SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HARTER RICHARD M

(Last)

(First)

(Middle)

2525 HORIZON LAKE DRIVE

SUITE 120

(Street)

MEMPHIS

38133

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CONCORD EFS INC [ CE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/26/2004		D		136,450	D	⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (right to buy)	$5.39	02/26/2004		D			13,500	⁽²⁾	05/15/2007	Common stock	13,500	⁽²⁾	0	D
Stock Options (right to buy)	$7.22	02/26/2004		D			13,500	⁽²⁾	05/14/2008	Common stock	13,500	⁽²⁾	0	D
Stock Options (right to buy)	$10.42	02/26/2004		D			18,000	⁽²⁾	05/20/2009	Common stock	18,000	⁽²⁾	0	D
Stock Options (right to buy)	$11.13	02/26/2004		D			18,000	⁽²⁾	05/25/2010	Common stock	18,000	⁽²⁾	0	D
Stock Options (right to buy)	$24.52	02/26/2004		D			18,000	⁽²⁾	05/24/2011	Common stock	18,000	⁽²⁾	0	D
Stock Options (right to buy)	$32	02/26/2004		D			21,750	⁽²⁾	05/23/2012	Common stock	21,750	⁽²⁾	0	D
Stock Options (right to buy)	$14.59	02/26/2004		D			21,750	⁽²⁾	05/22/2013	Common stock	21,750	⁽²⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of Apri l1, 2003 by and among First Data Corporation, Monaco Subsidiary Corporation and Concord EFS, Inc., as amended by the Amendment and Abeyance Agreement, dated as of December 14, 2003, in exchange for the number of shares of First Data common stock equal to the amount of securities disposed, as set forth in column 4, multiplied by .365 with cash paid in lieu of fractional shares. First Data common stock had a closing price of $40.95 per share on the date of the merger.

2. This option, which was exercisable at the effective time of the merger, was assumed by First Data in the merger and converted into an option to purchase the whole number of shares of First Data common stock equal to the number of previously underlying shares of Concord common stock, as set forth in column 7, multiplied by .365 and rounded to the nearest whole share. The exercise price per share of the converted option is equal to the exercise price per share of Concord common stock subject to the option set forth in column 2 in effect immediately prior to the effective time of the merger divided by .365 and rounded to the nearest whole cent.

Remarks:

	Richard M. Harter / Charlene Kraft	12/26/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.