~~TABLE~~UNITED OFSTATES SECURITIES ~~CONTENTS~~AND EXCHANGE COMMISSION

~~Item 7. Financial Statements~~WASHINGTON, ~~Pro~~DC ~~forma Financial Information and Exhibits Item 12. Results of Operations and Financial Condition Signatures Exhibit 99.1 Press Release~~20549

~~Table~~FORM ~~of Contents~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~SECURITIES~~Date ~~AND~~of ~~EXCHANGE~~report ~~COMMISSION Washington, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15~~(d)Date of ~~the Securities~~earliest ~~Exchange~~event ~~Act~~reported): ofMay 27, ~~1934~~2004

~~April 15~~NATIONAL PROCESSING, ~~2004~~INC.

(~~Date~~Exact Name of ~~report~~Registrant as Specified in Charter)

NATIONAL PROCESSING, INC.


Ohio	1-11905	61-1303983

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

(Exact name of registrant as specified in its charter)


1900 East Ninth Street, Cleveland, Ohio		44114-3484

(Address of Principal Executive Offices)		(Zip Code)

Ohio		1-11905		61-1303983
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(216) 222-3368

1900 East Ninth Street Cleveland, Ohio		44114-3484
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code)

~~(216) 222-3368 (Registrant’s telephone number, including area code)~~1

~~Table~~Item of5. ~~Contents~~Other Events and Required FD Disclosure

~~Item 7.~~ In ~~Financial~~response ~~Statements~~to press reports, ~~Pro~~National ~~forma~~Processing, ~~Financial~~Inc. ~~Information~~announced that its board of directors is reviewing the company’s various strategic alternatives. The press release is attached as exhibit 99 to this Form 8-K and ~~Exhibits~~incorporated herein by reference.

~~(a) FINANCIAL~~Item ~~STATEMENT~~7. OFFinancial ~~BUSINESS~~Statements, ~~ACQUIRED:~~Pro ~~None~~ Forma Financial Information and Exhibits.

(a) Financial Statements of Businesses Acquired: Not applicable (b) ~~PRO~~ ~~FORMA~~Pro ~~FINANCIAL~~Forma ~~INFORMATION~~Financial Information: ~~None~~ Not applicable (c) Exhibits: 99 – News Release

~~(c) EXHIBITS:~~SIGNATURES

~~99.1~~Pursuant ~~News~~to ~~Release,~~the ~~dated~~requirements ~~April 15~~of the Securities Exchange Act of 1934, ~~2004~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 12. Results of Operations and Financial Condition


	National Processing, Inc.

	(Registrant)


Dated: May 28, 2004	By	/s/ Carlton E. Langer

		Carlton E. Langer
		Secretary

~~On April 15, 2004, the Registrant issued a News Release reporting earnings and~~2 ~~including a financial summary for the quarter ended March 31, 2004.~~

Reference is made to the News Release, dated April 15, 2004, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Form 8-K is being furnished pursuant to Item 12 of Form 8-K.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

NATIONAL PROCESSING, INC. (Registrant) By: /s/ Carlton E. Langer Name: Carlton E. Langer Title: Secretary

Dated: April 15, 2004

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