File No. 333-00913
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                   _________________________________________
                                AMENDMENT NO. 1
                                       TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                   _________________________________________
                                  FIserv, Inc.
             (Exact name of Registrant as specified in its charter)
                  Wisconsin                               39-1506125
  (State of jurisdiction of incorporation or    (I.R.S. employer identification
                organization)                               number)
                                255 FIserv Drive
                          Brookfield, Wisconsin  53045
                                 (414) 879-5000
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)
                               KENNETH R. JENSEN
                        Senior Executive Vice President
                                  FIserv, Inc.
                                255 FIserv Drive
                          Brookfield, Wisconsin  53045
                                 (414) 879-5000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                   _________________________________________
Approximate date of commencement of proposed sale to the public:  As soon  as
practicable after this Registration Statement becomes effective.
   If  the only securities being  registered on this  form are being  offered
pursuant to  dividend  or  interest  reinvestment  plans,  please  check  the
following box.[ ]




                        CALCULATION OF REGISTRATION FEE



                                             Proposed      Proposed
                                             Maximum       Maximum
                                Amount       Offering     Aggregate    Amount of
      Title of Shares           to be       Price Per     Offering  Registration
     to be Registered         Registered    Share (1)       Price       Fee (2)

Common Stock, $.01 par value   153,096     $25.375       $3,884,811   $1,339.59



(1)  Estimated pursuant to Rule 457 solely for the purpose of calculating the
registration fee.
(2)Of this amount, $762.03 has previously been paid.
                      _________________________________________
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.


PROSPECTUS

                                 153,096 Shares

                                  FIserv, Inc.
                      The Financial Data Services Company

                                  Common Stock

     This Prospectus may be  used in connection with  the distribution of up  to
153,096 shares  of FIserv,  Inc. Common  Stock, $.01  par value (the  "Shares"),
proposed to be disposed of from time  to time by the Selling Shareholders  named
herein.  See "Selling Shareholders".   The Company will  not receive any of  the
proceeds from the sale of the Shares.  The expenses of the registration of which
this Prospectus forms a part will be paid by  the Company.  The Common Stock  of
the Company is  traded in  the NASDAQ National  Market System  under the  symbol
"FISV".  On March 21, 1996, the reported closing sale price of the Common Stock
as quoted on the NASDAQ National Market System was $26.50 per share.




    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
     AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
     SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
         PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
             REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.




     The distribution of the Shares by the Selling Shareholders may be  effected
from time  to  time  in  one  or more  transactions  (which  may  involve  block
transactions) in  the over-the-counter  market, on  the NASDAQ  National  Market
System (or  any exchange  on which  the Common  Stock may  then be  listed),  in
negotiated transactions or otherwise.  Sales will be effected at such prices and
for such  consideration as  may be  obtainable from  time to  time.   Commission
expenses and brokerage fees,  if any, will be  paid individually by the  Selling
Shareholders.  See "Plan of Distribution".

March 22,1996



NO PERSON IS AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY TO GIVE ANY
 INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN OR INCORPORATED BY
  REFERENCE IN THIS PROSPECTUS, AND ANY SUCH INFORMATION OR REPRESENTATION NOT
CONTAINED OR INCORPORATED BY REFERENCE HEREIN MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY OR BY THE SELLING SHAREHOLDERS.  THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY BY ANY
PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH
 AN OFFER OR SOLICITATION.  NEITHER THE DELIVERY OF THIS PROSPECTUS AT ANY TIME
    NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES IMPLY THAT THE
  INFORMATION HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
                                _______________
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     There  are  hereby  incorporated  by  reference  in  this  Prospectus   the
Company's: (i) Annual Report on Form 10-K for the fiscal year ended December 31,
1995, filed with the  Securities and Exchange  Commission (the "Commission")  on
February 27, 1996; and (ii) all other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1995.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act  of 1934, as amended (the "Exchange  Act"),
after the date of this Prospectus and  prior to the termination of the  offering
of the Shares shall be deemed to be  incorporated by reference herein and to  be
part hereof from the date of filing of such documents.  Any statement  contained
in a document incorporated by reference herein shall be deemed to be modified or
superseded for  purposes of  this  Prospectus to  the  extent that  a  statement
contained herein  or in  any other  subsequently filed  document which  also  is
incorporated or  deemed  to be  incorporated  by reference  herein  modifies  or
supersedes such statement.  Any such  statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

     The Company hereby undertakes to provide  without charge to each person  to
whom this Prospectus  is delivered,  upon the written  or oral  request of  such
person, a copy of any and all of the documents incorporated by reference in this
Prospectus, other  than exhibits  to such  documents (unless  such exhibits  are
specifically incorporated by reference into  the documents that this  Prospectus
incorporates).  Written or oral requests  for such copies should be directed  to
Mr. Charles W. Sprague, Secretary, FIserv,  Inc., 255 FIserv Drive,  Brookfield,
Wisconsin 53045, telephone (414) 879-5000.

     The Company's headquarters  are located  at 255  FIserv Drive,  Brookfield,
Wisconsin 53045,  telephone  (414)  879-5000.   FIserv  was  incorporated  as  a
Delaware corporation in 1984, and reincorporated  as a Wisconsin corporation  in
1992. The terms "FIserv" and the "Company" as used herein mean FIserv, Inc. and,
unless the context otherwise requires, its consolidated subsidiaries.



                                  THE COMPANY

     FIserv, with operations in 65 cities, including London and Singapore, is  a
leading independent provider  of financial data  processing systems and  related
information management services and products  to banks, credit unions,  mortgage
banks, savings institutions and other  financial intermediaries.  These services
and products are based primarily on proprietary software developed by FIserv and
maintained on computers located at data processing centers throughout the United
States.  FIserv is ranked as  the nation's leading data processing provider  for
banks and savings institutions  in terms of total  clients served and is  ranked
number two  for credit  unions and  mortgage banks.   FIserv  directly  supports
account and  transaction processing  software  systems for  approximately  3,500
financial institutions;  maintaining  approximately 48  million  service  bureau
accounts.  FIserv delivers this account  and transaction processing in all  four
of the  traditional  delivery  modes:  service  bureau;  facilities  management;
resource management; and  in-house solutions.   FIserv also provides  electronic
banking services,  which  include Automated  Teller  Machine  ("ATM")/Electronic
Funds Transfer  ("EFT")  services  to  financial  institutions,  and  processing
approximately 194 million ATM transactions annually,  and check and share  draft
remittance  and  back-office  processing  to  financial  institutions,  handling
approximately over 3 billion prime pass items per year through its regional item
processing centers located in  over 34 cities nationwide.   In addition,  FIserv
provides trust administration services for IRAs and other retirement plans,  and
furnishes  microcomputer  software  to  financial  institutions  for   executive
information and  decision support  systems.   The total  client base  served  by
FIserv includes more than  5,000 financial institutions.   FIserv believes  that
its focus  on customer  service  and the  contractual  nature of  its  business,
combined with  its  historical  renewal experience,  provide  a  high  level  of
recurring revenues.

     Since FIserv's formation in  1984, it has  expanded its operations  through
over 50  acquisitions and  internally through  the growth  of existing  clients.
From 1988 to 1994,  FIserv's revenues increased  from $125 million   to   $579.8
million, its operating income increased from $15.5 million to $74.3 million  and
its net income grew from  $9.2 million to $40.4  million.  During this   period,
net income per common and common  equivalent share increased from $.33 to  $.99.

     Recent Developments.    For the  year  ended December  31,  1995,  FIserv's
revenues were $703.4 million, a 21% increase over the $579.5 million reported in
1994.    Giving  effect  to  certain  charges  related  to  the  acquisition  of
Information Technology, Inc. (``ITI''), the Company  posted a net  loss for t he
year of $59.9 million  or $1.36 per share  for 1995, compared  to net income  of
$40.4 million or $.99 per share for 1994.

     In 1995, FIserv's net loss includes a special, one-time, non-cash charge of
$173 million related  to the 1995  acquisition of ITI  and FIserv's election  to
accelerate the amortization of the completed ITI Premier I software resulting in
a pre-tax charge  of $9.9  million.   In total,  these ITI  charges were  $182.9
million before income  taxes and $109.6  million after income  taxes ($2.49  per
share).

     The special, one-time, non-cash charge is based on an assessment by FIserv,
in conjunction with an independent appraisal firm, of the purchased ITI  Premier
II research and development (''R&D'').  As a result of the assessment, as of the
date of acquisition of ITI, the fair market value of the ITI Premier II software
technology under development was determined to  be $173 million.  In  accordance
with accounting  rules requiring  the expensing  of such  R&D, this  amount  was
written off in 1995.

     The foregoing financial information is  derived from the Company's  audited
financial statements.  Results for  1994 have been restated  as a result of  the
acquisition by FIserv in August 1995 of Lincoln Holdings, Inc., accounted for as
a pooling of interests.


                                USE OF PROCEEDS

     All proceeds  from the  sale of  the Shares  to be  sold pursuant  to  this
Prospectus will  be  for  the  account  of  the  Selling  Shareholders.    As  a
consequence, the Company  will not  receive any proceeds  from the  sale of  the
Shares offered by the Selling Shareholders.

                                DIVIDEND POLICY

     The Company has not paid cash dividends  on its Common Stock.  The  Company
intends to retain  earnings for  use in its  business and,  therefore, does  not
anticipate paying any cash dividends in  the foreseeable future.  The  Company's
existing long-term debt  instruments contain provisions  limiting the amount  of
cash dividends the Company can pay.

                              SELLING SHAREHOLDERS

     The following table sets  forth information with respect  to the number  of
shares of Common Stock beneficially owned by each of the Selling Shareholders.

                    Number of                   Number of     Percent of
                    Shares          Number of   Shares        Shares
                    Beneficially    Shares      Beneficially  Outstanding
                    Owned Prior to  Registered  Owned After   After
Selling Shareholder Offering (1)    Herein      Offering      Offering (2)

Robert H. Beriault     343,897      80,000       263,897          (3)

John H. Roath           53,496       3,000        50,496          (3)

Garrett Wysocki         37,315 (4)  31,781             0 (4)       -

George W. McGourty      31,315      31,315             0          (3)

Roger W. Collins         7,000       7,000             0           -
_______
1    Information as of February 29, 1996.
2    Assumes all shares registered herein are sold.
3    Less than 1%.
4    Includes 5,534 shares that have been registered for sale in another
   continuing offering, but as of February 29, 1996 have not been sold by Mr.
   Wysocki.


                              PLAN OF DISTRIBUTION

     The Shares may be sold from time to time by the Selling Shareholders or  by
pledgees, donees, transferees or other successors  in interest.  Such sales  may
be made in any one or  more transactions (which may involve block  transactions)
in the over-the-counter market, on NASDAQ, and any exchange in which the  Common
Stock may  then  be  listed,  or  otherwise  in  negotiated  transactions  or  a
combination of such methods of sale, at market prices prevailing at the time  of
sale, at  prices related  to  such prevailing  market  prices or  at  negotiated
prices.  The Selling Shareholders may effect such transactions by selling Shares
to or through  broker-dealers, and such  broker-dealers may sell  the Shares  as
agent or may purchase  such Shares as  principal and resell  them for their  own
account pursuant  to  this  prospectus.     Such  broker-dealers  may    receive
compensation in the form of  underwriting discounts, concessions or  commissions
from the Selling Shareholders and/or purchasers of Shares from whom they may act
as agent (which compensation may be in excess of customary commissions).

     The Company  has  informed  the   Selling  Shareholders  that  the    anti-
manipulative rules under the  Securities Exchange Act of  1934 (Rules 10b-6  and
10b-7) may apply to their sales of Shares in the market.  Also, the Company  has
informed the Selling  Shareholders of  the need for  delivery of  copies of  the
Prospectus in connection  with any sale  of securities  registered hereunder  in
accordance with applicable prospectus delivery requirements.

     In connection  with    such sales,  the    Selling Shareholders  and    any
participating brokers and dealers may be deemed to be "underwriters" as  defined
in the Securities Act.   In addition, any  of the Shares  that qualify for  sale
pursuant to Rule 144  may be sold under  Rule 144 rather  than pursuant to  this
Prospectus.

     In order to comply with certain state securities, laws, if applicable,  the
Common Stock will not be sold in a particular state unless such securities  have
been registered  or  qualified for  sale  in such  state  or an  exemption  from
registration or qualification is available and complied with.

                                 LEGAL MATTERS

     The validity of  the issuance  of the shares  of the  Common Stock  offered
hereby will  be  passed  upon for  the  Company  by Charles  W.  Sprague,  Esq.,
Executive Vice President,  General Counsel and  Secretary of the  Company.   Mr.
Sprague beneficially owns  15,375 shares of  FIserv Common  Stock, which  number
includes vested but unexercised stock options.

                                    EXPERTS

     The financial statements incorporated by reference in this prospectus  from
the Company's Annual Report on  Form 10-K for the  year ended December 31,  1995
have been audited by Deloitte &  Touche LLP, independent auditors, as stated  in
their report,  which is  incorporated  herein by  reference,  and have  been  so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.


                             AVAILABLE INFORMATION

     The Company is subject  to the informational  requirements of the  Exchange
Act and  in  accordance therewith  files  reports, proxy  statements  and  other
information  with  the  Commission.    This  Prospectus  does  not  contain  all
information set forth  in the Registration  Statement and  the exhibits  thereto
which the Company  has filed  with the Commission  under the  Securities Act  of
1933, as amended  (the "Act"),  and to  which reference  is hereby  made.   Such
reports, proxy statements and  other information filed by  the Company with  the
Commission can  be  inspected and  copied  at the  public  reference  facilities
maintained by the Commission at 450  Fifth Street, N.W., Room 1024,  Washington,
D.C.  20549; Seven World Trade Center, 13th Floor, New York, New York 10048; and
Northwestern Atrium  Center,  500  West Madison  Street,  Suite  1400,  Chicago,
Illinois  60661.  Copies  of such material can  be obtained at prescribed  rates
upon request from the Public Reference Section of the Commission at Room 1024 at
450 Fifth  Street, N.W.,  Washington, D.C.  20549.   The Company's  registration
statements, proxy statements and other information may also be inspected at  the
offices of the National Association of Securities Dealers, Inc., 1735 K  Street,
N.W., Washington, D.C.  20006.

     This Prospectus constitutes a part of a Registration Statement on Form  S-3
(together with all  amendments thereto, the  "Registration Statement") filed  by
the Company with the Commission under the Act.  This Prospectus does not contain
all of the information included in the Registration Statement, certain parts  of
which  are  omitted  in  accordance  with  the  rules  and  regulations  of  the
Commission.   Reference  is made  to  such  Registration Statement  and  to  the
Exhibits relating thereto for  further information with  respect to the  Company
and the Common Stock offered hereby.

     No  person  is  authorized  to  give   any  information  or  to  make   any
representation,  other  than  those  contained  in  this  Prospectus,  and   any
information or  representations not  contained in  this Prospectus  must not  be
relied upon as having been authorized.   This Prospectus does not constitute  an
offer to sell or solicitation of an offer  to buy any securities other than  the
registered securities to which it relates.  This Prospectus does not  constitute
an offer to sell or a solicitation of an offer to buy such securities under  any
circumstances where  such  offer  of solicitation  is  unlawful.    Neither  the
delivery of  this Prospectus  nor  any sales  made  hereunder shall,  under  any
circumstances, create  any implication  that there  has been  no change  in  the
affairs of the Company since the  date hereof or that the information  contained
herein is correct as of any time subsequent to its date.



                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The following table sets forth the various expenses in connection with  the
sale  and  distribution   of  the  securities   being  registered,  other   than
underwriting discounts and commissions.  All amounts shown are estimates  except
the Securities and Exchange Commission registration fee, the NASD filing fee and
the NASDAQ listing fee.

                  Item                        Amount
     SEC registration fee                     $1,339.59
     NASD filing fee                             888.48
     NASDAQ listing fee                        2,000.00
     Blue Sky fees and expenses                1,000.00
     Legal fees and expenses                   2,000.00
     Accounting fees and expenses              2,000.00
     Miscellaneous                               771.93
                                             ----------
          Total                              $10,000.00
                                             ==========



ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     In  general,  the  Wisconsin  Business  Corporation  Law  provides  that  a
corporation shall indemnify directors and  officers for all reasonable  expenses
incurred in  connection  with  the successful  defense  of  actions  arising  in
connection with their service as directors and officers of the corporation.   In
other cases, the Wisconsin statute provides that the corporation shall indemnify
a director or officer against liability unless the director or officer  breached
or failed to perform a duty owed to  the corporation and such breach or  failure
meets  certain  specified  criteria  constituting,  in  general,  some  act   of
misconduct.  In addition,  the corporation may reimburse  a director or  officer
for his expenses  in defending  against actions as  they are  incurred upon  the
director's or officer's written request accompanied by a written affirmation  of
his good faith belief that he has not  breached or failed to perform his  duties
to the corporation and a written undertaking to repay amounts advanced if it  is
ultimately determined that indemnification is  not required under the  Wisconsin
Business Corporation Law.  A court of law may order that the corporation provide
indemnification to  a director  or officer  if  it finds  that the  director  or
officer is  entitled thereto  under the  applicable  statutory provision  or  is
fairly and  reasonably  entitled  thereto  in   view  of    all  the    relevant
circumstances, whether  or  not  such  indemnification  is  required  under  the
applicable statutory provision.

     The  Wisconsin  Business  Corporation  Law  specifies  various   procedures
pursuant  to  which  a   director  or  officer  may   establish  his  right   to
indemnification.

     Provided that it is not determined by or on behalf of the corporation  that
the director  or officer  breached or  failed  to perform  a  duty owed  to  the
corporation  and  such  breach  or  failure  meets  certain  specified  criteria
constituting, in general, some  act of misconduct,  a Wisconsin corporation  may
provide additional rights to indemnification under its articles of incorporation
or by-laws, by written agreement, by resolution of its board of directors or  by
a vote of the holders of a majority of its outstanding shares.


     The Registrant's  By-laws provide  for indemnification  and advancement  of
expenses of  directors  and officers  to  the  fullest extent  provided  by  the
Wisconsin Business Corporation  Law.   This provision  is not  exclusive of  any
other rights  to indemnification  or  the advancement  of  expenses to  which  a
director or officer may be entitled  under any written agreement, resolution  of
directors, vote of shareholders, by law or otherwise.

ITEM 16.  EXHIBITS.

EXHIBIT
NUMBER    DESCRIPTION

   2.1 Stock  Purchase Agreement,  dated as  of April  6, 1995,  by and  between
     FIserv, Inc. and Information Technology, Inc.  (Filed as Exhibit 2.1 to the
     Company's Registration  Statement  on  Form S-3,  File  No.  33-58709,  and
     incorporated herein by reference)

   3.1 Articles  of Incorporation,  as  amended (filed  as  Exhibit 3.1  to  the
     Company's Registration  Statement  on  Form S-4,  File  No.  33-62870,  and
     incorporated herein by reference).

  3.2 By-laws, (filed as Exhibit 3.2 to the Company's Registration Statement  on
     Form S-4, File No. 33-62870, and incorporated herein by reference).

  4.1  Credit Agreement dated as of May 17, 1995 among FIserv, Inc., the Lenders
     Party Thereto, First Bank National Association,  as Co-Agent, and The  Bank
     of New York, as Agent.  (Not being filed herewith, but will be provided  to
     the Commission upon its request, pursuant  to Item 601(b) (4) (iii) (A)  of
     Regulation S-K.)

  4.2  Note Purchase Agreement  dated as of  March 15, 1991,  as amended,  among
     FIserv, Inc.,  Aid Association  for Lutherans,  Northwestern National  Life
     Insurance Company, Northern Life Insurance  Company and The North  Atlantic
     Life Insurance Company of America.  (Not being filed herewith, but will  be
     provided to the Commission  upon its request, pursuant  to Item 601(b)  (4)
     (iii) (A) of Regulation S-K.)

  4.3  Note Purchase Agreement  dated as of  April 30, 1990,  as amended,  among
     FIserv, Inc. and  Teachers Insurance  and Annuity  Association of  America.
     (Not being filed herewith, but will be provided to the Commission upon  its
     request, pursuant to Item 601(b) (4) (iii) (A) of Regulation S-K.)

  4.4  Note Purchase  Agreement dated as  of May  17, 1995  among FIserv,  Inc.,
     Teachers Insurance and Annuity Association of America, Massachusetts Mutual
     Life Insurance Company and Aid Association for Lutherans.  (Not being filed
     herewith, but will be provided to the Commission upon its request, pursuant
     to Item 601(b) (4) (iii) (A) of Regulation S-K.)

  5.1 Opinion of Charles W. Sprague, Esq.


EXHIBIT
NUMBER    DESCRIPTION

  23.1 Manually signed Consent of Deloitte & Touche LLP

  23.2 Consent of Charles W. Sprague, Esq.(included in Exhibit 5.1 hereto).

  24. Powers of Attorney.

ITEM 17.  UNDERTAKINGS.

     The undersigned  Registrant  hereby  undertakes  to  include  any  material
information with respect to the plan of distribution not previously disclosed in
the registration statement  or any material  change to such  information in  the
information statement.

     The undersigned registrant hereby undertakes to remove from registration by
means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

     The  undersigned  Registrant  hereby  undertakes  that,  for  purposes   of
determining any liability under the Act, each filing of the Registrant's  annual
report pursuant to  Section 13(a)  or 15(d) of  the Securities  Exchange Act  of
1934, as amended (the "Exchange Act") (and, where applicable, each filing of  an
employee benefit plan's annual report pursuant to Section 15(d) of the  Exchange
Act), that is incorporated by reference  in the registration statement shall  be
deemed to be  a new registration  statement relating to  the securities  offered
therein, and the offering of such securities at that time shall be deemed to  be
the initial bona fide offering thereof.

     Insofar as indemnification  for liabilities arising  under the  Act may  be
permitted to  directors,  officers and  controlling  persons of  the  Registrant
pursuant to  the  provisions described  in  Item  15 above,  or  otherwise,  the
Registrant has been advised that in  the opinion of the Securities and  Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the  payment by the Registrant of  expenses
incurred or paid by a director, officer or controlling person of the  Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities  being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled  by controlling  precedent, submit  to a  court of  appropriate
jurisdiction the question whether such indemnification  by it is against  public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


     The undersigned Registrant hereby further undertakes that:

     (1)  For  purposes of  determining any  liability under  the Act,  the
     information omitted from the form of prospectus filed as part of  this
     registration statement in reliance upon Rule  430A and contained in  a
     form of prospectus filed by the Registrant pursuant to Rule  424(b)(1)
     or (4) or  497(h) under the  Act shall be  deemed to be  part of  this
     registration statement as of the time it was declared effective.

     (2)  For the purpose of determining any liability under the Act,  each
     post-effective amendment that contains a  form of prospectus shall  be
     deemed to be a new registration  statement relating to the  securities
     offered therein,  and the  offering of  such securities  at that  time
     shall be deemed to be the initial bona fide offering thereof.



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the  Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1  to
its Registration  Statement to  be  signed on  its  behalf by  the  undersigned,
thereunto duly authorized, in the City of Brookfield, State of Wisconsin, on the
22nd day of March 1996.

                         FISERV, INC.

                         By   /S/ K.R. JENSEN
                              --------------------------
                              Kenneth R. Jensen,
                              Senior Executive Vice  President
                              and Treasurer

     Pursuant to the requirements of the Securities Act of 1933,  this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:

        *          Chairman of the Board and    March 22, 1996
__________________ Director
(George D. Dalton) (Principal Executive
                   Officer)

        *          President and Director       March 22, 1996
_________________
(Leslie M. Muma)

        *          Senior Executive Vice        March 22, 1996
_________________  President, Treasurer and
(Kenneth R. Jensen Director (Principal
                   Financial and Accounting
                   Officer)

        *          Vice Chairman, President -   March 22, 1996
_________________  Information Technology, Inc.
(Donald F. Dillon)

        *          Director                     March 22, 1996
_________________
(Gerald J. Levy)

        *          Director                     March 22, 1996
_________________
(L. William Seidman)

        *          Director                     March 22, 1996
_________________
(Thekla R. Shackelford)

        *          Director                     March 22, 1996
_________________
(Roland D.Sullivan)

*By: /S/ K.R. JENSEN
___________________________________________
(Kenneth R. Jensen, individually and as
attorney-in-fact for the persons indicated)







March 21,1996


FIserv, Inc.
255 FIserv Drive
Brookfield, WI 53045

FIserv, Inc.
Registration Statement on Form S-3


Dear Sirs:

     I have  acted as  counsel to  FIserv,   Inc., a  Wisconsin   corporation
("FIserv"), in  connection with   its Registration  Statement   on Form   S-3
(the "Registration Statement"), filed under the Securities  Act of 1933  (the
"Act"), relating to the  proposed  resales of  up  to 70,096  shares  of  its
Common    Stock,  $.01   par  value  (the   "Shares"),  by  certain   Selling
Shareholders.

     In that connection, I have examined  originals, or copies certified   or
otherwise identified  to   our satisfaction  of   such  documents,  corporate
records and other instruments as I  have deemed necessary or appropriate  for
purposes   of  this opinion,  including  the Articles  of  Incorporation,  as
amended, and  By-Laws, as amended, of FIserv.

     Based upon the foregoing, I am of the opinion that:

     1.  The Company has been duly  organized  and is validly existing as   a
corporation under the laws of the State of Wisconsin.

     2.  The Shares  have been duly authorized   and are validly issued   and
fully paid and nonassessable.

     I hereby consent  to the  use of  this opinion   as an  exhibit to   the
Registration Statement and to the reference   to me under "Legal Matters"  in
the Prospectus comprising a part
 of  the Registration Statement.   By  giving
the foregoing consent,  I do not  admit that I  come within  the category  of
persons  whose consent  is required  under Section 7 of the Act.

Very truly yours,


/S/ CHARLES W. SPRAGUE
Charles W. Sprague
Executive Vice President,
General Counsel and Secretary





INDEPENDENT AUDITORS' CONSENT



We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-00913 of FIserv, Inc. on Form S-3 of our report
dated February 2, 1996, incorporated by reference in the Annual Report on Form
10-K of FIserv, Inc. for the year ended December 31, 1995.  We also consent to
the reference to us under the heading "Experts" in the Prospectus which is part
of this Registration Statement.





DELOITTE & TOUCHE LLP


Deloitte & Touche LLP
Milwaukee, Wisconsin







POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned  constitutes
and appoints Kenneth R. Jensen as his true and lawful attorney-in-fact
and agent, with full power of  substitution, for him and in his  name,
place and stead, in any and  all capacities, to sign the  Registration
Statement on Form S-3  covering Common Stock of  FIserv, Inc., any  or
all amendments  or  post-effective  amendments  to  such  Registration
Statement, and to file the same, with all exhibits thereto, and  other
documents therewith,  with  the Securities  and  Exchange  Commission,
granting  unto  said  attorney-in-fact  and  agent,  full  power   and
authority to do and perform each and every act and thing requisite and
necessary to  be done  in and  about  the premises,  as fully  to  all
intents and  purposes  as he  might  or  could do  in  person,  hereby
ratifying and confirming all that said attorney-in-fact and agent,  or
his substitute, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF,  the undersigned has  executed this Power  of
Attorney as of the day 12th of February, 1996.



/S/ ROLAND D. SULLIVAN
_____________________________
Roland D. Sullivan


                          POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned  constitutes
and appoints Kenneth R. Jensen as his true and lawful
 attorney-in-fact
and agent, with full power of  substitution, for him and in his  name,
place and stead, in any and  all capacities, to sign the  Registration
Statement on Form S-3  covering Common Stock of  FIserv, Inc., any  or
all amendments  or  post-effective  amendments  to  such  Registration
Statement, and to file the same, with all exhibits thereto, and  other
documents therewith,  with  the Securities  and  Exchange  Commission,
granting  unto  said  attorney-in-fact  and  agent,  full  power   and
authority to do and perform each and every act and thing requisite and
necessary to  be done  in and  about  the premises,  as fully  to  all
intents and  purposes  as he  might  or  could do  in  person,  hereby
ratifying and confirming all that said attorney-in-fact and agent,  or
his substitute, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF,  the undersigned has  executed this Power  of
Attorney as of the day 12th of February, 1996.



/S/ L. WILLIAM SEIDMAN
_____________________________
L. William Seidman