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

                                February 1, 2005
                                ----------------
                                 Date of Report
                        (Date of Earliest Event Reported)

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

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

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

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

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

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

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

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

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

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



Item 1.01          Entry into a Material Definitive Agreement.
---------          -------------------------------------------

                   Effective February 1, 2005, Total System Services, Inc.
                   ("TSYS") made restricted stock award grants of 500 restricted
                   shares to each of its non-employee directors pursuant to
                   TSYS' 2002 Long-Term Incentive Plan ("Plan"), which shares
                   will vest after three years. The restricted stock awards were
                   evidenced by a Non-Employee Director Restricted Stock Award
                   Agreement in the form filed as Exhibit 10.1 hereto and
                   incorporated by reference herein, which agreement is the form
                   of Non-Employee Director Restricted Stock Award Agreement to
                   be used by TSYS in connection with restricted stock award
                   grants to directors under the Plan.


Item 9.01          Financial Statements and Exhibits.
---------          ----------------------------------

                   (c)                Exhibits

                   Exhibit No.        Description
                   ----------         ------------

                   10.1               Form of Non-Employee Director Restricted
                                      Stock Award Agreement for use in
                                      connection with the TSYS 2002 Long-Term
                                      Incentive Plan







                                    Signature
                                    ---------

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


                                     TOTAL SYSTEM SERVICES, INC.
                                     ("Registrant")

Dated:  February 3, 2005             By:/s/ Kathleen Moates
       --------------------             -------------------
                                        Senior Deputy General Counsel
                                        Kathleen Moates