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

           DELAWARE                1-14224              75-2634185
           (State or Other         (Commission          (IRS Employer
           Jurisdiction            File Number)         Identifica
           of Incorporation)                            tion No.)

               1601 ELM STREET, SUITE 800, 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 Banc One Corporation, an Ohio
          corporation ("Banc One"), and First USA, Inc., a Delaware
          corporation ("First USA") and the majority stockholder of
          First USA Paymentech, Inc., a Delaware corporation
          ("First USA Paymentech"), 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 Merger 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.  At the time of
          the Merger, Banc One would succeed to First USA's
          ownership interest in First USA Paymentech. 

               Upon consummation of the Merger, under the terms of
          the First USA Paymentech, Inc. 1996 Stock Option Plan,
          all of the outstanding options to purchase shares of the
          common stock, par value $.01 per share (the "First USA
          Paymentech Common Stock"), of First USA Paymentech issued
          thereunder, whether exercisable or not, will become
          exercisable, and, under the terms of the First USA
          Paymentech, Inc. 1996 Restricted Stock Plan, all of the
          outstanding unvested shares of First USA Paymentech
          Common Stock issued thereunder will become vested.  In
          addition, as a result of the consummation of the Merger,
          an aggregate of approximately $6.2 million in loans made
          to certain of First USA Paymentech's employees to
          purchase First USA Paymentech Common Stock pursuant to
          stock options granted in connection with First USA
          Paymentech's initial public offering will be forgiven and
          any related charges to earnings would be borne by First
          USA.  It is contemplated under the Merger Agreement that,
          in order to provide appropriate incentives to retain key
          employees, First USA Paymentech will grant new options to
          purchase shares of First USA Paymentech Common Stock and
          shares of restricted First USA Paymentech Common Stock to
          certain of its employees upon consummation of the Merger.

               The Merger Agreement restricts the ability of First
          USA to dispose of its ownership interest in First USA
          Paymentech without Banc One's consent but does not
          generally restrict the conduct of First USA Paymentech's
          business and operations pending consummation of the
          Merger.  Although as a bank holding company, Banc One's
          activities and those of its banking and nonbanking
          subsidiaries are limited to the business of banking and
          activities closely related or incidental to banking,
          First USA Paymentech believes that, if the Merger is
          completed, its status as a subsidiary of a bank holding
          company will not materially restrict, curtail or
          eliminate its current operations or activities, which
          generally conform to these requirements.  First USA
          Paymentech's future operations, investments and
          activities will similarly be limited to the business of
          banking and activities closely related or incidental to
          banking and may be subject to prior approval by the Board
          of Governors of the Federal Reserve System.  


                                   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 PAYMENTECH, INC.       
                                             (Registrant)

                                   By: /s/ Philip E. Taken          
              
                                   Name:  Philip E. Taken
                                   Title: Senior Vice President and 
                                          General Counsel
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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 PAYMENTECH, INC.
              (Exact Name of Registrant as Specified in Charter)

           DELAWARE                1-14224              75-2634185
           (State or Other         (Commission          (IRS Employer
           Jurisdiction            File Number)         Identifica
           of Incorporation)                            tion No.)

               1601 ELM STREET, SUITE 800, 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 Banc One Corporation, an Ohio
          corporation ("Banc One"), and First USA, Inc., a Delaware
          corporation ("First USA") and the majority stockholder of
          First USA Paymentech, Inc., a Delaware corporation
          ("First USA Paymentech"), 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 Merger 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.  At the time of
          the Merger, Banc One would succeed to First USA's
          ownership interest in First USA Paymentech. 

               Upon consummation of the Merger, under the terms of
          the First USA Paymentech, Inc. 1996 Stock Option Plan,
          all of the outstanding options to purchase shares of the
          common stock, par value $.01 per share (the "First USA
          Paymentech Common Stock"), of First USA Paymentech issued
          thereunder, whether exercisable or not, will become
          exercisable, and, under the terms of the First USA
          Paymentech, Inc. 1996 Restricted Stock Plan, all of the
          outstanding unvested shares of First USA Paymentech
          Common Stock issued thereunder will become vested.  In
          addition, as a result of the consummation of the Merger,
          an aggregate of approximately $6.2 million in loans made
          to certain of First USA Paymentech's employees to
          purchase First USA Paymentech Common Stock pursuant to
          stock options granted in connection with First USA
          Paymentech's initial public offering will be forgiven and
          any related charges to earnings would be borne by First
          USA.  It is contemplated under the Merger Agreement that,
          in order to provide appropriate incentives to retain key
          employees, First USA Paymentech will grant new options to
          purchase shares of First USA Paymentech Common Stock and
          shares of restricted First USA Paymentech Common Stock to
          certain of its employees upon consummation of the Merger.

               The Merger Agreement restricts the ability of First
          USA to dispose of its ownership interest in First USA
          Paymentech without Banc One's consent but does not
          generally restrict the conduct of First USA Paymentech's
          business and operations pending consummation of the
          Merger.  Although as a bank holding company, Banc One's
          activities and those of its banking and nonbanking
          subsidiaries are limited to the business of banking and
          activities closely related or incidental to banking,
          First USA Paymentech believes that, if the Merger is
          completed, its status as a subsidiary of a bank holding
          company will not materially restrict, curtail or
          eliminate its current operations or activities, which
          generally conform to these requirements.  First USA
          Paymentech's future operations, investments and
          activities will similarly be limited to the business of
          banking and activities closely related or incidental to
          banking and may be subject to prior approval by the Board
          of Governors of the Federal Reserve System.  

                                   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 PAYMENTECH, INC.       
                                             (Registrant)

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