In their fascination with the proposed Microsoft-Intuit merger and its possible consequences, bankers and other observers may have overlooked a lower-profile but critical connection between the two software companies.

If the Justice Department clears Microsoft Corp.'s $1.5 billion purchase of the maker of Quicken, Microsoft will also pick up National Payment Clearinghouse Inc. of Downers Grove, Ill.

NPCI, a processor of electronic bill payments, became an Intuit subsidiary last July - after it had been working with Microsoft for at least a year on banking-related projects.

The big software merger would bring everything full circle for NPCI, placing it and its founder - Bruce A. Burchfield - squarely in the eye of one of the biggest hurricanes ever to blow through the banking industry.

NPCI was actually responsible for signing the four banks that areproviding services to personal computer owners with the Microsoft Money personal finance computer program - U.S. Bancorp, First Chicago Corp., Michigan National Corp., and Chase Manhattan Corp.

Mr. Burchfield, who developed and nurtured those relationships, may be exactly what Microsoft needs to make its message more palatable to a suspicious banking community.

He has many friends in the industry, having headed electronic banking efforts at First Chicago Corp., helped organize the Cash Station and Cirrus automated teller machine networks, and served as chief executive of Cirrus System Inc.

"I got into this business because I spent the last 15 years working on projects to make banking easier and better," he said. "As banks work with us, they will become more at ease with us."

Placing NPCI and Microsoft in "the classic catalyst role," Mr. Burchfield claimed that banks can retain control of their markets in the coming electronic age.

His current boss, Intuit chairman Scott Cook, has long been a student of the banking industry, and he envisioned the Quicken software as an enhancement to financial relationships, the most crucial of which are basic bank accounts.

Many bankers are already convinced that Quicken can be their friend; at least four banks with PC delivery systems made the same judgment about Microsoft's Money 3.0.

Mr. Cook said recently that he was attracted to Mr. Burchfield's company for its expertise in bill paying, which will become an increasingly important aspect of computer-based financial services.

Mr. Burchfield's extensive contacts in the banking industry, complementing those of Mr. Cook, are sure to play a key role in any attempt by Microsoft to build the desired relationships and partnerships with bankers.

Unfortunately for Microsoft, bankers who haven't gotten or accepted the Burchfield-Cook message were bent out of shape by a Newsweek article last July in which Bill Gates called banks "dinosaurs."

In the same article, the Microsoft chairman also said he was actively pursuing the purchase of a "check processing company" that could help bypass the banking system, presumably generating fee income for Microsoft.

"Microsoft was interested in me," Mr. Burchfield said, though he would not confirm that Mr. Gates was referring to National Payment Clearinghouse. A few days after the article was published, Intuit acquired NPCI for $6.8 million in stock.

That NPCI stands to join the Microsoft fold after all is no less improbable than other pairings within the rapidly shifting boundaries of the information highway. Might the NPCI connection have increased Intuit's value in Microsoft's eyes?

"Even if you took Microsoft out of the equation," Mr. Burchfield said, his company would have occupied a meaningful place within Intuit and in the larger scheme of electronic commerce.

The anti-Microsoft sentiment stems from the anticipated struggle for control of the bank's customer relationships. These relationships are based on information about the customers and their transactions and accounts - data that, in turn, run through the NPCI host computers.

On this issue, Mr. Burchfield takes a middle-of-the-road stance. He says both parties should share the customers. And in this respect, banks may learn a thing or two from the consumer-driven world of software.

"The terrific thing about software companies is that they totally respond to the customer . . . more quickly than banks," he said.

His clearinghouse could act as an interpreter and facilitator to bring the banks and service providers together for the future development of electronic commerce - which is to be Mr. Cook's responsibility as an executive vice president of Microsoft.

Such partnerships - like the ones that NPCI has already mediated for the Microsoft Money program - may be rough going at first, given bankers' apprehension about software companies' motives and the banks' partners' disdain for conventional banking methods. Mr. Burchfield is confident that the barriers can be surmounted.

"You want a partner strong enough to help you," he said,"but not too strong, because then you fear them."

Jeffrey Kutler contributed to this article.

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