EX-20

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS





                                CONCORD EFS, INC.
                            NOTICE OF ANNUAL MEETING
                                 OF STOCKHOLDERS




To the Stockholders of
Concord EFS, Inc.
         Notice is hereby  given that the  Annual  Meeting  of  Stockholders  of
Concord  EFS,  Inc.  will be held at Colonial  Country  Club,  2736  Countrywood
Parkway, Memphis,  Tennessee on May 24, 2001 beginning at 9:30 a.m. CST, for the
following purposes:

1.   To elect directors to serve for the ensuing year;

2.   To approve the Amendment to the  Certificate of  Incorporation  to increase
     the number of authorized shares of Common Stock;

3.   To  transact  such other  business as may  properly  come before the annual
     meeting and any adjournments thereof.

         The Board of  Directors  has fixed the close of  business  on March 16,
2001 as the record date for determination of the stockholders entitled to notice
of and to vote at the Annual Meeting. Concord's By-Laws require that the holders
of a majority of all stock issued,  outstanding  and entitled to vote be present
in person or represented by proxy at the meeting in order to transact business.

                       By Order of the Board of Directors




                                Richard M. Harter
                                    Secretary

April 6, 2001

                 WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING,
                   PLEASE SIGN AND RETURN THE ENCLOSED PROXY.

             No postage is required if mailed in the United States.




                                CONCORD EFS, INC.

                                 PROXY STATEMENT
                                  April 6, 2001

         This Proxy Statement is furnished in connection  with the  solicitation
by the Board of Directors of Concord EFS,  Inc. of proxies for use at its Annual
Meeting of Stockholders to be held on May 24, 2001 and any adjournments thereof.
Shares as to which  proxies have been executed will be voted as specified in the
proxies. A proxy may be revoked at any time by notice in writing received by the
Secretary  of  Concord  before  it is  voted.  A  majority  in  interest  of the
outstanding  shares,  whether  represented at the meeting in person or by proxy,
shall  constitute a quorum for the transaction of business.  Votes withheld from
any  nominee,  abstentions  and  broker  "non-votes"  are  counted as present or
represented  for  purposes  of  determining  whether a quorum is present for the
meeting.  A  "non-vote"  occurs when a nominee  holding  shares for a beneficial
owner votes on one proposal,  but does not vote on another  proposal because the
nominee  does  not  have  discretionary   voting  power  and  has  not  received
instructions from the beneficial  owner. At the Annual Meeting,  the voting will
be by voice vote unless any stockholder entitled to vote requests that voting be
by ballot.

                      BENEFICIAL OWNERSHIP OF COMMON STOCK

         Concord's only issued and outstanding class of voting securities is its
Common  Stock,  par value  $0.33 1/3 per share.  Each  stockholder  of record is
entitled to one vote for each share  registered  in that  stockholder's  name on
March 16,  2001.  As of that date,  our Common  Stock was held by  approximately
54,000 stockholders.

         The following  table sets forth, as of March 16, 2001, the ownership of
our Common Stock by each person who is known to us to own beneficially more than
5% of our outstanding  Common Stock, by each director who owns shares and by all
of our directors and officers as a group.



                                                Amount and Nature
                                                  of Beneficial      Percent of
                                                   Ownership         Outstanding
Beneficial Owner (1)                                Owned             Shares (2)
--------------------------------------------    --------------------   --------
Dan M. Palmer, Chairman of the Board & CEO        5,105,775    (3)       2.1%
Edward A. Labry III, Director and President       4,422,192    (4)       1.8%
Edward T. Haslam, Chief Financial Officer            95,250    (5)         *
Vickie Brown, Chief Operations Officer               56,561    (6)         *
William E. Lucado, Sr. Vice-President                89,737    (7)         *
Douglas C. Altenbern, Director                       16,750    (8)         *
J. Richard Buchignani, Director                      40,274    (9)         *
Ronald V. Congemi, Director                         239,706   (10)         *
Richard M. Harter, Director and Secretary           121,550    (9)         *
Richard P. Kiphart, Director                      5,239,282   (11)       2.2%
Jerry D. Mooney, Director                            60,612    (9)         *
Paul Whittington, Director                           34,593    (9)         *
All officers and directors as a group            15,522,282   (12)       6.4%
(12 persons)
William Blair & Company, L.L.C.
222 West Adams Street
Chicago, IL 60606                                19,496,453   (13)       8.1%


(1) The  address of each  beneficial  owner who is also a director or officer is
the same as Concord's.
(2) Percentage  ownership is based on 242,043,621  shares issued and outstanding
as of March 16, 2001,  plus the number of shares subject to options  exercisable
within 60 days after the record date by the person or the aggregation of persons
for which such percentage ownership is being determined.
(3) Shares owned include  5,085,775 shares covered by stock options  exercisable
within 60 days after the record date.
(4) Shares owned include  4,387,575 shares covered by stock options  exercisable
within 60 days after the record date.
(5) Shares owned  include  91,250 shares  covered by stock  options  exercisable
within 60 days after the record date.
(6) Shares owned  include  56,560 shares  covered by stock  options  exercisable
within 60 days after the record date.
(7) Shares owned  include  89,062 shares  covered by stock  options  exercisable
within 60 days after the record  date.
(8) Shares owned  include  6,750  shares  covered by stock  options  exercisable
within 60 days after the record date.
(9) Shares owned  include  28,000 shares  covered by stock  options  exercisable
within 60 days after the record date.
(10) Shares owned consist of shares covered by stock options  exercisable within
60 days after the record date.
(11) Shares owned  include  13,500 shares  covered by stock options  exercisable
within 60 days after the record date.
(12) Shares owned  include an aggregate of  10,082,178  shares  covered by stock
options exercisable within 60 days after the record date.
(13) The  number of shares  owned is based on an amended  Schedule  13G filed on
February 14, 2001 by William  Blair and  Company,  L.L.C.  ("Blair")  reflecting
ownership as of December 31, 2000.  The amended  Schedule 13G provides that such
number of shares includes  5,858,185 shares  beneficially owned by principals of
Blair with respect to which Blair disclaims  beneficial ownership and 13,638,268
shares held in client  accounts at Blair with  respect to which Blair  disclaims
beneficial ownership.

                              ELECTION OF DIRECTORS

         Nine  directors  are to be elected to hold office until the next annual
meeting of  stockholders  and until their  successors are elected and qualified.
Unless a proxy is executed to withhold  authority for the election of any or all
of the  directors,  then the  persons  named in the proxy  will vote the  shares
represented by the proxy for the election of the following nine nominees. If the
proxy indicates that the stockholder  wishes to withhold a vote from one or more
nominees for director, such instruction will be followed by the persons named in
the proxy.  All nine of the nominees are now members of the Board of  Directors.
The Board of Directors has no reason to believe that any of the nominees will be
unwilling or unable to serve.  In the event that any nominee should be unwilling
to serve or not be available, the persons named in the proxies will vote for the
others  and may  vote  for a  substitute  for such  nominee.  The nine  nominees
receiving the highest number of affirmative  votes will be elected as directors.
Shares not voted, whether due to abstention,  broker non-vote or otherwise, will
have no impact on the election of directors.




Recommended Vote
         The Board of Directors  recommends  that you vote "FOR" the election of
these nine individuals as directors.

         The following table lists the name of each proposed nominee; his or her
age;  his or her  business  experience  during  at least  the past  five  years,
including   all   positions  and  offices  held  with  Concord  or  any  of  its
subsidiaries;  his or her  experience  as a director of  Concord;  and any other
directorships  held by him or her. There are no family  relationships  among the
nominees. Also, there is no arrangement or understanding between any nominee and
any other person  pursuant to which he or she is to be selected as a director or
nominee,  except that, in connection with the acquisition of Star Systems, Inc.,
Concord  agreed that its Board of Directors  would elect Mr. Congemi to become a
director of Concord.


                               
                                              Office with Concord, Business
Nominees and Ages                     Experience and Year First Elected Director
---------------------------       ----------------------------------------------
Dan M. Palmer (58)                Mr.  Palmer has been a director  of Concord  since May 1987,  and
                                  was  appointed  Chairman of the Board in 1991. He was named Chief
                                  Executive  Officer  of  Concord  in  1990,  and  Chief  Executive
                                  Officer  of EFS  National  Bank upon its  formation  in 1992.  He
                                  joined  Union  Planters  National  Bank in 1982 and  founded  the
                                  bank's Electronic Fleet Systems (EFS) operation,  which was later
                                  acquired  by  Concord.   He  continued  as  President  and  Chief
                                  Executive Officer of EFS following the acquisition in 1985.
Edward A. Labry III (38)          Mr.  Labry was named  President  of  Concord  EFS,  Inc.  and EFS
                                  National  Bank in 1994.  Mr.  Labry  joined  Concord in 1984 as a
                                  salesman  in  Concord's  trucking  services  division,   assuming
                                  responsibility  for all  sales  and  marketing  in  that  unit in
                                  1987. In 1990,  Mr. Labry was named chief  marketing  officer for
                                  all Concord  companies,  and was appointed  senior vice president
                                  in 1991. He is a member of the  international  Advisory  Councils
                                  for Visa and  MasterCard,  and serves as director on the board of
                                  MS Carriers.
Douglas C. Altenbern (64)*+       Mr.  Altenbern  has been a  director  of Concord  since  February
                                  1998. Mr.  Altenbern  served as Vice Chairman of First  Financial
                                  Management  Corporation  until 1989, at which time he resigned to
                                  found Argosy Network Corporation,  of which he served as Chairman
                                  and  CEO.  In 1992 he sold his  interest  in  Argosy  and in 1993
                                  founded  Pay  Systems  of  America,  Inc.  of which he  served as
                                  Chairman  and  CEO  through  December  1996.  He  currently  is a
                                  private  investor  and serves as a director  on the boards of The
                                  Bradford Funds,  Inc., OPTS, Inc.,  Interlogics,  Inc., CSM, Inc.
                                  and Equitas.
Richard  Buchignani (52)*         Mr.  Buchignani  has been a  director  of  Concord  since  August
                                  1992.  He is a partner in the  Memphis,  Tennessee  office of the
                                  law firm of  Wyatt,  Tarrant  & Combs,  LLP,  who also  serves as
                                  local  counsel to Concord.  Mr.  Buchignani  has been  affiliated
                                  with the law firm  since  1995  when most of the  members  of his
                                  firm of 18 years joined Wyatt, Tarrant & Combs, LLP.
Ronald V. Congemi (54)            Mr. Congemi was appointed  director of Concord effective February
                                  22,  2001.  From  1975  to  1984,  he  served  in  a  variety  of
                                  management  positions at VISA  International.  In 1984, he joined
                                  Star System,  Inc.  network as founding  President.  Mr.  Congemi
                                  became President and CEO of the newly merged HONOR  Technologies,
                                  Inc. and Star System,  Inc. network (renamed Star Systems,  Inc.)
                                  in March 1999,  and he  continues to serve as  President.  He has
                                  served  on  the  board  of  directors  of  the  Electronic  Funds
                                  Transfer  Association and as member of both the Consumer  Bankers
                                  Association  Committee on Electronic  Funds Transfer and the BITS
                                  Infrastructure Review Group.



Richard M. Harter (64)*           Mr.  Harter  has  been  Concord's  Secretary  and a  director  of
                                  Concord  since  Concord's  formation.  He is a partner of Bingham
                                  Dana LLP, legal counsel to Concord.
Richard P. Kiphart (58)*          Mr.  Kiphart has been a director of Concord  since March 1997. In
                                  1972 he became a  principal  of William  Blair & Company,  L.L.C.
                                  He  served  as head of  Equity  Trading  from  1972 to  1980.  He
                                  joined  the  Corporate  Finance  Department  in 1980 and was made
                                  head of that department in January 1995.
Jerry D. Mooney (48)*+            Mr.  Mooney has been a director  of Concord  since  August  1992.
                                  Since   August   1997,   he  had  been   President   and  COO  of
                                  ServiceMaster  Employer  Services,  Inc.  He  retired  from  this
                                  position in 1998.  Prior to then he was  President of  Healthcare
                                  New  Business   Initiatives  and  formerly  served  as  Chairman,
                                  President and CEO of ServiceMaster  Diversified  Health Services,
                                  Inc. (formerly VHA Long Term Care) since 1981.
Paul L. Whittington (65)*+        Mr.  Whittington  has been a director of Concord  since May 1993.
                                  Mr.  Whittington  had been the  Managing  Partner of the Memphis,
                                  Tennessee and Jackson,  Mississippi offices of Ernst & Young from
                                  1988 until his  retirement  in 1991.  Since 1979, he had been the
                                  partner in charge of consulting at various Ernst & Young offices.

* Member of the Board's Audit Committee.
+ Member of the Board's Compensation Committee.


                            COMPENSATION OF DIRECTORS

         Concord  currently  pays to each  non-employee  director  of Concord an
$8,000 cash director fee each year for attending scheduled board meetings.  Each
non-employee director receives $1,000 for any special meetings of the full Board
or any committee  attended.  Concord pays the chairman of its Audit Committee an
additional  $4,000 cash fee each year. In addition,  non-employee  directors are
granted  options to purchase  10,875 shares of Concord's  common stock at market
value on the date of the annual meeting of stockholders.  One director  receives
an annual fee of $8,000 plus $2,000 for each meeting attended.  This director is
granted  options to purchase  only 9,000 shares of  Concord's  stock in the same
manner  as the  other  non-employee  directors.  Directors  are  reimbursed  for
expenses incurred in attending meetings of the Board of Directors and committees
of the  Board.  Three of the nine  nominees  are  employees  of  Concord  or its
subsidiaries and are not separately compensated for serving as directors.




                             EXECUTIVE COMPENSATION

         The  following  summary  compensation  table is  intended  to provide a
comprehensive  overview of Concord's  executive pay  practices.  It includes the
cash  compensation  paid or accrued by Concord and its subsidiaries for services
in all  capacities  during the fiscal  year ended  December  31,  2000 to, or on
behalf of, each of Concord's  named  executives.  Named  executives  include the
Chief  Executive  Officer and the President and the three highest paid executive
officers.


                                         Summary Compensation Table
                                                                                             Long-Term
    Name and Principal Position           Year            Annual Compensation              Compensation
                                                     ------------------------------    ----------------------
                                                        Salary            Bonus             Securities
                                                         ($)               ($)          Underlying Options*
------------------------------------    ---------    -------------     ------------    ----------------------
                                                                           

Dan M. Palmer                             2000         683,654             175,000            1,843,750
 Chairman of the Board                    1999         538,750             393,750            1,687,500
 Chief Executive Officer, Concord         1998         466,538             331,250            1,687,500

Edward A. Labry III                       2000         683,654             175,000            1,843,750
 President, Concord                       1999         538,750             393,750            1,687,500
                                          1998         466,538             331,250            1,687,500

Edward T. Haslam                          2000         233,654             195,000               30,000
 Chief Financial Officer,                 1999         186,200             237,500              185,000
 Concord                                  1998         178,150              85,000               55,363

Vickie Brown                              2000         212,308              40,000               25,000
 Chief Operations Officer,                1999         203,462              40,000               77,500
  EFS National Bank                       1998         184,519              20,000               56,250


William E. Lucado                         2000         200,577              30,000               20,000
 Senior Vice President,                   1999         191,827              40,000               45,000
 Concord                                  1998         164,000              15,000               33,750



* Options awarded have been restated to reflect all stock splits.


Stock Options
         The following  tables present the following  types of  information  for
options  granted to Concord's  named  executives  under Concord's 1993 Incentive
Stock Option Plan. Table I presents  information  regarding  options granted and
the  potential   realizable  value  of  such  options,  and  Table  II  presents
information regarding options exercised in the latest fiscal year and the number
of  unexercised  options  held.  Except as  otherwise  indicated  in the  table,
provided that the person remains employed by Concord or its  subsidiaries,  each
of the options listed in the table remains  outstanding for a period of 10 years
and vests in four equal installments  commencing on the first anniversary of the
applicable grant date.



                                     Table I
                          Options/SARs Granted in 2000

                                                      Individual Grants
                             --------------------------------------------------------------------
         Name                   Number of
                               Securities          % of Total
                               Underlying           Options/          Exercise                      Potential Realizable Value
                                Options/          SARs Granted         or Base                       at Assumed Annual Rates of
                              SARs Granted        to Employees         Price       Expiration       Stock Price Appreciation
                                   (#)               in 2000         ($/Share)        Date              for Option Term
                                                                                                  -----------------------------
                                                                                                        5% ($)       10%($)
------------------------     ----------- ----    ----------------    ----------    -----------    ------------     ------------
                                                                                               
Dan M. Palmer                 1,562,500  (1)         27.1%            $18.13       2/17/2010       17,810,492       45,135,285
                                281,250  (2)          4.9%            $28.44       9/09/2010        5,031,149       12,749,920
Edward A. Labry III           1,562,500  (1)         27.1%            $18.13       2/17/2010       17,810,492       45,135,285
                                281,250  (2)          4.9%            $28.44       9/09/2010        5,031,149       12,749,920
Edward T.Haslam                  30,000               0.5%            $18.13       2/17/2010          341,961          866,597
Vickie Brown                     25,000               0.4%            $18.13       2/17/2010          284,968          722,165
William E. Lucado                20,000               0.3%            $18.13       2/17/2010          227,974          577,732



(1)  Includes  options for 562,500 shares which vest over a period of four years
     and options for 1,000,000  shares which vest on the earlier of February 17,
     2005  or  a  change  in  control  of  Concord.   (See  "Change  in  Control
     Arrangements"  below  for  further  details.)
(2)  These  options vest on February 26, 2003.  Table II  Aggregated  Option/SAR
     Exercises in 2000 and 2000 Year-End Option Values


                                                                         Number of Securities
                                                                                 Underlying           Value of Unexercised
                                                                                Unexercised               In-the-Money
                                                                              Options/SARs at           Options/SARs at
                                                                            Fiscal Year End (#)       Fiscal Year End ($)
                               Shares Acquired on         Value ($)             Exercisable/              Exercisable/
          Name                    Exercise (#)           Realized(1)           Unexercisable           Unexercisable (2)
--------------------------    ---------------------    ----------------    -----------------------    ---------------------
                                                                                          
Dan M. Palmer                       400,000              16,216,426            4,523,277(E)              155,076,578(E)
                                                                               4,116,249(U)              103,105,404(U)
Edward A. Labry III                 400,000              16,084,756            3,825,077(E)              126,129,981(E)
                                                                               4,116,249(U)              103,105,404(U)
Edward T. Haslam                      -0-                    -0-                  46,250(E)                1,037,733(E)
                                                                                 168,750(U)                3,887,574(U)
Vickie Brown                        159,324               4,793,381               19,373(E)                  613,408(E)
                                                                                 111,250(U)                2,791,954(U)
William E. Lucado                    42,981               1,037,684               55,937(E)                1,669,768(E)
                                                                                  86,562(U)                2,218,792(U)

(1)  Values are  calculated  by  subtracting  the  exercise  price from the fair
     market value of the stock as of the exercise date.
(2)  Values are  calculated  by  subtracting  the  exercise  price from the fair
     market value of the stock on December 31, 2000.
(E)  Exercisable at December 31, 2000.
(U)  Unexercisable at December 31, 2000.




Change in Control Arrangements
         The Incentive Agreements between Concord and each of Mr. Palmer and Mr.
Labry contain a change in control provision.  Under the agreements,  a change in
control occurs if any person becomes the beneficial  owner of 50% or more of the
combined  voting power of  Concord's  then  outstanding  voting  securities,  if
Concord's  stockholders approve a plan to liquidate Concord, or if Concord sells
or disposes of all or substantially all of its assets. Upon a change in control,
the agreements  provide that the full bonus  potential under the agreements will
be paid for the year in which  the  change  in  control  occurs,  and all  stock
options  granted  before  the  change in control  become  fully and  immediately
exercisable.  In addition,  Mr. Palmer's and Mr. Labry's  obligations  under the
non-compete,  non-solicitation and confidentiality  provisions of the agreements
are shortened to a period of six months following a change in control.

         Concord's  1993  Incentive  Stock Option Plan also contains a change in
control provision. Each option granted under the plan vests on the date on which
any person or entity  becomes the  beneficial  owner of 20% or more of Concord's
outstanding shares entitled to vote in the election of directors.

                             COMMITTEES; ATTENDANCE

         The Board of  Directors  held four regular  meetings  during the fiscal
year ended December 31, 2000. Each of the directors attended at least 75% of the
total number of meetings of the Board and the total  number of meetings  held by
all board  committees  on which he or she  served.  During the fiscal year ended
December 31, 2000, the Audit Committee held three meetings, and the Compensation
Committee held two meetings. The Board of Directors has no Nominating Committee.

           Compensation Committee Interlocks and Insider Participation

     Mr.  Altenbern,   Mr.  Mooney  and  Mr.  Whittington  are  members  of  the
Compensation Committee,  none of whom is or was an executive officer or employee
of Concord or had any  relationship  with  Concord  requiring  disclosure  under
securities regulations.  No Concord officer served on the compensation committee
of the board of any entity with an executive  officer serving on Concord's Board
of Directors.

             Compensation Committee Report on Executive Compensation
General Policy
         It is the  policy  of the  Compensation  Committee  to  establish  base
salaries,  award bonuses and grant stock  options to executive  officers in such
amounts as will assure the continued  availability to Concord of the services of
the executives and will  recognize the  contributions  made by the executives to
the  success  of  Concord's  business  and the  growth  over time in the  market
capitalization  of Concord.  To achieve these goals,  the Committee  establishes
base  salaries  at  levels  which it  believes  to be below  the  mid-point  for
comparable  executives in companies of comparable size and scope.  The Committee
then awards cash bonuses reflecting  individual  performance during the year for
which the awards are made. For executives other than the Chief Executive Officer
and President, the Committee receives bonus award recommendations from the Chief
Executive  Officer.  The  Committee  grants  stock  options to senior and middle
management executives of Concord and its subsidiaries at levels that it believes
to be  higher  than  average  for  comparable  companies  in  order  to give the
executives  significant  incentive to improve  Concord's  revenue and its market
capitalization.

         Section 162(m) of the Internal Revenue Code limits the tax deduction to
$1 million for compensation paid to certain executives of public companies.  The
Committee has  considered  these  requirements  and believes that Concord's 1993
Incentive  Stock  Option Plan,  as amended,  and bonus  arrangements  for senior
officers meet the requirement that they be "performance  based" and,  therefore,
exempt from the limitations on deductibility.  The Committee's present intention
is to comply with Section 162(m) unless the Committee feels that compliance in a
particular  instance  would  not be in  the  best  interest  of  Concord  or its
stockholders.


Specific Arrangements for CEO and President
         During 1998, Concord entered into five-year  incentive  agreements with
its Chief  Executive  Officer and with its President.  Each incentive  agreement
provides  for  base  salary  of  $550,000  with  annual  reviews,  for  a  bonus
opportunity  equal to 50% of base salary with growth in earnings per share being
a  significant  factor in awarding the bonuses and for option  grants of 562,500
shares per year. In addition,  each incentive  agreement provides for a one-time
option  grant of  1,125,000  shares with a "reload"  feature.  Under this reload
feature,  after the stock  market  price  reached  $21.33 per share for a stated
period,  a new option for 562,500  shares was  granted at $21.33,  and after the
stock market price reached  $28.44,  a new option for 281,250 shares was granted
at $28.44.

         The Chief  Executive  Officer's and the President's  base salary,  cash
bonus and  option  grants  were  established  by the  Committee  based  upon its
members' own  experience in their  companies and in other  companies  which they
serve as directors or advisors. In addition,  the Committee received advice from
a  compensation  consulting  firm in setting  compensation  levels for executive
officers.  In setting  the 2001 base  salary  and bonus for the Chief  Executive
Officer and  President,  the  Committee  considered  Concord's  historic rate of
increase in revenues  and the rate of  increase in diluted  earnings  per share.
Additionally,  the Committee  noted that for the preceding three years Concord's
market capitalization growth averaged  approximately 77% per year and that these
individuals were responsible for past growth and uniquely situated to contribute
to Concord's future growth.

                                                     Douglas C. Altenbern
                                                     Jerry D. Mooney
                                                     Paul L. Whittington
Description of Audit Committee
         The  Audit  Committee,   consisting  of  Messrs.   Mooney   (Chairman),
Altenbern,  Buchignani,  Harter,  Kiphart and  Whittington,  oversees  Concord's
financial  statements  provided to its  stockholders  and  Concord's  systems of
internal  control.  The Committee  recommends to the Board of Directors both the
selection  of  Concord's   independent   accountants  and  the  fees  and  other
compensation to be paid to them. In consultation  with the selected  independent
accountants and Concord's  internal  auditors,  the Audit Committee  reviews the
adequacy of Concord's financial reporting processes.




                             Audit Committee Report

         During the year ended December 31, 2000, the Audit  Committee  reviewed
and  discussed  the  audited  financial   statements  with  management  and  the
independent  auditors,  Ernst & Young,  LLP. The  Committee  discussed  with the
independent  auditors the matters  required to be discussed by the  Statement of
Auditing Standards No. 61, Communications with Audit Committees,  as amended, by
the  Auditing  Standards  Board of the American  Institute  of Certified  Public
Accountants and reviewed the results of the independent auditors' examination of
the financial statements.

         The Committee also reviewed the written disclosures and the letter from
the independent  auditors required by Standard No. 1,  Independence  Discussions
with Audit  Committees,  as amended,  discussed  with the auditors the auditors'
independence,  and  satisfied  itself that the  non-audit  services  provided by
Concord's auditors are compatible with maintaining the auditors' independence.

         Based on its reviews and discussions, the Audit Committee recommends to
the Board of Directors that the financial statements be included or incorporated
by reference in the Annual  Report on Form 10-K for the year ended  December 31,
2000 for filing with the Securities and Exchange Commission.

         The  Committee  is governed by a charter  which has been adopted by the
Board of  Directors  and is included as Appendix A. The Board of  Directors  has
determined that the members of the Audit Committee are independent as defined in
the National Association of Securities Dealers' listing standards.

         This report shall not be deemed to be  incorporated  by reference  into
any filings with the Securities and Exchange Commission under the Securities Act
of 1933 or the  Securities  Exchange  Act of 1934,  except  to the  extent  that
Concord specifically incorporates it by reference.

                                                     Jerry D. Mooney
                                                     Douglas Altenbern
                                                     J. Richard Buchignani
                                                     Richard M. Harter
                                                     Richard P. Kiphart
                                                     Paul L. Whittington




                     FIVE YEAR CUMULATIVE STOCKHOLDER RETURN

         Below is a performance graph, which compares Concord's cumulative total
stockholder  return  during the previous five years with the NASDAQ stock market
and the NASDAQ financial stocks (Concord's peer group).

                                     NASDAQ              NASDAQ
  Date       Concord EFS, Inc.    Stock Market       Financial Stocks
---------    -----------------   ----------------    ----------------
12/31/95           100.00            100.00              100.00
12/31/96           150.44            123.04              128.36
12/31/97           132.47            150.69              196.31
12/31/98           338.49            212.51              190.73
12/31/99           308.53            394.92              189.46
12/31/00           514.47            237.62              207.03

         AMENDMENT TO CONCORD'S CERTIFICATE OF INCORPORATION TO INCREASE
                   NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

         Concord's  authorized  capital stock currently  consists of 500,000,000
shares of Common  Stock,  $0.33 1/3 par value.  The Board of Directors  finds it
advisable that Concord's Certificate of Incorporation be amended to increase the
number of authorized shares of Common Stock to 750,000,000 shares, $0.33 1/3 par
value.

         The holders of Common  Stock are not entitled to  preemptive  rights to
purchase Concord's Common Stock.

         The authorized shares of Common Stock can be issued without stockholder
approval  upon such terms and in  consideration  of such amounts as the Board of
Directors  determines is in Concord's best  interest.  The Board in the past has
issued stock to effect stock  splits,  to fulfill the exercise of stock  options
and to make acquisitions. It has no current plans to issue any additional shares
of its Common Stock, although Concord currently expects that it will engage in a
disciplined  process in 2001 to eliminate the stock overhang  resulting from its
acquisition of Star Systems,  Inc. (in which Concord issued 24.75 million shares
of unregistered Common Stock).

Dilutive Effect of Issuance of Additional Shares
         The authorization of additional shares of Common Stock pursuant to this
proposal  will have no dilutive  effect upon the  proportionate  voting power of
Concord's  present  stockholders.  However,  issuance of additional shares could
have a substantial dilutive effect on present stockholders.

Anti-takeover Effect
         The issuance of  additional  shares of Common Stock by Concord may also
make it more difficult to obtain stockholder  approval of various actions,  such
as a merger or other corporate combination.  The proposed increase in the number
of  authorized  shares of Common  Stock could  enable the Board of  Directors to
render more  difficult an attempt by another  person or entity to obtain control
of Concord,  although the Board of Directors has no present intention of issuing
additional  shares for such purpose and has no present knowledge of any takeover
efforts by any person or entity.




Recommended Vote
         An affirmative vote of a majority of Concord's outstanding Common Stock
entitled to vote is necessary to adopt the amendment to Concord's Certificate of
Incorporation  to increase  the number of  authorized  shares of Common Stock to
750,000,000 shares.  Abstentions and broker non-votes will not be counted toward
the vote  and,  thus,  will  have the  effect  of a vote  against  the  proposed
amendment. The Board of Directors recommends that you vote "FOR" the proposal.

                                  OTHER MATTERS

         The Board of  Directors  knows of no  matters  which  are  likely to be
presented for action at the Annual Meeting other than the proposals specifically
set forth in the Notice and  referred to herein.  If any other  matter  properly
comes  before the Annual  Meeting  for action,  it is intended  that the persons
named in the  accompanying  proxy and acting hereunder will vote or refrain from
voting in  accordance  with their best  judgment  pursuant to the  discretionary
authority conferred by the proxy.

                              CERTAIN TRANSACTIONS

         In  connection  with the  acquisition  of Star Systems,  Inc.,  Concord
entered into two agreements with Mr. Congemi, who currently serves as a director
of Concord and President of Star Systems,  Inc.  Under one of these  agreements,
Mr.  Congemi agreed to remain at Star Systems,  Inc.  through the closing of the
transaction  with  Concord  and agreed to various  other  provisions,  including
confidentiality and non-competition  provisions, and Concord agreed to grant Mr.
Congemi an option to  purchase  200,000  shares of  Concord  Common  Stock.  The
options  granted were pursuant to the terms of Concord's  1993  Incentive  Stock
Option Plan, as amended,  have a 10-year term,  have an exercise  price equal to
the fair  market  value of  Concord's  stock on  February  1, 2001 and vest with
respect  to 25% of the shares  subject  to the  option  each year as long as Mr.
Congemi remains employed by Concord or any of its subsidiaries.

         Under the second  agreement with Mr. Congemi,  his Salary  Continuation
Agreement with Star Systems, Inc. was terminated and certain benefits under that
agreement were credited to Mr.  Congemi and will become payable  pursuant to the
terms of the Star Non-Qualified Deferred Compensation Plan.

     Bingham  Dana LLP serves as legal  counsel to Concord.  Richard M.  Harter,
Secretary and Director of Concord, is a partner of that firm. Wyatt, Tarrant and
Combs,  LLP also serves as legal  counsel to  Concord.  J.  Richard  Buchignani,
Director of Concord, is a partner of that firm.

     In connection  with Concord's  acquisition of Star Systems,  Inc.,  William
Blair & Company,  L.L.C.  served as  financial  advisors to Concord and issued a
fairness  opinion to  Concord's  Board of  Directors.  As of December  31, 2000,
certain  principals  (including  Richard P.  Kiphart,  a director of Concord) of
William  Blair & Company,  L.L.C.  beneficially  owned an aggregate of 5,858,185
shares of Concord's Common Stock.

                         INFORMATION CONCERNING AUDITORS

         Concord has engaged Ernst & Young LLP as independent  auditors to audit
its  financial  statements  for the year ended  December 31,  2000.  Information
regarding fees for services rendered by Ernst & Young LLP is provided below.

         Representatives  of Ernst & Young LLP are  expected to be at the Annual
Meeting and will have an  opportunity  to make a statement  if they desire to do
so.  Such  representatives  are also  expected  to be  available  to  respond to
appropriate questions.




Audit Fees

         The aggregate fees billed for  professional  services  rendered for the
audit of Concord's financial statements for the year ended December 31, 2000 and
the review of the financial  statements included in Concord's Forms 10-Q for the
year then ended were $343,000.

All Other Fees

         All other fees billed for  services  rendered by Ernst & Young LLP were
$1,292,000,  including audit related services of $243,000 and non-audit services
of  $1,049,000.  Audit  related  services  generally  include  fees for business
combinations,  accounting  consultations,  Securities  and  Exchange  Commission
registration statements and internal control reviews.

                             STOCKHOLDERS' PROPOSALS

         Stockholder  proposals  to be  submitted  for vote at the  2002  Annual
Meeting must be delivered to Concord on or before December 7, 2001.

                            EXPENSES OF SOLICITATION

         Solicitations  of proxies by mail is  expected  to commence on April 6,
2001,  and the cost  thereof  will be borne by Concord.  Copies of  solicitation
materials will also be furnished to brokerage firms,  fiduciaries and custodians
to  forward to their  principals,  and  Concord  will  reimburse  them for their
reasonable expenses.

                       By Order of the Board of Directors
                                Richard M. Harter
                                    Secretary


                           ANNUAL REPORT ON FORM 10-K

         Concord will deliver without charge to each of its  stockholders,  upon
their written request,  a copy of its most recent annual report on Form 10-K and
any  information  contained in any subsequent  reports filed with the Securities
and Exchange  Commission.  Requests for such  information  should be directed to
Investor  Relations,  Concord EFS,  Inc.,  2525  Horizon Lake Drive,  Suite 120,
Memphis, Tennessee 38133.




                                   Appendix A

                                CONCORD EFS, Inc.

                             AUDIT COMMITTEE CHARTER

Organization

This charter governs the operations of the audit committee.  The committee shall
review and reassess the charter at least annually and obtain the approval of the
board of directors.  The committee  shall be appointed by the board of directors
and shall  comprise at least three  directors,  each of whom are  independent of
management  and the  Company.  Members  of the  committee  shall  be  considered
independent if they have no relationship that may interfere with the exercise of
their independence from management and the Company.  All committee members shall
be  financially  literate,  and at least one  member  shall have  accounting  or
related financial management expertise.

Statement of Policy

The audit  committee  shall  provide  assistance  to the board of  directors  in
fulfilling  their  oversight  responsibility  to  the  shareholders,   potential
shareholders,  the investment  community,  and others  relating to the Company's
financial  statements  and the  financial  reporting  process,  the  systems  of
internal  accounting and financial  controls,  the internal audit function,  the
annual independent audit of the Company's  financial  statements,  and the legal
compliance and ethics programs as established by management and the board. In so
doing,  it is the  responsibility  of the  committee  to maintain  free and open
communication between the committee, independent auditors, the internal auditors
and management of the Company.  In discharging its oversight role, the committee
is empowered to investigate any matter brought to its attention with full access
to all books, records, facilities, and personnel of the Company and the power to
retain outside counsel, or other experts for this purpose.

Responsibilities and Processes

The primary  responsibility  of the audit  committee is to oversee the Company's
financial  reporting  process on behalf of the board and  report the  results of
their  activities  to the board.  Management  is  responsible  for preparing the
Company's financial statements, and the independent auditors are responsible for
auditing  those  financial  statements.   The  committee  in  carrying  out  its
responsibilities believes its policies and procedures should remain flexible, in
order to best react to changing  conditions  and  circumstances.  The  committee
should  take the  appropriate  actions to set the overall  corporate  "tone" for
quality  financial  reporting,   sound  business  risk  practices,  and  ethical
behavior.

The following shall be the principal  recurring processes of the audit committee
in carrying out its oversight responsibilities. The processes are set forth as a
guide  with  the  understanding  that  the  committee  may  supplement  them  as
appropriate.  The committee shall have a clear understanding with management and
the  independent   auditors  that  the   independent   auditors  are  ultimately
accountable  to the board and the audit  committee,  as  representatives  of the
Company's  shareholders.  The  committee  shall have the ultimate  authority and
responsibility to evaluate and, where appropriate,  recommend the replacement of
the  independent  auditors.  The committee shall discuss with the auditors their
independence  from  management  and the  Company  including  the  matters in the
written  disclosures  required  by the  Independence  Standards  Board and shall
consider the compatibility of nonaudit services with the auditors' independence.
Annually, the committee shall review and recommend to the board the selection of
the Company's independent auditors, subject to shareholders' approval.


The  committee  shall  discuss  with the internal  auditors and the  independent
auditors the overall scope and plans for their  respective  audits including the
adequacy of staffing and  compensation.  Also, the committee  shall discuss with
management, the internal auditors, and the independent auditors the adequacy and
effectiveness of the accounting and financial controls,  including the Company's
system to monitor and manage  business  risk,  and legal and ethical  compliance
programs.  Further,  the  committee  shall  meet  separately  with the  internal
auditors and the independent  auditors,  with and without management present, to
discuss the results of their examinations.

The committee shall review the interim financial  statements with management and
the independent  auditors prior to the filing of the Company's  Quarterly Report
on Form 10-Q.  Also,  the  committee  shall discuss the results of the quarterly
review and any other matters required to be communicated to the committee by the
independent  auditors under generally accepted auditing standards.  The chair of
the  committee  may  represent  the entire  committee  for the  purposes of this
review.

The committee  shall review with  management  and the  independent  auditors the
financial  statements to be included in the Company's Annual Report on Form 10-K
(or the annual report to shareholders if distributed prior to the filing of Form
10-K),  including their judgment about the quality,  not just acceptability,  of
accounting  principles,  the  reasonableness of significant  judgments,  and the
clarity of the  disclosures  in the financial  statements.  Also,  the committee
shall discuss the results of the annual audit and any other matters  required to
be  communicated  to the committee by the  independent  auditors under generally
accepted auditing standards.

March 2001


                             EXHIBIT 1 - PROXY CARD

                                CONCORD EFS, INC.

                       2525 Horizon Lake Drive, Suite 120
                            Memphis, Tennessee 38133

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Dan M. Palmer and Thomas J. Dowling or either of
them as  Proxies,  each with the power to  appoint  his  substitute,  and hereby
authorizes them to represent and to vote as designated  below, all the shares of
Common Stock of Concord EFS, Inc. held by the  undersigned on March 16, 2001, at
the Annual  Meeting of  Stockholders  to be held on  Thursday,  May 24,  2001 at
Colonial Country Club, 2736 Countrywood Parkway, Memphis, Tennessee beginning at
9:30 a.m. local time, or any adjournment thereof.

                 WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING,
                       PLEASE SIGN AND RETURN THIS PROXY.
--------------------------------------------------------------------------------
                PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN
                       PROMPTLY IN THE ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 Please sign exactly as your name(s) appear(s) hereon. When shares are held by
joint  tenants,   both  should  sign.   When  signing  as  attorney,   executor,
administrator,  trustee or  guardian,  please  give full  title,  as such.  If a
corporation, please sign in full corporate name by president or other authorized
officer. If a partnership,  please sign in partnership name by authorized person
and state title.
--------------------------------------------------------------------------------


[X]       PLEASE MARK VOTES
               AS IN THIS EXAMPLE


This proxy, when properly executed,  will be voted in the manner directed by the
undersigned  stockholder.  If no direction is made, this proxy will be voted FOR
the  actions  described  in Items 1 and 2. In their  direction,  the Proxies are
authorized  to vote upon such other  business  as may  properly  come before the
Annual Meeting or any adjournment thereof.

1.   To elect directors to serve for the ensuing year;

                                           For all                       For All
                                           Nominees       Withhold        Except

Douglas C. Altenbern    Edward A. Labry      [ ]            [ ]            [ ]
J. Richard Buchignani   Jerry D. Mooney
Ronald V. Congemi       Dan M. Palmer
Richard M. Harter       Paul L. Whittington
Richard P. Kiphart


NOTE:  If you do not wish your shares voted "For" a particular  nominee mark the
"For All  Except" box and strike a line  through the name(s) of the  nominee(s).
Your shares will be voted "For" the remaining nominee(s).

2.   To approve the Amendment to the  Certificate of  Incorporation  to increase
     the number of authorized shares of Common Stock;

                 Approve                       Disapprove               Abstain

                   [ ]                             [ ]                    [ ]

3.   To  transact  such other  business as may  properly  come before the annual
     meeting and any adjournments thereof.




CONCORD EFS, INC.


Mark box at right if an address  change or comment has been noted on the reverse
side of this card. [ ]

CONTROL NUMBER:
RECORD DATE SHARES:


Please be sure to sign and date this Proxy.        Date:
                                                   -----------------------

-------------------------       -----------------------------
Stockholder sign here           Co-Owner sign here


                                                          

DETACH CARD                                                  DETACH CARD
Vote by Telephone                                            Vote by Internet
It's fast, convenient, and immediate!                        It's fast, convenient, and your vote
Call Toll-Free on a Touch-Tone Phone                         is immediately confirmed and posted.
Follow these four easy steps:                                Follow these four easy steps:
1.       Read the accompanying Proxy                         1.       Read the accompanying Proxy
     Statement and Proxy Card.                                    Statement and Proxy Card.
2.       Call the toll-free number                           2.       Go to the Website
     1-877-PRX-VOTE (1-877-779-8683)                              http://www.eproxyvote.com/ceft
3.       Enter your Control Number located on your Proxy     3.       Enter your Control Number located on your
     Card.                                                        Proxy Card.
4.       Follow the recorded instructions.                   4.       Follow the instructions provided.
Your vote is important!                                      Your vote is important!
Call 1-877-PRX-VOTE anytime!                                 Go to http://www.proxyvote.com/ceft anytime!
Do not return your Proxy Card if you are voting by Telephone or Internet