UNITED STATES
                       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: July 27, 2004
                        (Date of earliest event reported)


                            -------------------------



                      TRANSACTION SYSTEMS ARCHITECTS, INC.
             (Exact name of registrant as specified in its charter)



          Delaware                   0-25346                     47-0772104
(State or other jurisdiction       (Commission                (I.R.S. Employer
      of incorporation)            File Number)              Identification No.)


                             224 South 108th Avenue,
                              Omaha, Nebraska 68154
          (Address of principal executive offices, including zip code)


                                 (402) 334-5101
              (Registrant's telephone number, including area code)


                            -------------------------




Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit Number Description 99.1 Transcript of quarterly financial performance teleconference and web cast, held on July 27, 2004. Item 12. Results of Operations and Financial Condition. On July 27, 2004, Transaction Systems Architects, Inc. held a teleconference and web cast discussing its financial performance for the quarterly period ending June 30, 2004. A copy of the teleconference/web cast transcript is attached hereto as Exhibit 99.1.

SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TRANSACTION SYSTEMS ARCHITECTS, INC. Date: August 2, 2004 By: /s/ David R. Bankhead ------------------------------------- David R. Bankhead Senior Vice President, Chief Financial Officer and Treasurer

EXHIBIT INDEX Exhibit Number Description 99.1 Transcript of quarterly financial performance teleconference and web cast, held on July 27, 2004.

                                                                    Exhibit 99.1


                       TRANSACTION SYSTEMS ARCHITECT, INC.

                            Moderator: Bill Hoelting
                                  July 27, 2004
                                   4:00 pm CT


Operator:             Good afternoon, my name is (Michael). And, I will be your
                      conference facilitator today. At this time, I would like
                      to welcome everyone to the Transaction Systems Architect
                      Third Quarter Financial Results Conference Call.

                      All lines have been placed on mute to prevent any
                      background noise. After the speaker's remarks, there will
                      be a question and answer period. If you would like to ask
                      a question during this time, simply press star then the
                      number one on your telephone keypad.

                      If you would like to withdraw your question, press star
                      then the number two. I would now like to turn the call
                      over to Mr. Bill Hoelting, Vice President of Investor
                      Relations. Sir, you may begin your conference.

Bill Hoelting:        Thank you and good afternoon. The participants for TSA's
                      third quarter earnings conference call are Greg Derkacht,
                      President and CEO; David Bankhead, CFO; and Mark Vipond,
                      President of ACI Worldwide.

                      This conference call could contain forward-looking
                      statements pursuant to the safe harbor provisions of
                      Section 21E of the Securities and Exchange Act of 1934.
                      Actual results might differ materially from those
                      projected in the forward-looking statements.

                      Statements during the conference call that are not
                      strictly historical statements could constitute forward
                      looking statements which involve risks and uncertainties
                      which could cause actual results to materially differ from
                      those in forward looking statements.

                      Forward-looking statements include the following. Any
                      statement dealing with the future prospects or results of
                      the company. And, the forward looking statements
                      identified in our press releases and Form 10K and 10Q
                      filings.

                      The agenda for the call will be as follows. Dave Bankhead
                      will discuss the Q3 financials for TSA. Mark Vipond will
                      then discuss the Q3 highlights for ACI Worldwide. And,
                      Greg Derkacht will provide some closing comments at which
                      time we will open up the call to your questions. At this
                      time, I would like to introduce Dave Bankhead, CFO of TSA.

David Bankhead:       Thanks Bill and good afternoon. Today I'll be discussing
                      our fiscal 2004 third quarter financial results. I'll
                      start by highlighting some key milestones that we achieved
                      during the quarter.

                      Total revenue was $72.5 million, a 2% decrease from the
                      third quarter of last fiscal year. Operating expenses were
                      $59.6 million, a 14% decrease from the same period last
                      year. Operating expenses last year reflected a goodwill
                      impairment charge of $9.3 million.

                      Operating income was $13 million for the current quarter
                      with an operating margin of 17.9%. Net income was $18.7
                      million resulting in basic earnings per share of 50 cents
                      and diluted earnings per share of 49 cents.

                      Net income and earnings per share amounts include a
                      one-time net tax benefit of $10.6 million and 28 cents per
                      share, respectively. Operating cash flow was $23.1
                      million. Our cash balance at quarter end was $158.9
                      million.

                      The $72.5 million of revenue is comprised of the
                      following: software license fees of $37.5 million,
                      maintenance fees of $23.1 million, and services of $11.9
                      million. License fee revenue of $37.5 million was
                      comprised of $17.3 million in initial license fees and
                      $20.2 million of monthly license fees.

                      Revenues for each of the geographic channels were as
                      follows: United States, $30.1 million; Americas
                      International, $10.1 million; Europe, Middle East, and
                      Africa, $23 million; and Asia Pacific, $9.3 million.

                      Revenues for the three business units were as follows:
                      ACI, $55.3 million; Insession, $9.4 million; and IntraNet,
                      $7.8 million. Operating expenses for the quarter were
                      $59.6 million which, represents a decrease from $69.1
                      million for the third quarter of last fiscal year.

                      When comparing the two quarters, the following should be
                      noted. Last year's number included a goodwill impairment
                      charge of $9.3 million which reflected the write down of
                      the last component of the goodwill associated with our
                      Messaging Direct business.

                      This quarter reflects an increase in selling and marketing
                      expense associated with increased sales activity when
                      compared to the same quarter last year and the decrease in
                      cost of maintenance and services expense reflects the
                      results of restructuring efforts completed during the last
                      12 months.

                      During the quarter, the company completed a tax
                      restructuring and made the associated tax elections with
                      respect to our Messaging Direct Ltd. subsidiaries.

                      These actions resulted in a $12 million deferred tax
                      benefit which is reflected in the increase in deferred
                      income taxes on the balance sheet, as well as, in the
                      third quarter tax provision.

                      This benefit, which has significantly reduced the
                      company's effective tax rate for book purposes in 2004, is
                      expected to be realized in cash savings to the company
                      from future tax deductions taken through 2016.

                      The book benefit, as required by GAAP, is recognized in
                      it's entirety in the third quarter. The company also
                      reflected two other one-time items amounting to $1.4
                      million.

                      These offset the $12 million benefit from the MDL
                      restructuring and resulted in a net one-time tax benefit
                      for the quarter of $10.6 million or 28 cents per share.
                      Our assumed effective tax rate for the fourth quarter is
                      41% and is reflected in our revised guidance.

                      We are continuing to experience increases in deferred
                      revenue. This is reflected in the $10 million net increase
                      during the 9 months ended June 30. This is due to a number
                      of factors.

                      For example, in regard to sales of emerging products,
                      revenue recognition is different than that for established
                      products and generally is deferred until final acceptance
                      or first production use by the customer.

                      At that point, revenues may be recognized immediately or
                      ratably over an extended period. In addition, in instances
                      where customers are migrating to emerging products and the
                      migration results in a modification of an existing
                      agreement, currently recognized revenues may be deferred
                      to coincide with the delivery and acceptance of the newer
                      products.

                      As sales of these newer products make up a large
                      percentage of our total sales - larger percentage of our
                      total sales, the amounts of revenue deferred until later
                      dates may increase until such time that these products
                      achieve the maturity in the market place to allow us to
                      recognize the revenue on delivery.

                      Our ending backlog was $232.8 million. We include in
                      backlog all fees, specified and signed contracts to the
                      extent we believe at this time that recognition of the
                      related revenue will occur within the next 12 months.

                      Backlog is comprised of recurring backlog of $173.6
                      million and non-recurring backlog of $59.2 million. The
                      recurring components are monthly license fees of $73
                      million, maintenance fees of $89.5 million, and facilities
                      management fees of $11.1 million.

                      Non-recurring components are license fees of $34.4 million
                      and services of $24.8 million. Thank you very much for you
                      time this afternoon. I'll now turn the call over to Mark
                      Vipond for his comments on the ACI business unit.

Mark Vipond:          Thank you, Dave. Good afternoon, everyone. I am here to
                      give you an update on the third quarter results for ACI
                      Worldwide. ACI's revenue for the quarter was $55.3
                      million.

                      We signed a number of new contracts during the quarter.
                      Some of the highlights include system and capacity
                      upgrades over $100,000 at 13 customers; ACI licensed
                      products to 7 new customers in the quarter.

                      Those products included BASE24, BASE24-es, Proactive Risk
                      Manager, and WINPAY24. We had good sales results in the
                      past quarter with particular strength in the EMEA market
                      place in North America.

                      ACI licensed seven new applications to existing customers
                      during the quarter. These include licenses of our
                      BASE24-es, BASE24, Proactive Risk Manager, Mobile
                      Commerce, and Automated Key Distribution Systems software.

                      One of the more notable contracts in the quarter was
                      signed with Hewlett Packard for the operation of Toronto
                      Dominion's ATM network in Canada. Toronto Dominion had
                      been a customer of ACI since 1985 using our BASE24
                      software to operate their POS system and to support the
                      Interac network in Canada.

                      In 2003, they began evaluating options for operating their
                      ATM network which is supported with an in-house managed
                      system. Against a variety of competitors, a contract was
                      signed in June with HP to operate the system using ACI's
                      BASE24 and BASE24-es software.

                      This is a seven year contract that extends our long
                      standing relationship in providing software to support
                      Toronto Dominion's environment. We are very pleased to be
                      adding ATM support to our existing client relationship
                      with this customer.

                      As always, there a number of factors that are influencing
                      ACI's business. We believe the following opportunities and
                      issues may impact our business in the future. We believe
                      that demand within our market space is steady.

                      And, we are well positioned to respond to those
                      opportunities with our multi-platform ACI Commerce
                      Framework solution set. We believe that activity to
                      replace in-house support of EFT solutions will continue as
                      financial institutions and processors are forced to
                      respond to mandatory and market driven changes.

                      The recent contract with HP in support of Toronto Dominion
                      is evidence of this trend. We believe that sales for some
                      of our more recent product investments including
                      BASE24-es, Smart Chip Manager, and Payments Manager will
                      make up a larger percentage of our new sales.

                      We are pleased to see market acceptance of these new
                      products. In summary, ACI had good sales and solid results
                      for Q3. We believe we are well positioned in the EFT
                      software market with our current product strategies.
                      Thanks for your continued interest. And, I will now
                      introduce Greg Derkacht.

Greg Derkacht:        Thank you very much, Mark. I'm pleased with our quarterly
                      and year to date results. For the first 9 months of fiscal
                      2004, our revenue was up 9%. Our operating margin has
                      increased from 11.4% to 19.1%.

                      And, our net income up - is up significantly. As we have
                      stated, our Q3 EPS results of 49 cents included a net one
                      time tax benefit of 28 cents. This is one of several tax
                      planning initiatives that we've undertaken.

                      These tax initiatives began in second quarter of the last
                      fiscal year when our effective tax rate was in excess of
                      60%. Tax projects can be complex and expensive. And, ours
                      were no exceptions.

                      While we've encouraged significant expenses associated
                      with these projects, we continue to make good progress.
                      Our balance sheet continues to reflect our financial
                      strength with cash flow of approximately $159 million and
                      very little debt.

                      We continue to evaluate the best strategic use of our cash
                      including appropriate acquisitions. We continue to be
                      patient as we seek to identify candidates that will allow
                      us to leverage our key strengths, in particular, our
                      strong international direct channels which provide us
                      global sales and service coverage; a customer list that
                      includes some of the largest financial institutions around
                      the world; and proven software solutions for mission
                      critical systems.

                      As you also know, there has been a fair amount of M&A
                      activity in the financial services industry. The effect of
                      any bank merger on the company depends on many factors
                      including the role, if any, of a TSA customer in the
                      transaction.

                      Some recently announced mergers involve TSA customers on
                      both sides of the transactions. In these situations, we
                      anticipate losing some maintenance and some licensing fees
                      over a period of time but potentially increasing capacity
                      license fees, though the effect is difficult to determine.

                      The demand for our solution remains steady as we
                      experience good sales across most of our geographic
                      regions. We begin the fourth quarter with a 12 month
                      backlog of $232.8 million.

                      As a reminder, we continue to have contracts and portion
                      of contracts which are outside the current rolling 12
                      month backlog. In closing, we look forward to Q4 and the
                      completion of a strong fiscal 2004.

                      Assuming no significant change in the foreign exchange
                      rates, our annual revenue guidance range is being revised
                      from $282 to $292 million to a range of $291 to $296
                      million.

                      The company's also revising its EPS guidance from 74 cents
                      to 83 cents to a range of $1.10 to $1.17 which includes
                      the net one time tax benefit of $10.6 million or 28 cents
                      per diluted share.

                      We thank you very much for your continued interest in TSA.
                      And, at this time, we'll open up the conference call for
                      your questions. Thank you.

Operator:             At this time, I would like to remind everyone, in order to
                      ask a question, please press star then the number one on
                      your telephone keypad. We'll pause for just a moment to
                      compile the Q&A roster. Your first question comes from
                      Franco Turrinelli with William Blair and Company.

Franco Turrinelli:    Gentlemen, good afternoon.

Greg Derkacht:        Hi Franco.

Franco Turrinelli:    Just looking at a couple of things, more sequentially, I
                      guess. Relative to the March quarter, it looks as though
                      all the geographies and all the business segments were
                      slightly down.

                      And, I'm wondering if you could just give me a sense of
                      how much of that was just an unusually strong second
                      quarter, maybe some seasonal factors? Or, maybe something
                      that you're seeing in the other markets. Thanks.

Mark Vipond:          This if Mark. My reaction to that is, you know, as we've
                      talked a lot of times about the chunkiness and capacity
                      upgrades. While we had 13 capacity upgrades in the
                      quarter, there were no big sizable ones in there.

                      They were relatively small, all over $100,000. But, we
                      didn't have any extraordinarily large capacity upgrades.
                      And, realize relative to the license fees, you know, we
                      made more comments are about the new products.

                      So, that has had a tendency across the board, across the
                      company to push out the revenue associated with those
                      deals because of the delays of recognition based upon
                      acceptance or repression use from our customers. So, that
                      has actually equally impacted everybody across the - all
                      our regions across the globe.

Franco Turrinelli:    Yes Mark, I mean, it looks as though, you know - I mean,
                      you're getting on the one hand, you know, pretty decent
                      strength really across all geographies and all business
                      lines. I mean, it seems like a pretty balanced
                      performance from the entire business.

Mike Vipond:          Yes, I think, it's pretty steady across the line.
                      I mean, we've - Asia Pacific has still continued to be our
                      weakest region relative to sales success. And, it's
                      something that we're trying to address. But, EMEA has
                      particular strength.

                      And, in North America really came in on the heels of that
                      Toronto Dominion deal had very good sales success. And, so
                      we've had a fairly consistent performance across all
                      regions except for - with the exclusion of AP in terms of
                      sales.

Franco Turrinelli:    A couple of questions more on the numbers. You
                      commented on the deferred revenue balance noting, you
                      know, up growth into September 30. But, if I have my
                      numbers correct, it was about flat relative to March 31.
                      Is that correct?

David Bankhead:       This is Dave Bankhead. Relatively flat compared to March
                      31, but it has grown by about $10 million over the 9
                      months of this year. And, the point that we're making
                      there, Franco, we also saw some growth in deferred
                      revenue in fiscal year 2003.

                      And, that just again goes to the chunkiness of revenues.
                      And, as I mentioned earlier in the script, as we see more
                      sales that involve implementation of newer products that
                      tends to push our revenue out further. And, you see
                      evidence of that in the growth in deferred income, as well
                      as, cash being generated at a faster pace than income at
                      this point in time.

Franco Turrinelli:    Yes, that's a good point. David, is there any way to think
                      through a relationship? Indeed, is there any that would be
                      useful for us to understand the relationship between
                      deferred revenue backlog and actual in period revenue.

David Bankhead:       Well, as you know, Franco, it's complex. And, you've named
                      really all of the components that get effected any time
                      that you - that we enter into an agreement. You enter into
                      the agreement. It affects backlog obviously.

                      As we start to build that customer, amounts go into either
                      unbilled receivables and then billed receivables. And, if
                      there are deals that I've talked about earlier that
                      involve deferral of revenue, you see a build up in the
                      deferred revenue accounts.

                      So, it's all affected. You can go nuts trying to tie them
                      all together without really all of the individual pieces
                      including backlog. But, you hit the nail right on the
                      head. They're all affected.

Franco Turrinelli:    You're telling me to stop banging my head against a brick
                      wall, aren't you?

David Bankhead:       Well, you can do anything you want.

Mark Vipond:          You can come bang it with us.

David Bankhead:       It's pretty complex.

Franco Turrinelli:    Okay, one final question. David, do I have it right, year
                      to date - well, year to date, 69 cents excluding the
                      28 cent tax benefit, let's see, 97 cents right including
                      the tax benefit year to date, which would suggest your
                      fourth quarter number, you know, between 13 and 20 cents
                      to get to the guidance that you've given us.

                      You're obviously famously conservative. But, in the good
                      old days, the September quarter did tend to be, you know,
                      maybe the strongest quarter. Anything that we should be
                      aware of kind of going into the September quarter that
                      might be a little bit unusual one way or the other?

Greg Derkacht:        I don't think so, Franco. Historically, yes it has been
                      one of our better quarters. But, I think that, as Mark
                      mentioned on numerous occasions, our businesses
                      unfortunately is really difficult to predict because of
                      the chunkiness.

                      One of the things in the second quarter last - of this
                      fiscal year, there was a very large capacity upgrade which
                      basically caused that the revenue to be up some.

                      And, so - and, again it's just starting the quarter, it's
                      really difficult for us to predict what kind of activity
                      there's going to be, whether it be Mark's area or
                      Insession or IntraNet, etc., etc. So, I think, we're
                      famously conservative. I think, the business kind of
                      dictates that a little bit.

Mark Vipond:          This is Mark. I would expect sales would be just like it
                      always has historically been, Franco, and that in the last
                      quarter of our fiscal year. And, so sales personnel are
                      highly motivated to get as much as they can in. And, I
                      wouldn't expect that to change.

                      It really just comes down to which of those sales can
                      translate into revenue. And, depending on the mix of the
                      sales, it had a lot of preponderance for increase
                      percentage of new product sales that he can be well
                      assured there will be no revenue associated with it.

                      And, then it comes back, the real wild card, is do you
                      have any big capacity upgrade in there. And, those things
                      are binary, either they happen or they don't. I'm sure
                      there's things that we're looking at. But, you never know
                      if you're going to get them until you get them.

                      So, I don't think the sales number will - the sales
                      production will necessarily change in terms of the
                      seasonality. But, the way the revenue is recognized has
                      definitely changed.

Franco Turrinelli:    Okay.  I have a couple of follow ups.  But, I'll let other
                      people jump in. And, I'll stop hogging the line, thanks.

Greg Derkacht:        Thank you, Franco.

Operator:             Your next question comes from George Sutton with Craig
                      Hallum Capital.

George Sutton:        Hi guys. Wanted to address a couple of the statements made
                      on the call. First, the capacity upgrade piece, Mark, you
                      had mentioned that there were no sizable pieces in the
                      quarter. I view this like your gasoline tanks, sometimes
                      you're not going to fill your tank completely to the
                      extent you don't, you`re going to need gas more quickly.
                      Is that a fair way to look at this?

Mark Vipond:          Yes, and some other ones depending upon the ones that
                      trigger. If it's a - try to use your analogy, if they
                      drive a Volkswagen as opposed to an SUV, their gas tank is
                      smaller. Well, maybe it's a bad analogy. But, some of
                      these guys - you have to pass the upgrades. They don't do
                      100 million transaction a month. They might go from 10 to
                      12 million.

George Sutton:        But, if the underlying - I hate to keep with the analogy,
                      the underlying gas need, in this case, debit cards, smart
                      cards, etc., continues to be better than net, you know,
                      the net number over a period of time will be positive.

Mark Vipond:          Yes.

George Sutton:        Okay. You also mentioned with respect to Asia Pacific,
                      you were trying to address the issues there. What
                      specifically are you doing with respect to Asia Pacific?

Mark Vipond:          Without getting - well, in general, what we have done, we
                      reorganized about three months ago to basically make sure
                      that we have our entire products. We're being represented
                      across the entire region.

                      Because, we've come from the BASE24 mentality, a lot of
                      our distributors down there really only have the
                      wherewithal or, the capabilities of distributing that
                      product.

                      And, with the investments we've made throughout the ACI
                      Commerce Framework, we may have to rethink our
                      distribution mechanism, our partners. And, so we're
                      re-looking at the entire area in terms of how we go
                      forward to promote the entire breathe of our solutions.

George Sutton:        And, this is something we should look for having an impact
                      in the next 6 to 12 months?  Is that a fair way to...

Mark Vipond:          Well, I certainly am looking for more sales, whether or
                      not again, that translates into revenue in terms of the
                      P&L, you know, especially in Asia Pacific, we also have
                      from a revenue recognition standpoint that we do a lot of
                      things on a cash basis also.

                      That we want to make sure we get the cash, even if we have
                      the ability to recognize based upon the accounting
                      principles, we want to make sure we have the cash before
                      we do so.

George Sutton:        Got you. You - it seemed to have initiated an advertising
                      program just in the last month or so from what we can tell
                      in a lot of the trade rights. Can you give us any early
                      indication on how that's going?

Mark Vipond:          Well, that's - I mean, really to the BASE24...

George Sutton:        Yes.

Mark Vipond:          It's really more of a educational thing. One of the things
                      that we've found with our marketing surveys with clients,
                      as well as, prospects is that we're still predominantly
                      known for BASE24 on Tandem and not everybody understands
                      our strategy and our ability to provide multi-platform
                      solutions.

                      So, it's going to be one of those things that's hard to
                      measure the success, as always, with advertising. But,
                      it's more of an informational type thing and interest
                      drawing thing, as opposed to specific results as we're
                      going to get this many leads.

George Sutton:        Now, the total dollars involved, I assume, are relatively
                      small?

Mark Vipond:          Well, anything over a buck seems like a lot to me. I
                      think, in the end, for our overall campaign which will
                      last through next year, on a periodic basis is somewhere
                      around $500,000.

George Sutton:        Okay. The - if you just give us an update on the update or
                      the process of the BASE-es or BASE24 installs?  So, that
                      we've got some sense - those are on time? It's a revenue
                      recognition issue more than a timing of implementation.

Mark Vipond:          In this last quarter, in Q3 results, one of the - some of
                      the revenue was associated with one of those clients
                      being recognized.  We have a number of projects going on.

                      I would expect some of those to be recognized this
                      quarter, this quarter being Q4. Some of them go into
                      fiscal year 2005, none of them go beyond FY 2005. We just
                      signed up another client yesterday here in the U.S.; a
                      mid-tier sized organization who's deploying it on a HP NSK
                      System surprisingly.

                      We have sold another system in the - we sold a system in
                      the Middle East last quarter which will be our first
                      Middle Eastern, that will be on a (Sun Solaris). So,
                      things are progressing, never as fast as we would like.

                      There's always moving parts, nothings changed in that
                      typical implementation for our software is a six to nine
                      month cycle, even for a BASE24. So, it's no different with
                      es in terms of internal processes that have to be
                      accommodated.

                      The biggest difference that we have is that we won't
                      necessarily have all the modules that we have on BASE24
                      readily available on BASE24-es. So, that adds some
                      additional time to have to go build the interchange
                      interfaces of the device handlers that are commonly
                      available on BASE 24.

                      We may have to build those within a given project. And,
                      that tends to elongate the six to nine months a little
                      further even. But, we are making progress.

                      And, well we're making good progress actually. And, so I'm
                      pretty well aware of all the customer projects that we
                      have going on. And, I expect more revenue to be recognized
                      as we go forward.

George Sutton:        Great. One last thing for David. Just to be clear on your
                      tax rate, you benefit when you take this deferred tax
                      asset. And, you're, therefore, are seeing a reduction in
                      your tax rate over the next, well I guess in this case,
                      11 years or so.  Is that correct?

David Bankhead:       No, that's not correct.

George Sutton:        Okay.

David Bankhead:       The - let me add a little bit more color to this
                      transaction. This transaction is obviously a very large
                      transaction. And, we will have a cash benefit from the
                      deductions filed on our tax returns over the next 12 years
                      for approximately $1 million a year. GAAP accounting
                      requires that you recognize the entire benefit of that
                      transaction in the quarter in which you completed the
                      transaction.

George Sutton:        Okay.

David Bankhead:       The $12 million benefit for which we're setting up a
                      deferred tax asset in recognizing the benefit during the
                      third quarter. Now, the 41% effective tax rate for the
                      fourth quarter reflects some other strategic tax actions
                      that we've taken that will pull that rate down.

George Sutton:        Okay, perfect. Thank you.

Operator:             Your next question comes from Shane Diamant with
                      Stephens, Inc.

Shane Diamant:        Good morning. I'm sorry, good afternoon.

Greg Derkacht:        Good afternoon.

Shane Diamant:        A couple of questions for you just to kind of follow up on
                      a previous call. Other than some additional advertising,
                      can you maybe provide some more color on your selling and
                      marketing activities looking, I guess, to year over year.
                      They're up about - the expenses are up about 17%.

Mark Vipond:          Yes, okay. So, it's - we've had, I think, last quarter we
                      said the same thing. We had good sales. We have had two
                      very strong sales quarters. Q1 was okay. Q2 was good.
                      Q3 was good.

                      As a consequence, we're paying, which is a good problem to
                      have, we're paying out more commissions. And, the way we
                      do accounting for this, if we have commission that are due
                      or payable to our sales personnel based upon the sales
                      they generate, we accrue for that in the quarter upon
                      which the sale is made, even though we don't have the
                      revenue or any of that that necessarily goes along with
                      it.

                      So, what that increase reflects is good sales activity. I
                      mean, you take the Toronto Dominion deal as an example. I
                      mentioned that, the seven year commitment, a very healthy
                      sales compensation paid to the sales personnel involved
                      with that.

                      Revenue to be ratably recognized over seven years. But,
                      yes, we incur the expense this last quarter. So, that's a
                      negative but actually a positive side when we pay - I'm
                      happy to pay as much sales commission as we possibly can,
                      if that makes sense.

Shane Diamant:        Makes total sense. Just kind of a follow up, I guess,
                      question that a broader look at the overall sales
                      environment. Have you seen anything, I guess, that
                      surprised you in the first half of this calendar year
                      versus maybe what you expected, I guess, starting in
                      January? And, then maybe looking forward to, at the second
                      half of the year, any changes that maybe you expect to see
                      or would hope to see?

Mark Vipond:          I guess, the biggest surprise and I don't know if it's a
                      huge surprise, but a surprise was the strength of EMEA
                      market place. They have had a very, very powerful year
                      relative to sales.

                      Asia Pacific, I knew, would be struggling. It's struggling
                      probably a little bit more than I would have expected. So,
                      that's probably the only real big surprise. I mean, our
                      sales has been up from last year.

                      I think, above what our targets were so far for this year.
                      And, I expect a good Q4. And, no I don't see anything else
                      that's changing. Demand is pretty steady. And, it's fairly
                      consistent.

                      The only thing I'm hoping for is that, we have some uptick
                      in our Asia Pacific over time, as we get some production
                      from our efforts to reinvigorate our selves down there.

Greg Derkacht:        Yes, also, there's - as it's relates to Insession, the
                      sales the first three quarters of the year have been very
                      strong, also. And, maybe a little bit unexpectedly so.
                      But, they've had very, very good performance.

Shane Diamant:        Okay, thank you.

Operator:             Once again, I would like to remind everyone, in order to
                      ask a question, please press star then the number one on
                      your telephone keypad. Your next question is a follow up
                      from Franco Turrinelli with William Blair and Company.

Franco Turrinelli:    Hey, it's me again. I stopped banging my head against the
                      wall. Two questions, one talking of, you know, partnership
                      arrangements, you know, new products and that sort of
                      stuff. Tell us a little bit more about this Visibility
                      deal with Insession.

Mark Vipond:          The Visibility deal, I'm not sure what you're referring
                      to.

Greg Derkacht:        Yes, Franco, I don't understand either.

Franco Turrinelli:    Well, there was a press release, let's see July 6,
                      Visibility Corporation working with Insession, no.

Bill Hoelting:        Yes, Franco, this is Bill Hoelting. Yes, I do remember the
                      press release. I don't remember the details of it.

Franco Turrinelli:    Okay, well I think, you've answered the question. It
                      doesn't sound like...

Bill Hoelting:        No, I will circle back to you. I think, we were moving
                      forward with a relationship with another partner within
                      the Insession group.

Franco Turrinelli:    Right.  But, it doesn't sound as...

Bill Hoelting:        Well, it's early. You know, we tend to announce when we
                      first sign. But, it's early in the relationship. So - but,
                      we tend to announce new partnership relationships.

Franco Turrinelli:    Okay. On a separate note, clearly we want more and more
                      electronic transactions. There's obviously been a lot of
                      hullabaloo about the checked 21 Act and what that might
                      do.

                      The reality is that ACH conversion is a much more real and
                      much more near term impact. Are you seeing any kind of
                      benefit from ACH or from other check electronification
                      programs that we might be factoring in to some of the
                      demand for a product? And, maybe some capacity upgrades?
                      Thanks.

Mark Vipond:          This is a question we get frequently. As it sits today, I
                      don't see any - the best that I see as it relates to ACI's
                      business is that there may be more checks deposited in
                      ATM's, our points of service that we may benefit from the
                      capacity increasing from that - resulting from that.

                      But, in terms of the processing of the image, we're really
                      just a transport vehicle to get from that device back to
                      the software, the storage software, the imaging storing
                      software back to the bank or financial institution.

                      So, as it sits today, we have not been requested nor have
                      we seen an opportunity to provide much value to that
                      transaction other than just being a transport vehicle. I
                      don't think - or maybe I have a misread of it. But, I
                      don't think we're hearing it from our customer that
                      there's something else they've looking for from us to ride
                      in that value.

Franco Turrinelli:    Do you go get an ACH transaction at some point would
                      filter through a TSA product, right?

Mark Vipond:          If the ACH - there's some ACH product offerings that the
                      IntraNet business unit offers, correct.

Franco Turrinelli:    Okay.

Mark Vipond:          So, as they become electronic, you know, there's
                      potential that the volume can increase in terms of the
                      number of transactions from the ACH system that is a valid
                      statement. So, that may have some impact relative to the
                      volumes that IntraNet has processing through their
                      software.

Franco Turrinelli:    Would an ACH transaction that ultimately needs to hit a
                      consumer DDA, also, end up hitting a BASE24 system if one
                      is installed?

Mark Vipond:          Boy, I - the answer right now would be no. I don't think
                      - we don't have ACH traffic - the ACH traffic doesn't
                      typically go through BASE24 to get back access to the
                      account. They have direct interfaces into the accounting
                      systems or the core banking systems in a batch mode as
                      opposed to online mode with us.

Franco Turrinelli:    Okay. Great, thank you.

Mark Vipond:          All right.

Operator:             Once again, ladies and gentlemen if you would like to ask
                      a question, please press star then the number one on
                      your telephone keypad. At this time, there are no further
                      questions.

Greg Derkacht:        Thank you very much everyone.

Bill Hoelting:        This concludes our quarter call, thank you.

Operator:             This concludes today's Transaction Systems Architect
                      Third Quarter Financial Results Conference Call. You may
                      now disconnect.


                                       END