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 (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
                 -----------------------------------------------
              (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.

(c)  The Company has provided Arthur Andersen LLP with a copy of the disclosures
     it is making in response to Item 304(a) of Regulation  S-K. The Company has
     requested  that Arthur  Andersen LLP review the  disclosure and furnish the
     Company with a letter addressed to the Commission stating whether it agrees
     with the  statements  made by the  Company in  response  to Item  304(a) of
     Regulation  S-K and,  if not,  stating  the  respects  in which it does not
     agree.  Such letter will be filed by amendment as an exhibit to this Report
     upon receipt of the same.

                                       2



                                   SIGNATURES

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

                                              USCI, INC.

Dated: January 8, 2001
                                              By: /s/ Lee Feist
                                                 -------------------------------
                                                  Lee Feist
                                                  President and Chief Executive
                                                  Officer