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		SEC Comment Letter

October 24, 2011

Mara L. Ransom

Assistant Director

United States Securities and Exchange Commission

Mail Stop 3561

100 F Street, NE

Washington, D.C. 20549

Re:    Global Payments Inc.

Form 10-K for Fiscal Year Ended May 31, 2011

Filed July 25, 2011

Definitive Proxy Statement on Schedule 14A

Filed August 18, 2011

File No. 001-16111

Dear Ms. Ransom:

This letter sets forth the responses of Global Payments Inc. (the “Company”) to the comments of the staff of the Commission, dated September 26, 2011, with regard to the above referenced filings.  Those comments requiring changes to our periodic disclosure will be reflected in our required filings as detailed below, including our  Form 10-Q for the quarter ended August 31, 2011, the Form 10-K for the year ending May 31, 2012 and the Definitive Proxy Statement on Schedule 14A for the year ending May 31, 2012, as applicable.

For convenience, each Staff comment is reprinted, numbered to correspond with the paragraph numbers assigned in the Staff's letter, and is followed by the corresponding response of the Company.

Form 10-K for the Fiscal Year ended May 31, 2011

General

1.

 Comment:  Please file, with your next periodic report, complete copies of each of your credit facilities, including the schedules and exhibits thereto, which are currently filed as Exhibits 10.23, 10.29, 10.31 and 10.41 to the report.  While you may omit schedules and exhibits to agreements filed pursuant to Item 601(b)(2) of Regulation S-K, you may not omit schedules and exhibits to agreements filed pursuant to Item 601(b)(10) of Regulation S-K.

Response:   We filed complete copies of each of our credit facilities, including the schedules and exhibits thereto, as exhibits to our Form 10-Q for the quarter ended August 31, 2011, which are currently filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to the report.

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Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations, page 26

2.

 Comment:  Please discuss the material impacts that you expect the Durbin Amendment to have on your results of operations and financial condition.  We note that Mr. Garcia stated in your fourth quarter earning conference call that the Durbin Amendment will be a “net positive” and will be “beneficial for [you] for some pricing opportunities.”  Please also discuss the extent to which you expect the Comerica investment would cause your fiscal 2011 results of operations to not be indicative of your future results of operations.  See Item 303(a)(3)(ii) of Regulation S-K and Instruction 3 to Item 303(a) of Regulation S-K.

Response:   We are still evaluating the impact the Durbin Amendment will have on our results of operations and financial condition. While we expect our revenues and operating income to increase as a result of interchange reductions, we are not currently able to quantify such impact.  We propose to make disclosures similar to the following in future filings, commencing with our Quarterly Report on Form 10-Q for the three and six months ending November 30, 2011.

On June 29, 2011, the Federal Reserve board adopted the final rule implementing Section 1075 (“the Durbin amendment”) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Effective October 1, 2011, the Durbin amendment caps the amount of interchange that card issuers may charge on debit transactions.  We expect our interchange expense to go down as a result of the Durbin amendment. We recognize revenue net of interchange expense. We plan to offer our customers price reductions as a result of the interchange expense reduction, but we also expect our revenues to increase as a result of lower interchange expense with a resulting increase in operating income as well.  With respect to our ISO channel, we expect reduced interchange fees to lead to higher revenues and a proportional increase in ISO commission expense, with an associated reduction in our operating margin.

To the extent material, we will quantify the actual impact of the Durbin Amendment on our results of operations and financial condition in future filings.

Regarding the Comercia acquisition, we included the following disclosure in the introduction to the Results of Operations section of Management's Discussion and Analysis of Financial Condition and Results of Operations in our Quarterly Report on Form 10-Q for the three months ended August 31, 2011.

Comercia's results of operations are included in our consolidated results of operations and results of operations of our International merchant services segment from December 20, 2010, the date we acquired our controlling financial interest.  Accordingly, results of operations for the three months ended August 31, 2011 reflect the results of Comercia's operations, while results of operations for the three months ended August 31, 2010 do not.

We plan to include similar disclosures in future filings. Additionally to the extent that we have future acquisitions or other events that would cause our results of operations to not be indicative of our future results of operations we will include disclosures in accordance with Item 303(a)(3)(ii) of Regulation S-K.

Item 15- Exhibits, Financial Statement Schedules, page 96

3.

 Comment:  Please revise the description of Exhibit 10.31 to reference the date of the Current Report on Form 8-K with which the Term Loan Credit Agreement dated July 10, 2009 was filed.  Please also revise the description of Exhibit 10.41 to include the date of the Revolving Credit Agreement and the date of the Current Report on Form 8-K with which it was filed.

Response:  In response to comment 1 above we filed complete copies of each of our credit facilities, including the schedules and exhibits thereto, as exhibits to our Form 10-Q for the quarter ended August 31, 2011.  Accordingly, we revised the descriptions of the exhibits to reference our Form 10-Q for the quarter ended August 31, 2011 rather than the original date of the Current Report on Form 8-K.

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The revised descriptions of the exhibits read as follows:

10.3     Term Loan Credit Agreement with exhibits and schedules dated as of July 10, 2009, among Bank of America, N.A., Banc of America Securities LLC, Compass Bank, Toronto Dominion (New York) LLC, Bank of Tokyo-Mitsubishi UFJ Trust Company, SunTrust Bank, and U.S. Bank, N/A., and lenders named therein, filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q dated August 31, 2011, File No. 001-16111.

10.4      Revolving Credit Agreement with exhibits and schedules dated as of Credit Agreement dated December 7, 2010, among Global Payments Inc. and a syndicate of financial institutions, filed as Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q dated August 31, 2011, File No. 001-16111.

Signatures, page 101

4.

 Comment: Please move the signatures for the persons signing in their capacities as your principal executive officer, principal financial officer and principal accounting officer to below the second paragraph.  Please continue to have an authorized officer sign on your behalf below the first paragraph.

Response:  We will comply with this comment in future filings, commencing with our Form 10-K for the fiscal year ending May 31, 2012.

Definitive Proxy Statement on Schedule 14A

Election of Directors; Nominees, page 5

F. Overview of Executive Compensation Program Elements, page31,

Short Term Incentives, page 32

Annual Performance Plan, page 32

Payout Based upon Individual Performance Objectives, page 35

5.

 Comment:  Please disclose the actual performance objectives that you established for each named executive officer for fiscal 2011.  Please also disclose whether each named executive officer met the objectives established for him and how you determined the percentage of target that each named executive officer achieved.

Response:  For FY2011, each executive had between five and eight individual objectives. Each of the executive's objectives was given a weighting that determined the portion of the individual performance bonus opportunity that was allocated to that objective.  For example, more important objectives may comprise 25% of an executive's opportunity while a less critical objective may comprise 10%.  Collectively, all of the executive's objectives totaled 100% of his or her individual performance bonus opportunity.

At the end of the year, the CEO reviewed the performance of each Named Executive Officer (“NEO”) (other than himself) against his or her objectives, and determined to what extent each objective was achieved, assigning a percentage of achievement to each objective. The percentage achievement was used to determine the payment related to each objective.  The Compensation Committee approved the final payments. The Lead Director and the Compensation Committee reviewed Mr. Garcia's performance against his objectives and determined the amount payable.

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The table below highlights the individual objectives, achievement levels and payout amounts for each NEO for fiscal 2011.

Executive Officer

 Highlights of Individual Objectives

 Assessed Achievement

 Payout Amount

Paul R. Garcia

 Establishing a five year strategic plan, driving employee engagement, successfully positioning the Company externally, and other employee related initiatives.

 98%

 $

 235,000

David E. Mangum

 Effective leadership of the financial functions, including improvements and achievements in planning, budgeting, capital allocation, reporting and investor relations.

 98%

 $

 98,972

Jeffrey S. Sloan

 Successfully realigning and repositioning certain business units, progress related to mergers and acquisitions, and entering new markets.

 95%

 $

 145,427

Joseph C. Hyde

 Facilitating growth in international businesses, acquisitions, and employee engagement.

 100%

 $

 86,520

Suellyn P. Tornay

 Developing and enhancing enterprise risk management and compliance initiatives, managing legal issues in acquisitions, and management of regulatory matters.

 95%

 $

 64,294

The individual objectives component of the annual performance plan ranges in value from 2% - 5% of an NEO's total compensation.

We intend to include a similar disclosure with respect to the applicable performance objectives in future proxy statements, commencing with the proxy statement related to the 2012 annual meeting.

Long Term Incentive Program, page 36

6.

 Comment:  Please disclose your policies for allocating 25% of the LTI value to stock options and 75% of the LTI value to performance units.  See Item 402(b)(2)(iii) of Regulation S-K.

Response:  The Compensation Committee implemented an LTI program utilizing two different types of LTI awards in order to incent and reward executives to increase share price over time (stock options) as well as incent executives to enhance certain operational metrics (performance units). In determining the use of these plans and the allocation, the Committee took into account competitive market practices of peer group companies, the belief that a blend of equity awards provides both an incentive and retention effect, and the belief that a use of various LTI awards mitigates compensation risks that may be associated with the use of a single LTI vehicle.

The decision to more heavily weight the LTI program to performance units (75%) was made by the Compensation Committee in its discretion, with the support of our independent compensation consultant.

We intend to include a similar disclosure regarding the basis for allocating compensation to different forms of LTI in our future proxy statements, commencing with the proxy statement related to the 2012 annual meeting.

B. Grants of Plan-Based Awards, page 45

7.

 Comment:  Please revise the table to show the grants of stock awards and the grants of option awards in the same row as the row disclosing their grant date fair value.

Response:  The table showing Grants of Plan-Based Awards included in our Edgar filing contained formatting errors resulting in your comment.  The same table was correctly formatted in the printed versions of our proxy statement, as well as in the PDF version included on the website for electronic solicitation and voting.  As a

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result, we do not believe there was any confusion among our shareholders on this information.  We have included the correct version of the table below:

GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2011

Name

 Grant Date

 Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)

 Estimated Future Payouts Under Equity Incentive Plan Awards (2)

 All Other Stock Awards Number of Shares of Stock or Units (4)

 All Other Option Awards: Number of Securities Underlying Options

 Exercise Price of Option Awards

 Grant Date Fair Value of Stock and Option Awards (3)

 Threshold  ($)

 Target

 ($)

 Max.

 ($)

 Threshold (#)

 Target

 (#)

 Max.

 (#)

(#)

 (#)

 ($/sh)

 ($)

(a)

 (b)

 (c)

 (d)

 (e)

 (f)

 (g)

 (h)

 (i)

 (j)

 (k)

 (l)

Garcia

 7/29/2010

 480,000

 1,200,000

 2,400,000

 n/a

7/29/2010

 38,948

 77,986

 155,972

 2,916,676

7/29/2010

 58,490

 37.40

 663,550

Mangum

 7/29/2010

 118,125

 337,500

 573,750

 n/a

7/29/2010

 10,027

 20,054

 40,108

 750,020

7/29/2010

 15,041

 37.40

 170,635

Sloan

 7/29/2010

 178,500

 510,000

 918,000

 n/a

6/1/2010

 n/a

 n/a

 n/a

 50,000

 2,072,000

6/1/2010

 25,000

 41.44

 322,011

Hyde

 7/29/2010

 100,940

 288,400

 490,280

 n/a

7/29/2010

 7,521

 15,041

 30,082

 562,533

7/29/2010

 11,281

 37.40

 127,979

Tornay

 7/29/2010

 78,750

 225,000

 382,500

 n/a

7/29/2010

 6,128

 12,255

 24,510

 458,337

7/29/2010

 9,192

 37.40

 104,280

(1)

 The amounts contained in columns (c), (d), and (e) reflect the annual incentive opportunities under the Company's Annual Performance Plan, which are further described in the Compensation Discussion and Analysis section under the sub-heading “Annual Performance Plan.” At the time of the filing of this proxy statement, the actual results were certified, and each of the Named Executive Officers received the following amounts: Mr. Garcia - $1,153,991; Mr. Mangum - $325,950; Mr. Sloan - $ 492,019; Mr. Hyde - $280,477; and Ms. Tornay - $215,612. The dollar amounts listed in the foregoing sentence are the amounts that are reflected in the Summary Compensation Table under column (g).

(2)

 The number of performance-based restricted stock units contained in columns (f), (g), and (h) reflect threshold, target, and maximum award opportunities which are further described in the Compensation Discussion and Analysis section under the sub-heading “Performance-Based Restricted Stock Units.” At the time of the filing of this proxy statement, the actual results were certified, and each of the Named Executive Officers received the following restricted stock awards: Mr. Garcia - 73,557; Mr. Mangum - 18,916, Mr. Sloan - n/a; Mr. Hyde - 14,187; and Ms. Tornay - 11,559. As described in the Compensation Discussion and Analysis section, such performance-based restricted stock units were converted into a restricted stock grant dated July 29, 2011 - 25% of the shares were paid to the executive immediately, and the remaining 75% of the shares will vest in three equal installments over the next three years.

The grantees did not have the right to vote the underlying shares, and dividends were not payable to the grantees with respect to such performance-based restricted stock units, until they were converted into a restricted stock grant after the results for fiscal year 2011 were certified. Once converted, dividends will be paid on such shares at the same rate as all of the Company's shareholders.

(3)

 The amounts in column (l) reflect the aggregate grant date fair value of awards computed in accordance with

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FASB ASC Topic 718.  Assumptions made in the calculation of these amounts are included in Note