8-K

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT



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

        Date of Report (Date of earliest event reported):  March 1, 2001



                            CSG SYSTEMS INTERNATIONAL, INC.
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            (Exact name of registrant as specified in its charter)


          Delaware                           0-27512                47-0783182
- ----------------------------               ------------          ---------------
(State or other jurisdiction               (Commission           (IRS Employer
 of incorporation)                          File Number)          Identification
                                                                  Number)



          7887 East Bellevue Avenue, Suite 1000, Englewood, CO  80111
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(Address of principal executive offices)                              (Zip Code)



Registrant's telephone number, including area code: (303) 796-2850


Item 5.  Other Events.
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     On March 1, 2001, the registrant issued a press release relating to (i) the
exercise by AT&T Corp. of its right to purchase 2,000,000 shares of the Common
Stock of the registrant and (ii) the registrant's subsequent repurchase of such
2,000,000 shares from AT&T Corp.

     A copy of such press release is attached to this Form 8-K as Exhibit 99.1.



Item 7.  Financial Statements and Exhibits.
- ------   ---------------------------------

    (c)  Exhibit

         99.1  Press release of CSG Systems International, Inc. dated March 1,
               2001.



                                 Signatures
                                 ----------

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

     Date:  March 2, 2001

                                        CSG SYSTEMS INTERNATIONAL INC.

                                        By:  /s/ Joseph T. Ruble
                                           ----------------------------
                                           Joseph T. Ruble, Secretary
                                           and General Counsel

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                        CSG Systems International, Inc.

                                    Form 8-K

                                 Exhibit Index



          99.1  Press release of CSG Systems International, Inc. dated March 1,
                2001.

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EX-99.1

                                                                    Exhibit 99.1



For more information contact:
Liz Bauer, Vice President Investor Relations
CSG Systems International, Inc.
303-804-4064
liz_bauer@csgsys.com


    CSG Systems International, Inc. Repurchases 2.0 Million Shares of Stock
                      Company Provides Updated Guidance on
                           Diluted Shares Outstanding



     Englewood, CO (March 1, 2001)---CSG Systems International, Inc. (Nasdaq:
CSGS) announced today that it executed a Warrant Exercise and Stock Purchase
Agreement with AT&T Corp. (NYSE: T). Under the agreement, AT&T exercised its
right to purchase 2.0 million shares of CSG common stock at an exercise price of
$12 per share, for a total exercise price of $24.0 million. Immediately
following the exercise of the warrants, CSG repurchased the 2.0 million shares
at $37.00 per share, for a total repurchase price of $74.0 million. As a result,
the net cash outlay to be paid to AT&T for this transaction is $50.0 million,
which will be paid by the Company using available corporate funds.  These shares
were repurchased under the guidelines of the Company's stock repurchase program
and are intended to be held as treasury shares.

As of December 31, 2000, the Company had repurchased 1.75 million shares of its
common stock for $71.3 million (weighted-average price of $40.86 per share).  To
date in 2001, the Company repurchased an additional 0.28 million shares of its
common stock on the open market for $11.2 million (weighted-average price of
$39.98 per share), and has repurchased the 2.0 million shares in conjunction
with the AT&T warrant exercise discussed above.  As a result, the total shares
repurchased under the Company's stock repurchase program as of the date of this
press release is 4.03 million shares at a total cost of $156.5 million
(weighted-average price of $38.88 per share).  The Company is authorized to
repurchase up to a total of 5.0 million shares under its stock repurchase
program that was announced in August 1999.


CSG Systems Repurchases Stock
March 1, 2001
Page Two



As a result of this transaction, AT&T has now exercised all of the 3.0 million
warrants that were granted as part of the consideration for an agreement entered
into with Tele-Communications, Inc. in August 1997.  AT&T holds no other
warrants or rights to acquire CSG common stock.  TCI was acquired and merged
into AT&T in 1999.  See the Company's 1997 Form 10-K for additional discussion
of the warrants and the Company's Form 8-K dated October 6, 1997, for copies of
the actual warrant agreements.


Revised Diluted Shares Outstanding Guidance:

     As a result of this transaction, diluted shares outstanding will be reduced
by approximately 1.4 million shares as a result of eliminating the dilution from
the 2.0 million warrants (using the treasury stock method).

     Based in Denver, Colorado, CSG Systems International, Inc., is the parent
company of CSG Systems, Inc., which provides customer care and billing solutions
worldwide for the converging communications markets, including cable television,
direct broadcast satellite, telephony, on-line services and others. The Company
offers its clients a full range of processing services, software and support
services that automate customer management functions, including billing, sales
support and order processing, invoice calculation and production, management
reporting and customer analysis for target marketing.  CSG Systems, Inc.
provides its services to over one-third of the households in the United States.

     Information about CSG Systems, Inc. and its products can be found on the
worldwide web at http://www.csgsys.com.

     This news release contains forward-looking statements that are based on
assumptions about a number of important factors and involve risks and
uncertainties that could cause actual results to differ materially from what
appears in this press release. Readers are encouraged to refer to the press
release announcing the Company's results of operations for the quarter and year
ended December 31, 2000, issued on January 24, 2001, and the risk factors
contained therein, as well as the Company's September 30, 2000 Report on Form
10-Q.

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