SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 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):  January 28, 1997 
                                                          (January 19, 1997)

                               FIRST USA, INC.
              (Exact Name of Registrant as Specified in Charter)

           DELAWARE                1-11-3030            75-2291060
           (State or Other         (Commission          (IRS Employer
           Jurisdiction            File Number)         Identifica-
           of Incorporation)                            tion No.)

              1601 ELM STREET, 47TH FLOOR, DALLAS, TEXAS        75201
              (Address of Principal Executive Offices)       (Zip Code)

                                 214-849-2000
             (Registrant's telephone number, including area code)


          ITEM 5.  OTHER EVENTS

               On January 19, 1997, First USA, Inc., a Delaware
          corporation ("First USA"), and Banc One Corporation, an
          Ohio corporation ("Banc One"), entered into an Agreement
          and Plan of Merger (the "Merger Agreement") providing,
          among other things, for the merger (the "Merger") of
          First USA with and into Banc One, with Banc One as the
          surviving corporation following the Merger.  The
          transaction will be accounted for as a pooling of
          interests and will qualify as a tax free reorganization
          under Section 368(a) of the Internal Revenue Code of
          1986, as amended.  The Merger, which was unanimously
          approved by the Boards of Directors of both Banc One and
          First USA, is expected to occur in the second quarter of
          calendar 1997 shortly after all the conditions to the
          consummation of the Merger, including obtaining
          applicable stockholder and regulatory approvals, are met
          or waived.         

               Pursuant to the Merger Agreement, (A) each share of
          the common stock, par value $.01 per share (the "First
          USA Common Stock"), of First USA issued and outstanding
          immediately prior to the Merger (other than shares of
          First USA Common Stock held in First USA's treasury or
          held directly or indirectly by Banc One or First USA or
          any of their respective wholly owned subsidiaries, but
          including shares of First USA Common Stock (i) held
          directly or indirectly by First USA or Banc One or any of
          their respective wholly owned subsidiaries in trust
          accounts, managed accounts and the like or otherwise held
          in a fiduciary capacity that are beneficially owned by
          third parties and (ii) held by First USA or Banc One or
          any of their respective subsidiaries in respect of a debt
          previously contracted) will be converted into the right
          to receive 1.1659 shares (the "Common Exchange Ratio") of
          the common stock, without par value, of Banc One (the
          "Banc One Common Stock") and (B) each share of the 6-1/4%
          Convertible Preferred Stock of First USA issued and
          outstanding immediately prior to the Merger will be
          converted into the right to receive one share of 6-1/4%
          Convertible Preferred Stock of Banc One, which will have
          terms substantially the same as the terms of the First
          USA 6-1/4% Convertible Preferred Stock, except that it
          will be convertible into Banc One Common Stock instead of
          First USA Common Stock as adjusted to reflect the Common
          Exchange Ratio. Pursuant to the Merger Agreement, First
          USA has agreed to call the First USA 6-1/4% Convertible
          Preferred Stock for redemption on May 20, 1997, the
          earliest date permitted under the terms of such
          securities.

               Concurrently with the execution and delivery of the
          Merger Agreement, First USA and Banc One entered into
          reciprocal stock option agreements, each dated as of
          January 19, 1997 (together, the "Stock Option
          Agreements").  Pursuant to the Stock Option Agreements,
          First USA granted Banc One an option to purchase up to
          24,480,231 shares of First USA Common Stock at a price of
          $46.50 per share and Banc One granted First USA an option
          to purchase up to 85,025,391 shares of Banc One Common
          Stock at a price of up to $45.125 per share.  Each option
          is exercisable only upon the occurrence of certain events
          described therein, none of which has occurred.  The
          number of shares subject to each of the Stock Option
          Agreements is subject to customary antidilution
          adjustments.

               The Merger Agreement contains certain covenants of
          the parties pending consummation of the Mergers. 
          Generally, First USA and Banc One and their subsidiaries
          must carry on their businesses in the ordinary course
          consistent with past practice.  First USA and its
          subsidiaries (other than First USA Paymentech, Inc.) may
          not, among other things, without the prior written
          consent of Banc One (i) adjust, split, combine or
          reclassify any capital stock, (ii) pay any dividends
          except for regular quarterly dividends on the First USA
          Common Stock and on the First USA 6-1/4% Convertible
          Preferred Stock and except for dividends paid in the
          ordinary course of business by its subsidiaries,  (iii)
          grant any stock appreciation rights or rights to acquire
          shares of its capital stock, (iv) issue any additional
          shares of capital stock, except pursuant to outstanding
          stock options, and, subject to certain specified
          limitations, other employee benefit plans, upon
          conversion or redemption of the First USA 6-1/4%
          Convertible Preferred Stock, subject to certain specified
          limitations, pursuant to First USA's Dividend
          Reinvestment and Stock Purchase Plan and Outside
          Directors Stock Option Plan, pursuant to the Stock Option
          Agreement or with Banc One's consent (which may not be
          unreasonably withheld) in connection with the hiring of
          new employees in the ordinary course of business
          consistent with past practice, or (v) enter into any
          agreement, understanding or arrangement with respect to
          the sale or voting of its capital stock.  Under the
          Merger Agreement, First USA and its subsidiaries (other
          than First USA Paymentech, Inc.) are also subject to
          certain restrictions and limitations on, among other
          things, charter amendments, the sale or encumbrance of
          assets (except for sales of receivables in connection
          with securitization transactions), the incurrence of
          indebtedness except for indebtedness incurred in the
          ordinary course of business, such as the issuance of
          asset backed securities,  bank notes or deposit notes, 
          acquisitions and investments, entering into material
          agreements and certain increases in employee compensation
          and benefits.  In addition, pursuant to the Merger
          Agreement, First USA has agreed not to solicit, encourage
          or authorize any other person to solicit any third party
          acquisition proposals.

               Banc One and its subsidiaries may not, among other
          things, without the prior written consent of First USA
          (i) adjust, split, combine or reclassify any capital
          stock, (ii) pay any dividends except for regular
          quarterly dividends on the Banc One Common Stock and on
          the Series C Preferred Stock of Banc One and except for
          dividends paid in the ordinary course of business by its
          subsidiaries or (iii) make any extraordinary distribution
          on any shares of its capital stock.

               Banc One and First USA intend that, following the
          Merger, John C. Tolleson, the Chairman of the Board and
          Chief Executive Officer of First USA, will be appointed
          to the Board of Directors of Banc One.  Following the
          Merger, Richard W. Vague, the President of First USA,
          will become Chairman and Chief Executive Officer of First
          USA, which will operate the combined company's credit
          card operations.  Mr. Vague and certain other officers of
          First USA and its subsidiaries will be offered employment
          agreements by Banc One which will become effective upon
          consummation of the Merger.

               Consummation of the Merger is subject to certain
          standard conditions, including, but not limited to,
          approval of the Merger Agreement by the stockholders of
          First USA and Banc One, the receipt of all required
          regulatory approvals and the making of all necessary
          governmental filings.  It is also a condition to Banc
          One's obligations under the Merger Agreement that Mr.
          Vague and certain other officers of First USA and its
          subsidiaries enter into the employment agreements offered
          to them by Banc One.  Stockholder meetings to vote on the
          Merger will be convened as soon as practicable and are
          expected to be held early in the second quarter of
          calendar 1997.  Stockholder approval requires the
          affirmative vote of a majority of the outstanding shares
          of First USA Common Stock, each of which has one vote,
          and First USA 6-1/4% Convertible Preferred Stock, each of
          which has four-fifths of one vote, voting together as a
          class, and a majority of the outstanding shares of Banc
          One Common Stock.

               The Merger Agreement may be terminated under certain
          circumstances, including by mutual consent of First USA
          and Banc One; by either company if the requisite
          stockholder approvals have not been obtained; by either
          company as a result of a legal or regulatory prohibition;
          by the non-breaching company if there occurs a material
          breach of any representation, warranty, covenant or other
          agreement contained in the Merger Agreement which is not
          cured within 45 days following receipt of notice thereof;
          by either company, if the Merger shall not have been
          consummated on or before December 31, 1997, unless the
          failure of the Merger to have been consummated is due to
          the failure of the company seeking to terminate the
          Merger Agreement to perform its covenants under the
          Merger Agreement; and by First USA, if its Board of
          Directors so determines during the two-day period
          commencing at the close of business ten days prior to the
          date scheduled for the consummation of the Merger, if the
          average closing price of the Banc One Common Stock for
          the previous ten trading days is less than $38.60 (the
          equivalent of $45.00 in value of Banc One Common Stock
          issuable for each share of First USA Common Stock in the
          Merger, based on the Common Exchange Ratio of 1.1659). 
          If First USA elects to terminate in such event, Banc One
          has the option to increase the Common Exchange Ratio such
          that the value of the Banc One Common Stock issuable for
          each share of First USA Common Stock, based on such ten
          day trading period, equals $45.00.  

               The Merger Agreement and the Stock Option Agreements
          are attached as exhibits hereto and are incorporated by
          reference in their entirety.  The foregoing summaries of
          the Merger Agreement and the Stock Option Agreements do
          not purport to be complete and are qualified in their
          entirety by reference to such exhibits.    

          ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
                   INFORMATION AND EXHIBITS

          (c)   Exhibits

          Exhibit 2.1    Agreement and Plan of Merger dated as of
                         January 19, 1997 by and between Banc One
                         Corporation and First USA, Inc.

          Exhibit 99.1   Stock Option Agreement, dated January 19,
                         1997, between First USA, Inc., as issuer,
                         and Banc One Corporation, as grantee.

          Exhibit 99.2   Stock Option Agreement, dated January 19,
                         1997, between Banc One Corporation, as
                         issuer, and First USA, Inc., as grantee.


                                  SIGNATURE

          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.

          Date:  January 28, 1997

                                   FIRST USA, INC.           
                                       (Registrant)

                                   By: /s/ Philip E. Taken          
              
                                   Name:  Philip E. Taken
                                   Title: Senior Vice President and 
                                          General Counsel


                                EXHIBIT INDEX

          Exhibit

          Exhibit 2.1    Agreement and Plan of Merger dated as of
                         January 19, 1997 by and between Banc One
                         Corporation and First USA, Inc.

          Exhibit 99.1   Stock Option Agreement, dated January 19,
                         1997, between First USA, Inc., as issuer,
                         and Banc One Corporation, as grantee.

          Exhibit 99.2   Stock Option Agreement, dated January 19,
                         1997, between Banc One Corporation, as
                         issuer, and First USA, Inc., as grantee.
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 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):  January 28, 1997 
                                                          (January 19, 1997)

                               FIRST USA, INC.
              (Exact Name of Registrant as Specified in Charter)

           DELAWARE                1-11-3030            75-2291060
           (State or Other         (Commission          (IRS Employer
           Jurisdiction            File Number)         Identifica-
           of Incorporation)                            tion No.)

              1601 ELM STREET, 47TH FLOOR, DALLAS, TEXAS        75201
              (Address of Principal Executive Offices)       (Zip Code)

                                 214-849-2000
             (Registrant's telephone number, including area code)

          ITEM 5.  OTHER EVENTS

               On January 19, 1997, First USA, Inc., a Delaware
          corporation ("First USA"), and Banc One Corporation, an
          Ohio corporation ("Banc One"), entered into an Agreement
          and Plan of Merger (the "Merger Agreement") providing,
          among other things, for the merger (the "Merger") of
          First USA with and into Banc One, with Banc One as the
          surviving corporation following the Merger.  The
          transaction will be accounted for as a pooling of
          interests and will qualify as a tax free reorganization
          under Section 368(a) of the Internal Revenue Code of
          1986, as amended.  The Merger, which was unanimously
          approved by the Boards of Directors of both Banc One and
          First USA, is expected to occur in the second quarter of
          calendar 1997 shortly after all the conditions to the
          consummation of the Merger, including obtaining
          applicable stockholder and regulatory approvals, are met
          or waived.         

               Pursuant to the Merger Agreement, (A) each share of
          the common stock, par value $.01 per share (the "First
          USA Common Stock"), of First USA issued and outstanding
          immediately prior to the Merger (other than shares of
          First USA Common Stock held in First USA's treasury or
          held directly or indirectly by Banc One or First USA or
          any of their respective wholly owned subsidiaries, but
          including shares of First USA Common Stock (i) held
          directly or indirectly by First USA or Banc One or any of
          their respective wholly owned subsidiaries in trust
          accounts, managed accounts and the like or otherwise held
          in a fiduciary capacity that are beneficially owned by
          third parties and (ii) held by First USA or Banc One or
          any of their respective subsidiaries in respect of a debt
          previously contracted) will be converted into the right
          to receive 1.1659 shares (the "Common Exchange Ratio") of
          the common stock, without par value, of Banc One (the
          "Banc One Common Stock") and (B) each share of the 6-1/4%
          Convertible Preferred Stock of First USA issued and
          outstanding immediately prior to the Merger will be
          converted into the right to receive one share of 6-1/4%
          Convertible Preferred Stock of Banc One, which will have
          terms substantially the same as the terms of the First
          USA 6-1/4% Convertible Preferred Stock, except that it
          will be convertible into Banc One Common Stock instead of
          First USA Common Stock as adjusted to reflect the Common
          Exchange Ratio. Pursuant to the Merger Agreement, First
          USA has agreed to call the First USA 6-1/4% Convertible
          Preferred Stock for redemption on May 20, 1997, the
          earliest date permitted under the terms of such
          securities.

               Concurrently with the execution and delivery of the
          Merger Agreement, First USA and Banc One entered into
          reciprocal stock option agreements, each dated as of
          January 19, 1997 (together, the "Stock Option
          Agreements").  Pursuant to the Stock Option Agreements,
          First USA granted Banc One an option to purchase up to
          24,480,231 shares of First USA Common Stock at a price of
          $46.50 per share and Banc One granted First USA an option
          to purchase up to 85,025,391 shares of Banc One Common
          Stock at a price of up to $45.125 per share.  Each option
          is exercisable only upon the occurrence of certain events
          described therein, none of which has occurred.  The
          number of shares subject to each of the Stock Option
          Agreements is subject to customary antidilution
          adjustments.

               The Merger Agreement contains certain covenants of
          the parties pending consummation of the Mergers. 
          Generally, First USA and Banc One and their subsidiaries
          must carry on their businesses in the ordinary course
          consistent with past practice.  First USA and its
          subsidiaries (other than First USA Paymentech, Inc.) may
          not, among other things, without the prior written
          consent of Banc One (i) adjust, split, combine or
          reclassify any capital stock, (ii) pay any dividends
          except for regular quarterly dividends on the First USA
          Common Stock and on the First USA 6-1/4% Convertible
          Preferred Stock and except for dividends paid in the
          ordinary course of business by its subsidiaries,  (iii)
          grant any stock appreciation rights or rights to acquire
          shares of its capital stock, (iv) issue any additional
          shares of capital stock, except pursuant to outstanding
          stock options, and, subject to certain specified
          limitations, other employee benefit plans, upon
          conversion or redemption of the First USA 6-1/4%
          Convertible Preferred Stock, subject to certain specified
          limitations, pursuant to First USA's Dividend
          Reinvestment and Stock Purchase Plan and Outside
          Directors Stock Option Plan, pursuant to the Stock Option
          Agreement or with Banc One's consent (which may not be
          unreasonably withheld) in connection with the hiring of
          new employees in the ordinary course of business
          consistent with past practice, or (v) enter into any
          agreement, understanding or arrangement with respect to
          the sale or voting of its capital stock.  Under the
          Merger Agreement, First USA and its subsidiaries (other
          than First USA Paymentech, Inc.) are also subject to
          certain restrictions and limitations on, among other
          things, charter amendments, the sale or encumbrance of
          assets (except for sales of receivables in connection
          with securitization transactions), the incurrence of
          indebtedness except for indebtedness incurred in the
          ordinary course of business, such as the issuance of
          asset backed securities,  bank notes or deposit notes, 
          acquisitions and investments, entering into material
          agreements and certain increases in employee compensation
          and benefits.  In addition, pursuant to the Merger
          Agreement, First USA has agreed not to solicit, encourage
          or authorize any other person to solicit any third party
          acquisition proposals.

               Banc One and its subsidiaries may not, among other
          things, without the prior written consent of First USA
          (i) adjust, split, combine or reclassify any capital
          stock, (ii) pay any dividends except for regular
          quarterly dividends on the Banc One Common Stock and on
          the Series C Preferred Stock of Banc One and except for
          dividends paid in the ordinary course of business by its
          subsidiaries or (iii) make any extraordinary distribution
          on any shares of its capital stock.

               Banc One and First USA intend that, following the
          Merger, John C. Tolleson, the Chairman of the Board and
          Chief Executive Officer of First USA, will be appointed
          to the Board of Directors of Banc One.  Following the
          Merger, Richard W. Vague, the President of First USA,
          will become Chairman and Chief Executive Officer of First
          USA, which will operate the combined company's credit
          card operations.  Mr. Vague and certain other officers of
          First USA and its subsidiaries will be offered employment
          agreements by Banc One which will become effective upon
          consummation of the Merger.

               Consummation of the Merger is subject to certain
          standard conditions, including, but not limited to,
          approval of the Merger Agreement by the stockholders of
          First USA and Banc One, the receipt of all required
          regulatory approvals and the making of all necessary
          governmental filings.  It is also a condition to Banc
          One's obligations under the Merger Agreement that Mr.
          Vague and certain other officers of First USA and its
          subsidiaries enter into the employment agreements offered
          to them by Banc One.  Stockholder meetings to vote on the
          Merger will be convened as soon as practicable and are
          expected to be held early in the second quarter of
          calendar 1997.  Stockholder approval requires the
          affirmative vote of a majority of the outstanding shares
          of First USA Common Stock, each of which has one vote,
          and First USA 6-1/4% Convertible Preferred Stock, each of
          which has four-fifths of one vote, voting together as a
          class, and a majority of the outstanding shares of Banc
          One Common Stock.

               The Merger Agreement may be terminated under certain
          circumstances, including by mutual consent of First USA
          and Banc One; by either company if the requisite
          stockholder approvals have not been obtained; by either
          company as a result of a legal or regulatory prohibition;
          by the non-breaching company if there occurs a material
          breach of any representation, warranty, covenant or other
          agreement contained in the Merger Agreement which is not
          cured within 45 days following receipt of notice thereof;
          by either company, if the Merger shall not have been
          consummated on or before December 31, 1997, unless the
          failure of the Merger to have been consummated is due to
          the failure of the company seeking to terminate the
          Merger Agreement to perform its covenants under the
          Merger Agreement; and by First USA, if its Board of
          Directors so determines during the two-day period
          commencing at the close of business ten days prior to the
          date scheduled for the consummation of the Merger, if the
          average closing price of the Banc One Common Stock for
          the previous ten trading days is less than $38.60 (the
          equivalent of $45.00 in value of Banc One Common Stock
          issuable for each share of First USA Common Stock in the
          Merger, based on the Common Exchange Ratio of 1.1659). 
          If First USA elects to terminate in such event, Banc One
          has the option to increase the Common Exchange Ratio such
          that the value of the Banc One Common Stock issuable for
          each share of First USA Common Stock, based on such ten
          day trading period, equals $45.00.  

               The Merger Agreement and the Stock Option Agreements
          are attached as exhibits hereto and are incorporated by
          reference in their entirety.  The foregoing summaries of
          the Merger Agreement and the Stock Option Agreements do
          not purport to be complete and are qualified in their
          entirety by reference to such exhibits.    

          ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
                   INFORMATION AND EXHIBITS

          (c)   Exhibits

          Exhibit 2.1    Agreement and Plan of Merger dated as of
                         January 19, 1997 by and between Banc One
                         Corporation and First USA, Inc.

          Exhibit 99.1   Stock Option Agreement, dated January 19,
                         1997, between First USA, Inc., as issuer,
                         and Banc One Corporation, as grantee.

          Exhibit 99.2   Stock Option Agreement, dated January 19,
                         1997, between Banc One Corporation, as
                         issuer, and First USA, Inc., as grantee.

                                  SIGNATURE

          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.

          Date:  January 28, 1997

                                   FIRST USA, INC.           
                                       (Registrant)

                                   By: /s/ Philip E. Taken          
              
                                   Name:  Philip E. Taken
                                   Title: Senior Vice President and 
                                          General Counsel

                                EXHIBIT INDEX

          Exhibit

          Exhibit 2.1    Agreement and Plan of Merger dated as of
                         January 19, 1997 by and between Banc One
                         Corporation and First USA, Inc.

          Exhibit 99.1   Stock Option Agreement, dated January 19,
                         1997, between First USA, Inc., as issuer,
                         and Banc One Corporation, as grantee.

          Exhibit 99.2   Stock Option Agreement, dated January 19,
                         1997, between Banc One Corporation, as
                         issuer, and First USA, Inc., as grantee.