii) to determine the form of consideration that may be used to
          purchase shares of Common Stock upon exercise of any Option (including
          the circumstances  under which  the Company's  issued and  outstanding
          shares of  Common Stock  may be  used by  an Optionee  to exercise  an
          Option), (viii) to  determine whether to  restrict the  sale or  other
          disposition of the shares of Common  Stock acquired upon the  exercise
          of an option (including the circumstances under which shares of Common
          Stock  acquired  upon  exercise  of  any  Option  may  be  subject  to
          repurchase by  the Company)  and, if  so, whether  to waive  any  such
          restriction, (ix) to accelerate the time when outstanding Options  may
          be exercised,  (x)  to determine  the  amount, if  any,  necessary  to
          satisfy the Fiserv  Group Company's  obligation to  withhold taxes  or
          other amounts, (xi) to determine the  fair market value of a share  of
          Common Stock, (xii)  with the consent  of the Optionee,  to cancel  or
          modify an  Option, provided,  however, that  such Option  as  modified
          would have been permitted to have  been granted under the Plan on  the
          date of grant of the original  Option and provided, further,  however,
          that in the  case of  a modification  (within the  meaning of  Section
          424(h) of  the Code)  of an  ISO,  such Option  as modified  would  be
          permitted to be  granted on the  date of such  modification under  the
          terms of  the  Plan, and  (xiii)  to  establish any  other  terms  and
          conditions  applicable  to   any  Option   and  to   make  all   other
          determinations relating to the Plan and Options not inconsistent  with
          the provisions of this Plan.

     5.3  The Committee shall be authorized to interpret the Plan and may,  from
          time to time, adopt such rules and regulations, not inconsistent  with
          the provisions of the Plan, as it may deem advisable to carry out  the
          purpose of this Plan.

     5.4  The interpretation and construction by the Committee of any  provision
          of the  Plan, any  Option granted  hereunder or  any option  agreement
          evidencing any  such Option  shall be  final and  conclusive upon  all
          parties.  Any controversy or claim  arising out of or relating to  the
          Plan or any Option shall be determined unilaterally by the  Committee,
          whose determination shall be final and conclusive upon all parties.

     5.5   Members  of  the Committee  may  vote  on any  matter  affecting  the
          administration of the Plan or any agreement or the granting of Options
          under the Plan.

     5.6  All expenses  and liabilities incurred by  the Board of Directors  (or
          the Committee) in the administration of the Plan shall be borne by the
          Company.   The  Board  of Directors  (or  the  Committee)  may  employ
          attorneys, consultants,  accountants or  other persons  in  connection
          with the administration of the Plan.  The Company and its officers and
          directors shall  be entitled  to rely  upon  the advice,  opinions  or
          valuations of any  such persons.   No member or  former member of  the
          Board of Directors (or the Committee) shall be liable for any  action,
          determination or  interpretation  taken or  made  in good  faith  with
          respect to the Plan or any Option or agreement hereunder.

     Section 6.  Terms and Conditions of Options.

     Subject to the Plan, the terms and conditions of each Option granted  under
the Plan shall be specified by the Committee and shall be set forth in an option
agreement between the  Company and the  Optionee in such  form as the  Committee
shall approve.  The  terms and conditions of  any Option granted hereunder  need
not be identical to those of any other Option granted hereunder.

     The terms and conditions of each Option shall include the following:

     (a)  The option price shall  be fixed by the Committee, provided,  however,
          that in the case of an ISO, the option price may not be less than  the
          fair market value of the shares of Common Stock subject to the  Option
          on the date  the Option is  granted, and  provided, further,  however,
          that if at the time an ISO is granted, the Optionee owns (or is deemed
          to own under Section  424(d) of the Code)  stock possessing more  than
          10% of the total combined voting power of all classes of stock of  the
          Company, any of its Subsidiaries or a Parent, the option price of such
          ISO shall not be less than 110% of the fair market value of the Common
          Stock subject to such ISO on the date  of grant.  The option price  of
          the shares  of  Common Stock  subject  to each  Non-Employee  Director
          Option shall be equal to the fair market value of the shares of Common
          Stock subject to such Option on the date of grant.

     (b)  Options shall not be transferable  otherwise than by will or the  laws
          of descent and  distributions, and during  an Optionee's lifetime,  an
          option shall be  exercisable only by  the Optionee  or the  Optionee's
          legal guardian.

     (c)  The Committee shall fix the term  of all Options (other than the  Non-
          Employee Director Options) granted pursuant to the Plan (including the
          date on which such Option shall expire and the conditions under  which
          it terminates earlier), provided, however, that the term of an ISO may
          not exceed  ten  years from  the  date  such Option  is  granted,  and
          provided, further, however, that if at the time an ISO is granted, the
          Optionee owns (or is deemed to  own under Section 424(d) of the  Code)
          stock possessing more than 10% of  the total combined voting power  of
          all classes of  stock of  the Company, any  of its  Subsidiaries or  a
          Parent, the term of such ISO may  not exceed five years from the  date
          of grant.   Each Option (other  than a  Non-Employee Director  Option)
          shall be exercisable in such amount or amounts, under such conditions,
          and at such  times or intervals  or in such  installments as shall  be
          determined  by  the  Committee.    The  Committee  may,  in  its  sole
          discretion, establish a vesting provision for any Option (other than a
          Non-Employee  Director   Option)  relating   to   the  time   or   the
          circumstances when the Option may be exercised by the Optionee. 

     (d)   Subject to  earlier termination  as hereinafter  provided, each  Non-
          Employee Director Option shall be exercisable for a term of ten  years
          commencing on the date of grant.  A Non-Employee Director Option shall
          vest and  become exercisable  as to  20% of  the aggregate  number  of
          shares subject  to  the  Non-Employee Director  Option  on  the  first
          anniversary of the date of grant and  as to an additional 20% on  each
          of the next four anniversaries of  such date, provided, however,  that
          all Non-Employee Director Options shall  vest immediately if the  Non-
          Employee Director is terminated as a director of the Company within 36
          months following  the acquisition  by a  person or  persons acting  in
          concert (i.e., a "group" within the meaning of the Securities Exchange
          Act of 1934, as amended) of  beneficial ownership of more than 50%  of
          the outstanding  capital  stock  of the  Company.    The  Non-Employee
          Director Option shall terminate 30 days after the Optionee shall cease
          to be a director  of the Company  (but not after  the date the  Option
          would otherwise expire), provided,  however, that if the  Non-Employee
          Director is terminated as  a director of the  Company for cause,  such
          Non-Employee Director Option  shall terminate immediately.   The  Non-
          Employee Director  Option  shall  not  be  affected  by  the  Optionee
          becoming an employee  of the  Company, any  of its  Subsidiaries or  a
          Parent.


     (e)  In the event that  any Fiserv Group Company  is required  to  withhold
          any Federal, state or local taxes  or other amounts in respect of  any
          income realized  by  the Optionee  in  respect of  an  Option  granted
          hereunder, in respect of any shares acquired pursuant to the  exercise
          of an Option  or in respect  of the disposition  of an  Option or  any
          shares acquired pursuant to the exercise of an Option, the Company may
          deduct (or  require  the Fiserv  Group  Company to  deduct)  from  any
          payments of  any kind  otherwise due  to such  Optionee the  aggregate
          amount of  such  Federal,  state or  local  taxes  and  other  amounts
          required to be so  withheld.  Alternatively,  the Company may  require
          such Optionee to pay  to the Company in  cash, promptly on demand,  or
          make other arrangements satisfactory to the Company regarding  payment
          to the Company of,  the aggregate amount of  any such taxes and  other
          amounts. 

     (f)  The aggregate fair market value (determined at the time the Option  is
          granted) of the shares of Common Stock for which an eligible  employee
          may be granted ISOs under the Plan  or any other plan of the  Company,
          any of its  Subsidiaries or  a Parent  which are  exercisable for  the
          first time by such employee during any calendar year shall not  exceed
          $100,000.   Such  limitation shall  be  applied by  taking  ISOs  into
          account in  the order  in which  they were  granted.   Any Option  (or
          portion thereof) granted in excess of such amount shall be treated  as
          an NQSO.

     (g)  In no case may a fraction of a share be exercised or acquired pursuant
          to the Plan.

     Section 7.  Adjustments.  In the event that, after the adoption of the Plan
by the Board of Directors, the outstanding shares of the Company's Common  Stock
shall be increased  or decreased or  changed into or  exchanged for a  different
number or kind of  shares of stock  or other securities  of the Company  through
reorganization, merger or consolidation,  recapitalization, stock split,  split-
up, combination, exchange  of shares, declaration  of any  dividends payable  in
Common Stock or the like, the number and kind  of shares of stock and the  price
per share subject  to the  unexercised portion  of any  outstanding Option,  the
number and kind of shares of Stock subject to the Plan and the maximum number of
shares  which  may  be  granted  to  a  person  in  any  fiscal  year  shall  be
appropriately adjusted by the Board of  Directors, and such adjustment shall  be
effective and  binding for  all purposes  of  this Plan.   Such  adjustment  may
provide for  the  elimination of  fractional  shares which  might  otherwise  be
subject to Options without payment therefor.

     Section 8.  Effect  of the Plan on  Employment Relationship.  Neither  this
Plan nor any Option granted hereunder shall be construed as conferring upon  any
Optionee any right  to continue in  the employ of  any Fiserv  Group Company  or
limit in any respect  any right of  any Fiserv Group  Company to terminate  such
Optionee's employment at any time without liability.

     Section 9.  Amendment of the  Plan.  The Board  of Directors may amend  the
Plan from time to time as  it deems desirable, provided, however, that,  without
the approval  of the  holders of  a majority  of the  outstanding stock  of  the
Company present, or represented, and entitled  to vote at any meeting duly  held
in accordance with the applicable laws of  the State of Wisconsin, the Board  of
Directors may not (a) increase the maximum number of shares of Common Stock  for
which Options  may be  granted under  this  Plan (other  than increases  due  to
adjustment in accordance  with Section 7  hereof), (b)  materially increase  the
benefits accruing to participants under the  Plan or (c) change the  eligibility
requirements to receive Options hereunder.   Notwithstanding the foregoing,  the
provisions regarding the selection  of directors for  participation in, and  the
amount, the price or the timing  of, Non-Employee Director Options shall not  be
amended more than once every six months,  other than to comport with changes  in
the Code, the Employee Retirement Income Security Act or the rules thereunder.

     Section 10.  Termination of the Plan.  The Board of Directors may terminate
the Plan at any time.  No Option  may be granted hereunder after termination  of
the Plan.  No ISO may  be granted under the Plan more  than ten years after  the
date on which the Plan was  adopted.  The termination  or amendment of the  Plan
shall not alter or impair any rights or obligations under any Option theretofore
granted under the Plan, without the consent of the Optionee.

     Section 11.   Effective  Date of  the  Plan.   This  Plan (as  amended  and
restated) will become effective on the date on which it is approved by the Board
of Directors.  This Plan (as amended and restated) is subject to approval by the
holders of the  majority of  the outstanding stock  of the  Company present,  or
represented, and entitled to  vote at the next  meeting duly held in  accordance
with the applicable laws of the State of Wisconsin.  No Option granted hereunder
may be exercised  prior to such  approval, provided, however,  that the date  of
grant of any Option shall be determined as if  the Plan had not been subject  to
such approval.   Notwithstanding  the foregoing,  if the  Plan (as  amended  and
restated) is not approved by a vote of shareholders within 12 months after it is
adopted by the Board  of Directors, the  amendment shall be  null and void,  the
Plan as in effect prior to such amendment and restatement shall continue in full
force and  effect  and  any  Options granted  pursuant  to  such  amendment  and
restatement shall terminate.

     Section 12.  Governing Law.  This Plan, the Options and all related matters
shall be governed by, and construed in accordance with, the laws of the State of
Wisconsin, without regard to choice of law provisions.  Neither the Plan nor any
agreement pursuant  to the  Plan  shall be  construed  or interpreted  with  any
presumption against  any Fiserv  Group Company  by reason  of the  Fiserv  Group
Company having  drafted or  adopted  the Plan  or  agreement.   The  invalidity,
illegality or unenforceability of any provision in the Plan or in any  agreement
pursuant to the Plan shall not  affect the validity, legality or  enforceability
of any other provision, all  of which shall be  valid, legal and enforceable  to
the fullest extent permitted by applicable law.