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):  April 24, 1997 
                                                             (April 23, 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)        Identification No.)
           of Incorporation) 

               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 April 24, 1997, First USA, Inc., a Delaware
          corporation ("First USA"), issued a press release
          announcing its earnings and results of operations for the
          quarter ended March 31, 1997 and the restatement of its
          financial statements.  A copy of such press release is
          attached as an exhibit hereto and is incorporated by
          reference herein.

               In addition, First USA and Banc One Corporation, an
          Ohio corporation ("Banc One"), entered into an amendment
          (the "Amendment"), dated as of April 23, 1997, to the
          Agreement and Plan of Merger (the "Merger Agreement"),
          dated as of January 19, 1997, between First USA and Banc
          One.  Pursuant to the Amendment, Banc One acknowledged
          that the earnings restatement reported on April 24, 1997
          by First USA and related accounting policy changes and
          amendments to First USA's public filings were being made
          with Banc One's knowledge and that such matters will not
          serve as a basis on which Banc One may terminate the
          Merger Agreement or the basis on which First USA may be
          deemed to be in breach of the Merger Agreement.  The
          Amendment also deletes from the Merger Agreement First
          USA's right to terminate the Merger Agreement if the
          average trading price of Banc One's common stock in a
          specified period prior to the scheduled closing date of
          the merger is less than $38.60.  The exchange ratio of
          1.1659 shares of Banc One common stock for each share of
          First USA common stock and all other terms of the Merger
          Agreement remain unchanged.

               Consummation of the transactions contemplated by the
          Merger Agreement is subject to the terms and conditions
          contained in the Merger Agreement, including, among other
          things, the receipt of approval of the merger by the
          respective shareholders of First USA and Banc One and the
          receipt of certain regulatory approvals.  The merger and
          the transactions contemplated by the Merger Agreement
          will be submitted for approval at meetings of the
          shareholders of First USA and Banc One that are expected
          to take place in the second quarter of 1997.

               A copy of the Amendment is incorporated by reference
          as an exhibit hereto and is incorporated by reference
          herein.

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

          (c)   Exhibits

          Exhibit 2.1    Amendment, dated as of April 23, 1997, to
                         Agreement and Plan of Merger, dated as of
                         January 19, 1997, between Banc One
                         Corporation and First USA, Inc.
                         (Incorporated by reference from Exhibit
                         2.2 to the Banc One Corporation Current
                         Report on Form 8-K filed April 24, 1997
                         (File No. 1-8552))

          Exhibit 99.1   Press Release, dated April 24, 1997,
                         issued by First USA, 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:  April 24, 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    Amendment, dated as of April 23, 1997, to
                         Agreement and Plan of Merger, dated as of
                         January 19, 1997, between Banc One
                         Corporation and First USA, Inc.
                         (Incorporated by reference from Exhibit
                         2.2 to the Banc One Corporation Current
                         Report on Form 8-K filed April 24, 1997
                         (File No. 1-8552))

          Exhibit 99.1   Press Release, dated April 24, 1997,
                         issued by First USA, Inc.
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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):  April 24, 1997 
                                                             (April 23, 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)        Identification No.)
           of Incorporation) 

               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 April 24, 1997, First USA, Inc., a Delaware
          corporation ("First USA"), issued a press release
          announcing its earnings and results of operations for the
          quarter ended March 31, 1997 and the restatement of its
          financial statements.  A copy of such press release is
          attached as an exhibit hereto and is incorporated by
          reference herein.

               In addition, First USA and Banc One Corporation, an
          Ohio corporation ("Banc One"), entered into an amendment
          (the "Amendment"), dated as of April 23, 1997, to the
          Agreement and Plan of Merger (the "Merger Agreement"),
          dated as of January 19, 1997, between First USA and Banc
          One.  Pursuant to the Amendment, Banc One acknowledged
          that the earnings restatement reported on April 24, 1997
          by First USA and related accounting policy changes and
          amendments to First USA's public filings were being made
          with Banc One's knowledge and that such matters will not
          serve as a basis on which Banc One may terminate the
          Merger Agreement or the basis on which First USA may be
          deemed to be in breach of the Merger Agreement.  The
          Amendment also deletes from the Merger Agreement First
          USA's right to terminate the Merger Agreement if the
          average trading price of Banc One's common stock in a
          specified period prior to the scheduled closing date of
          the merger is less than $38.60.  The exchange ratio of
          1.1659 shares of Banc One common stock for each share of
          First USA common stock and all other terms of the Merger
          Agreement remain unchanged.

               Consummation of the transactions contemplated by the
          Merger Agreement is subject to the terms and conditions
          contained in the Merger Agreement, including, among other
          things, the receipt of approval of the merger by the
          respective shareholders of First USA and Banc One and the
          receipt of certain regulatory approvals.  The merger and
          the transactions contemplated by the Merger Agreement
          will be submitted for approval at meetings of the
          shareholders of First USA and Banc One that are expected
          to take place in the second quarter of 1997.

               A copy of the Amendment is incorporated by reference
          as an exhibit hereto and is incorporated by reference
          herein.

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

          (c)   Exhibits

          Exhibit 2.1    Amendment, dated as of April 23, 1997, to
                         Agreement and Plan of Merger, dated as of
                         January 19, 1997, between Banc One
                         Corporation and First USA, Inc.
                         (Incorporated by reference from Exhibit
                         2.2 to the Banc One Corporation Current
                         Report on Form 8-K filed April 24, 1997
                         (File No. 1-8552))

          Exhibit 99.1   Press Release, dated April 24, 1997,
                         issued by First USA, 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:  April 24, 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    Amendment, dated as of April 23, 1997, to
                         Agreement and Plan of Merger, dated as of
                         January 19, 1997, between Banc One
                         Corporation and First USA, Inc.
                         (Incorporated by reference from Exhibit
                         2.2 to the Banc One Corporation Current
                         Report on Form 8-K filed April 24, 1997
                         (File No. 1-8552))

          Exhibit 99.1   Press Release, dated April 24, 1997,
                         issued by First USA, Inc.