FORM 4

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

(Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section
17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the
Investment Company Act of 1940

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 1. Name and Address of Reporting Person *

(Last)            (First)              (Middle)

(Street)

(City)       (State)          (Zip)

 2. Issuer Name and Ticker
    or Trading Symbol

Certegy Inc.   CEY

 3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

 4. Statement for
 (Month/Day/Year)

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

  / 

 6. Relationship of Reporting Person(s) to Issuer

     (Check all applicable)

      Director

      10% Owner

   X   Officer (give title below)

      Other (specify below)

Senior Vice President and Group Executive - Check Services  

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

   X   Form filed by One Reporting Person

      Form filed by More than One Reporting Person

1. Title of Security
(Instr. 3)

2. Transaction Date (Month/Day/
Year)

2A. Deemed Execution Date, if any (Month/Day/
Year)

3. Transaction Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)

7. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

2/12/2002

A

V

16,000

A

D

Common Stock

12/31/2002

M

1,210

A

$21.0164

D

Common Stock

12/31/2002

F

1,035

D

$24.55

26,220

D

Common Stock

137

I

By IRA

Common Stock

1,015.73

I

By 401(K) Plan

Total:

27,372.73

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date
(Month/Day/
Year)

3A. Deemed Execution Date, if any (Month/Day/
Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Securities: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date
Exercisable

Expiration
Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$21.0164

12/31/2002

M

1,210

(1)

1/29/2007

Common Stock

1,210

-0-

D

Employee Stock Option (right to buy)

$34.96

2/12/2002

A

V

43,146

(2)

2/12/2012

Common Stock

43,146

43,146

D

 Explanation of Responses:

(1  The option is a replacement of an option, which was originally granted on January 29, 1997 under Equifax Inc.'s Stock Option Plan. The replacement was in connection with the July 7, 2001 distribution by Equifax of all the outstanding common stock of Certegy to the shareholders of Equifax.  The original option has vested in full, with a portion of the fully vested option having been exercised and previously reported.

(2)  14,646 options vested on the date of grant, with the remaining 28,500 shares vesting in three equal installments on each of the first, second and third anniversaries of the date of grant.

** Signature of Reporting Person

Date