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 21 , 1998
                                                        (January 21, 1998)


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


Delaware                       1-14224            75-2634185
(State or Other Jurisdiction   (Commission        (IRS Employer
of Incorporation)              File Number)       Identification 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 21, 1998, Paymentech, Inc., a Delaware corporation
("Paymentech"), issued a press release announcing that it had sold its
share in the joint venture PHH/Paymentech during the second quarter of
fiscal 1998, which generated an after-tax gain of $3.4 million. In the
same press release, Paymentech announced its earnings and results of
operations for the second quarter of fiscal 1998. A copy of such press
release is attached as an exhibit hereto and is incorporated by
reference herein.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(a) Not applicable

(b) Not applicable

(c) Exhibits

         Ex. 99   Press Release, dated January 21, 1998, of Paymentech, Inc.


                                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 21 , 1998

                                     PAYMENTECH, INC.
                                          (Registrant)


                                     By: /s/ Philip E. Taken
                                         ___________________________
                                     Name:  Philip E. Taken
                                     Title: Chief Administrative Officer and
                                            General Counsel



                                 EXHIBITS


Ex. 99      Press Release, dated January 21, 1998, of Paymentech, Inc.
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{"company-data": {"conformed-name": "PAYMENTECH INC", "cik": "0001005759", "assigned-sic": "7389", "irs-number": "752634185", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14224", "film-number": "98510406"}, "business-address": {"street1": "1601 ELM ST", "street2": "STE 4700", "city": "DALLAS", "state": "TX", "zip": "75201", "phone": "2148493700"}, "mail-address": {"street1": "1601 ELM STREET", "street2": "8TH FLOOR", "city": "DALLAS", "state": "TX", "zip": "75201"}, "former-company": {"former-conformed-name": "FIRST USA PAYMENTECH INC", "date-changed": "19960112"}}
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 21 , 1998
                                                        (January 21, 1998)

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

Delaware                       1-14224            75-2634185
(State or Other Jurisdiction   (Commission        (IRS Employer
of Incorporation)              File Number)       Identification 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 21, 1998, Paymentech, Inc., a Delaware corporation
("Paymentech"), issued a press release announcing that it had sold its
share in the joint venture PHH/Paymentech during the second quarter of
fiscal 1998, which generated an after-tax gain of $3.4 million. In the
same press release, Paymentech announced its earnings and results of
operations for the second quarter of fiscal 1998. A copy of such press
release is attached as an exhibit hereto and is incorporated by
reference herein.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(a) Not applicable

(b) Not applicable

(c) Exhibits

         Ex. 99   Press Release, dated January 21, 1998, of Paymentech, Inc.

                                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 21 , 1998

                                     PAYMENTECH, INC.
                                          (Registrant)

                                     By: /s/ Philip E. Taken
                                         ___________________________
                                     Name:  Philip E. Taken
                                     Title: Chief Administrative Officer and
                                            General Counsel

                                 EXHIBITS

Ex. 99      Press Release, dated January 21, 1998, of Paymentech, Inc.