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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                 _____________

                                    FORM 8-A
                                 _____________

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                           NATIONAL DATA CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                                            
        Delaware                                            58-0977458
- -----------------------                        ------------------------------------
(State of Incorporation                        (I.R.S. Employer Identification No.)
    or Organization)


National Data Plaza
Atlanta, Georgia                                          30329-2010
- ----------------------------------------       -----------------------------------
(Address of Principal Executive Offices)                  (Zip Code)


If this form relates to the registration of    If this form relates to the registration of a
a class of securities pursuant to Section      class of securities pursuant to Section 12(g) of
12(b) of the Exchange Act and is effective     the Exchange Act and is effective pursuant to
pursuant to General Instruction A.(c),         General Instruction A.(d), please check the
please check the following box. [X]            following box. [_]




Securities Act registration statement file number to which this form
relates:  N/A

     Title of each class                       Name of each exchange on which
     to be so registered                       each class is to be registered
- ---------------------------------            -----------------------------------
Series A Junior Participating                     New York Stock Exchange
Preferred Stock Purchase Rights


Securities to be registered pursuant to Section 12(g) of the Act:

                                     None
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                               (Title of class)

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Item 1.  Description of Registrant's Securities to be Registered.


     On March 26, 2001, National Data Corporation (the "Company") entered into a
Stockholder Protection Rights Agreement pursuant to which it will distribute one
right (a "Right") for each outstanding share of the Company's Common Stock, par
value $.125 per share (the "Common Stock"), to stockholders of record at the
close of business on April 5, 2001 and for each share of Common Stock issued by
the Company thereafter and prior to the Separation Time (as described below).
Each Right entitles the registered holder to purchase from the Company one one-
thousandth (1/1,000th) of a share (a "Unit") of Series A Junior Participating
Preferred Stock, par value $1.00 per share (the "Preferred Stock"), at a
purchase price of $140.00 per Unit (the "Exercise Price"), subject to
adjustment. The description and terms of the Rights are set forth in a
Stockholder Protection Rights Agreement between the Company and SunTrust Bank,
Atlanta, as Rights Agent, dated as of March 26, 2001 (the "Rights Agreement").

     Initially, the Rights will be transferable only with the shares of Common
Stock with respect to which they were distributed.  Until the Separation Time
the Rights will be evidenced by the certificates representing the shares of
outstanding Common Stock with which they are associated, and no separate Rights
Certificates will be distributed.  The Rights will separate from the Common
Stock and the Separation Time will occur upon the earlier of (i) ten business
days following public announcement by the Company that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired, obtained
the right to acquire, or otherwise obtained beneficial ownership of 15% or more
of the then-outstanding shares of Common Stock, or (ii) ten business days
following the commencement of a tender offer or exchange offer that would result
in a person or group beneficially owning 15% or more of the then-outstanding
shares of Common Stock.  An Acquiring Person does not include (a) any person who
is a beneficial owner of 15% or more of the Common Stock on March 26, 2001 (the
date of adoption of the Rights Agreement), unless such person or group shall
thereafter acquire beneficial ownership of additional Common Stock and fails to
reduce its beneficial ownership of Common Stock to previous levels, or (b) a
person who acquires beneficial ownership of 15% or more of the Common Stock
without any intention to affect control of the Company and who thereafter
promptly divests sufficient shares so that such person ceases to be the
beneficial owner of 15% or more of the Common Stock.  In addition, the Company,
any wholly-owned subsidiary of the Company and any employee stock ownership or
other employee benefit plan of the Company or a wholly-owned subsidiary of the
Company shall not be an Acquiring Person.

     Until the Separation Time, (i) the Rights will be evidenced by Common Stock
certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after April 5, 2001 will
bear a legend incorporating the Rights Agreement by reference and (iii) the
surrender for transfer of any certificates representing outstanding Common Stock
will also constitute the surrender for transfer of the Rights associated with
the Common Stock represented by such certificate.

                                      -2-


     Promptly after the Separation Time, Rights Certificates will be mailed to
holders of record of Common Stock as of the close of business on the date when
the Separation Time occurs (other than holders of Rights that are or were
beneficially owned by an Acquiring Person or an affiliate or associate thereof
or by any transferee of any of the foregoing, which Rights shall be void) and,
thereafter, the separate Rights Certificates alone will represent the Rights.

     If a Flip-In Date occurs (i.e., the close of business ten business days
                               ----
following a public announcement by the Company that a person has become an
Acquiring Person), and if the Company has not redeemed the Rights as described
below, then a Right entitles the holder thereof to acquire shares of Common
Stock (rather than Preferred Stock) having a value equal to twice the Right's
exercise price.  Instead of issuing shares of Common Stock upon exercise of a
Right following a Flip-In Date, the Company may substitute therefor shares of
Preferred Stock at a ratio of one one-thousandth of a share of Preferred Stock
for each share of Common Stock so issuable.  In the event there are not
sufficient treasury shares or authorized but unissued shares of Common Stock or
Preferred Stock to permit exercise in full of the Rights, the Company may
substitute cash, debt or equity securities or other assets (or a combination
thereof).  In addition, the Company, upon the action of the Board of Directors,
may, after a Flip-In Date and prior to the time that an Acquiring Person becomes
the beneficial owner of more than 50% of the Common Stock, elect to exchange all
outstanding Rights (other than Rights that have become void) for shares of
Common Stock at an exchange ratio of one share of Common Stock per Right, as
adjusted.  Notwithstanding any of the foregoing, Rights that are, or (under
certain circumstances set forth in the Rights Agreement) were, beneficially
owned by any person on or after the date such person becomes an Acquiring Person
will be null and void.

     In addition, the Rights Agreement provides that if an Acquiring Person
controls the Company's Board of Directors, the Company shall not enter into an
agreement with respect to, consummate or permit to occur any: (i) consolidation,
merger or share exchange if either the Acquiring Person or an affiliate or
associate of the Acquiring Person is a party to the transaction or the terms of
the transaction are not the same for the Acquiring Person as for the other
holders of Common Stock, or (ii) sale or transfer of a majority of the Company's
assets, unless the Company enters into an agreement for the benefit of the
holders of the Rights providing that upon consummation of such transaction each
Right shall constitute the right to purchase stock in the acquiring entity
having a value equal to twice the exercise price of the Rights for an amount in
cash equal to the exercise price of the Rights.

     The Rights are not exercisable until the Separation Time and will expire at
the close of business on March 26, 2011 unless earlier exchanged or redeemed by
the Company as described below.

     At any time until the close of business on the Flip-In Date, the Company
may, upon the action of the Board of Directors, elect to redeem the Rights at a
price of $0.01 per Right.

                                      -3-


The Board of Directors may condition redemption of the Rights upon the
occurrence of a specified future time or event.

     The exercise price payable and the number of Rights outstanding are subject
to adjustment from time to time to prevent dilution in the event of a stock
dividend, stock split or reverse stock split, or other recapitalization which
would change the number of shares of Common Stock outstanding.

     If prior to the Separation Time, the Company distributes securities or
assets in exchange for Common Shares (other than regular cash dividends or a
dividend paid solely in Common Shares) whether by dividend, reclassification, or
otherwise, the Corporation shall make such adjustments, if any, in the Exercise
Price, number of Rights and otherwise as the Board of Directors deems
appropriate.

     Any provisions of the Rights Agreement may be amended at any time prior to
the close of business on the Flip-In Date without the approval of holders of the
Rights, and thereafter, the Rights Agreement may be amended without approval of
the Rights holders in any way which does not materially adversely affect the
interests of the Rights holders generally or to cure an ambiguity or to correct
or supplement any provision which may be inconsistent with any other provision
or otherwise defective.

     Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.  While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable.

     As of March 26, 2001, there were 32,995,200 shares of Common Stock
outstanding and 4,063,666 shares of Common Stock subject to outstanding stock
options.  Each holder of an outstanding share of Common Stock at the close of
business on April 5, 2001 will receive one Right.  So long as the Rights
Agreement remains in effect and the Rights continue to remain attached to and
trade with the Common Shares, the Company will issue one Right for each share of
Common Stock issued between the record date for issuance of the Rights and the
Separation Time, so that all outstanding shares have attached Rights.  A total
of 200,000 shares of Preferred Stock have been initially reserved for issuance
upon exercise of the Rights.  The number of shares of Preferred Stock subject to
the Rights may be increased or decreased (but not below the number of shares
then outstanding) by the Board of Directors of the Company.

     Each Unit of Preferred Stock will receive dividends at a rate per Unit
equal to any dividends (except dividends payable in Common Stock) paid with
respect to a share of Common Stock and, on a quarterly basis, an amount per
whole share of Preferred Stock equal to the excess of $1.00 over the aggregate
dividends per whole share of Preferred Stock during the immediately preceding
three-month period.

                                      -4-


     In the event of liquidation, the holder of each Unit of Preferred Stock
will receive a preferred liquidation payment equal to the greater of $.001 or
the per share amount paid in respect of a share of Common Stock.

     Each Unit of Preferred Stock will have one vote, voting together with the
Common Stock.

     In the event of any merger, consolidation, statutory share exchange or
other transaction in which shares of Common Stock are exchanged, each Unit of
Preferred Stock will be entitled to receive the per share consideration paid in
respect of each share of Common Stock.

     The rights of holders of the Preferred Stock as to dividends, liquidation
and voting, and in the event of mergers, statutory share exchanges and
consolidations, are protected by customary antidilution provisions.

     Because of the nature of the Preferred Stock's dividend, liquidation and
voting rights, the economic value of one Unit of Preferred Stock that may be
acquired upon the exercise of each Right should approximate the economic value
of one share of Common Stock.

     The Rights may have certain anti-takeover effects.  The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors of the Company unless the offer
is conditioned on a substantial number of Rights being acquired.  However, the
Rights should not interfere with any merger, statutory share exchange or other
business combination approved by the Board of Directors since the Rights may be
redeemed by the Company upon resolution of the Board of Directors at any time on
or prior to the close of business ten business days after announcement by the
Company that a person has become an Acquiring Person.  Thus, the Rights are
intended to encourage persons who may seek to acquire control of the Company to
initiate such an acquisition through negotiations with the Board of Directors.
However, the effect of the Rights may be to discourage a third party from making
a partial tender offer or otherwise attempting to obtain a substantial equity
position in the equity securities of, or seeking to obtain control of, the
Company.  To the extent any potential acquirors are deterred by the Rights, the
Rights may have the effect of preserving incumbent management in office.

     A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an exhibit to the Company's Current Report on Form 8-K
dated March 26, 2001, and is incorporated herein by reference.  The foregoing
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to such exhibit.

                                      -5-


Item 2.  Exhibits.

   1.  Stockholder Protection Rights Agreement, dated as of March 26, 2001,
between National Data Corporation and SunTrust Bank, Atlanta (which includes as
Exhibit A thereto the Form of Right Certificate), incorporated herein by
reference to Exhibit 99.1 of National Data Corporation's Form 8-K dated March
26, 2001.

   2.  Press release dated March 26, 2001, incorporated herein by reference to
Exhibit 99.2 of  National Data Corporation's Form 8-K dated March 26, 2001.

                                      -6-



                                   SIGNATURES


   Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.


                                   NATIONAL DATA CORPORATION



Date:  April 3, 2001               By: /s/ Walter Hoff
                                      ------------------------------------------
                                   Name:   Walter Hoff
                                   Title:  President and Chief Executive Officer


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