UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 8-K/A


                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)    December 29, 2000
                                                  ---------------------


                                   USCI, INC.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Delaware                    0-22282                    13-3702647
----------------------------      ---------------         ----------------------
(State or other jurisdiction       (Commission            (IRS Employer
 of incorporation)                  file number)          Identification Number)


                 5555 Triangle Parkway, Norcross, Georgia 30092
               --------------------------------------------------
               (Address of principal executive offices)(Zip Code)


                                 (678) 268-2300
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              (Registrant's telephone number, including area code)


           ----------------------------------------------------------
         (Former name and former address, if changed since last report)


Item 4.  Changes in Registrant's Certifying Accountant

(a)  (i) On December 29, 2000,  Arthur  Andersen LLP notified  USCI,  Inc.  (the
     "Company") that it was resigning as the Company's independent accountant.

     (ii) Arthur  Andersen  LLP's  reports on the financial  statements  for the
          years  ended  December  31,  1998 and 1999 did not  contain an adverse
          opinion  or  disclaimer,  and were not  qualified  or  modified  as to
          uncertainty,  audit scope, or accounting  principles,  except that the
          reports for both years contained a "going concern" paragraph.

     (iii) Not applicable.

     (iv) During the Company's  two most recent fiscal years and any  subsequent
          interim period preceding the resignation of Arthur Andersen LLP, there
          were no  disagreements  with  Arthur  Andersen  LLP on any  matter  of
          accounting principles or practices, financial statement disclosure, or
          auditing scope or procedure,  which disagreement(s) if not resolved to
          the  satisfaction  of Arthur  Andersen  LLP,  would have caused Arthur
          Andersen  LLP  to  make   reference  to  the  subject  matter  of  the
          disagreement(s) in connection with its report.

          (A)  Not applicable.

          (B)  Not applicable.

          (C)  Not applicable.

     (v)  During the Company's  two most recent fiscal years and any  subsequent
          interim period preceding the resignation of Arthur Andersen LLP, there
          have been no reportable events of the type required to be disclosed by
          Item 304(a)(1)(v) of Regulation S-K.

(b)  Not applicable.

Item 7.  Financial Statements and Exhibits

(c)  Exhibits

     Exhibit No.          Description
     -----------          -----------
     16   Letter from Arthur Andersen LLP re: change in certifying accountant

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                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K/A to be signed on
its behalf by the undersigned hereunto duly authorized.

                                     USCI, INC.

Dated: January 25, 2001
                                     By:   /s/ Lee Feist
                                         -------------------------------
                                         Lee Feist
                                         President and Chief Executive Officer


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