<PAGE>
 
As filed with the Securities and Exchange Commission on December 11, 1996.
                                               Registration No.333- ____________
--------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549
                            ----------------------
                                   FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                            ----------------------

                          First USA Paymentech, Inc.
            (Exact name of registrant as specified in its charter)

           DELAWARE                                     75-2634185
(State or other jurisdiction                         (I.R.S. Employer
of incorporation or organization)                   Identification No.)
 
      1601 ELM STREET, SUITE 800
          DALLAS, TEXAS                                   75201
(Address of principal executive offices)                (Zip Code)


                             --------------------

                         EMPLOYEE STOCK PURCHASE PLAN
                                      OF
                          FIRST USA PAYMENTECH, INC.
                           (Full title of the plan)
 
 
         DAVID W. TRUETZEL                           WITH A COPY TO:
      CHIEF FINANCIAL OFFICER                    CHARLES D. MAGUIRE, JR.
     FIRST USA PAYMENTECH, INC.                  JACKSON & WALKER, L.L.P.
     1601 ELM STREET, 8TH FLOOR                      901 MAIN STREET,
         DALLAS, TEXAS 75201                            SUITE 6000
           (214) 849-2000                          DALLAS, TEXAS 75202
(Name, address, including zip code, and               (214) 953-5850
telephone number, including area code,
         of agent for service)
 
<TABLE> 
<CAPTION> 
                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------- 
    Title of                           Proposed Maximum       Proposed Maximum
Securities to be      Amount to be    Offering Price Per     Aggregate Offering     Amount of
   Registered        Registered (2)        Share(1)              Price (1)       Registration Fee
------------------------------------------------------------------------------------------------- 
<S>                  <C>              <C>                    <C>                 <C>
Common Stock,
par value            150,000 shares          $35.88            $5,382,000          $1,630.91
$.01 per share
-------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee.
    Pursuant to Rules 457(c) and 457(h), the offering price and registration fee
    are computed on the basis of the average of the high and low prices of the
    Common Stock, as reported by the New York Stock Exchange on December 6,
    1996.

(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    registration statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the employee benefit plan described herein;
    and covers such additional number of shares of Common Stock as may be
    issuable pursuant to the antidilution provisions of the Employee Stock
    Purchase Plan of First USA Paymentech, Inc.
<PAGE>
 
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have been filed with the Commission by the
Company, are incorporated herein by reference and made a part hereof:

     (i) The Company's Form 10-K for the fiscal year ended June 30, 1996 filed
     with the Commission  (the "Annual Report");

     (ii) All other reports filed with the Commission pursuant to Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
     Act"), since the end of the fiscal year covered by the documents referred
     to in the Annual Report; and

     (iii) The description of the Common Stock contained in the Company's
     Registration Statement on Form 8-A filed with the Commission on February
     23, 1996.

 
     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all of the Common Stock offered hereunder has been sold or which
deregisters all of such Common Stock then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.
    
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law empowers a corporation
to indemnify its directors and officers or former directors and officers and to
purchase insurance with respect to liability arising out of their capacity or
status as directors and officers. Such law provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be entitled under a corporation's
certificate of incorporation, bylaws, any agreement or otherwise.

     Article IX of the Company's Bylaws provides for indemnification of officers
and directors except as to certain circumstances and except as provided by
applicable law.


                                     II-1
<PAGE>
 
     Additionally, Article IX (the "Article IX") of the Company's Certificate of
Incorporation, as amended, limits the personal liability of directors of the
Company to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, notwithstanding any provision of law imposing such
liability; provided, however, that to the extent required from time to time by
applicable law, Article IX shall not eliminate or limit the liability of a
director, to the extent such liability is provided by applicable law, (i) for
any breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.

Exhibit No.  Description of Exhibit
-----------  ----------------------

4            None

5            Opinion of Philip E. Taken.*

15           None.

23.1         Consent of Ernst & Young LLP*

23.2         Consent of Philip E. Taken (included in its opinion filed as
             Exhibit 5 to this Registration Statement).*

24           Power of Attorney (appearing on page II-5 of this Registration
             Statement).*

28           None.

99.1         Employee Stock Purchase Plan of First USA Paymentech, Inc.*

------------------------

*  Filed herewith.

ITEM 9.  UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

              (i) To include any prospectus required by section 10(a)(3)
         of the Securities Act 1933, as amended (the "Securities Act");


                                     II-2
<PAGE>
 
              (ii) To reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement. Notwithstanding the foregoing, any
         increase or decrease in volume in securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) (Section 230.424(b) of this
         chapter) if, in the aggregate, the changes in volume and price
         represent no more than a 20% change in the maximum aggregate offering
         price set forth in the "Calculation of Registration Fee" table in the
         effective registration statement; and

              (iii) To include any material information with respect to the plan
         of distribution not previously disclosed in the registration statement
         or any material change to such information in the registration
         statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act of 1934, as amended (the
"Exchange Act"), that are incorporated by reference in the registration
statement.

         (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                     II-3
<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Dallas, State of Texas on the 11th day of December,
1996.



                                    First USA Paymentech, Inc.



                                    By: /s/ Pamela H. Patsley
                                        --------------------------------------
                                         Pamela H. Patsley
                                         Chief Executive Officer and President
                                         (Principal Executive Officer)


                               POWER OF ATTORNEY


     Each person whose signature appears below authorizes Pamela H. Patsley,
David W. Truetzel and Philip E. Taken, and each of them, each of whom may act
without joinder of the other, to execute in the name of each such person who is
then an officer or director of the Registrant and to file any amendments to this
Registration Statement necessary or advisable to enable the Registrant to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in respect thereof, in
connection with the registration of the securities which are the subject of this
Registration Statement, which amendments may make such changes in the
Registration Statement as such attorney may deem appropriate.

                                     II-4
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on December 11, 1996.


Name                                     Title
----                                     -----


/s/ John C. Tolleson                     Chairman of the Board
---------------------------------------                       
John C. Tolleson



/s/ Pamela H. Patsley                    Chief Executive Officer, President and
---------------------------------------  Director (Principal Executive Officer)
Pamela H. Patsley                     



/s/ David W. Truetzel                    Chief Financial Officer and Secretary
---------------------------------------  (Principal Financial and Accounting
David W. Truetzel                         Officer)



/s/ Richard W. Vague                     Director
---------------------------------------          
Richard W. Vague



/s/ Gene H. Bishop                       Director
---------------------------------------          
Gene H. Bishop



/s/ Rupinder S. Sidhu                    Director
---------------------------------------          
Rupinder S. Sidhu



                                     II-5
<PAGE>
 
EMPLOYEE STOCK PURCHASE PLAN OF FIRST USA PAYMENTECH, INC.

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Plan has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Dallas, State of
Texas, on December 11, 1996.
                   
                                    Employee Stock Purchase Plan of
                                    First USA Paymentech, Inc.


                                    By: Advisory Committee



                                            By: /s/ Mary Baker
                                               ----------------------------
                                               Mary Baker, Committee Member



                                     II-6
<PAGE>
 
                                 EXHIBIT LIST


Exhibit No.    Description of Exhibit
-----------    ----------------------

5              Opinion of Philip E. Taken.

23.1           Consent of Ernst & Young LLP

23.2           Consent of Philip E. Taken (included in its opinion filed as
               Exhibit 5 to this Registration Statement).

24             Power of Attorney (appearing on page II-5 of this Registration
               Statement).

99.1           Employee Stock Purchase Plan of First USA Paymentech, Inc.



                                     II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16863}]
{"company-data": {"conformed-name": "FIRST USA PAYMENTECH INC", "cik": "0001005759", "assigned-sic": "7389", "irs-number": "752634185", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17645", "film-number": "96679185"}, "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"}}
As filed with the Securities and Exchange Commission on December 11, 1996.
                                               Registration No.333- ____________
--------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549
                            ----------------------
                                   FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                            ----------------------

                          First USA Paymentech, Inc.
            (Exact name of registrant as specified in its charter)

           DELAWARE                                     75-2634185
(State or other jurisdiction                         (I.R.S. Employer
of incorporation or organization)                   Identification No.)
 
      1601 ELM STREET, SUITE 800
          DALLAS, TEXAS                                   75201
(Address of principal executive offices)                (Zip Code)

                             --------------------

                         EMPLOYEE STOCK PURCHASE PLAN
                                      OF
                          FIRST USA PAYMENTECH, INC.
                           (Full title of the plan)
 
 
         DAVID W. TRUETZEL                           WITH A COPY TO:
      CHIEF FINANCIAL OFFICER                    CHARLES D. MAGUIRE, JR.
     FIRST USA PAYMENTECH, INC.                  JACKSON & WALKER, L.L.P.
     1601 ELM STREET, 8TH FLOOR                      901 MAIN STREET,
         DALLAS, TEXAS 75201                            SUITE 6000
           (214) 849-2000                          DALLAS, TEXAS 75202
(Name, address, including zip code, and               (214) 953-5850
telephone number, including area code,
         of agent for service)
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------- 
    Title of                           Proposed Maximum       Proposed Maximum
Securities to be      Amount to be    Offering Price Per     Aggregate Offering     Amount of
   Registered        Registered (2)        Share(1)              Price (1)       Registration Fee
-------------------------------------------------------------------------------------------------
Common Stock,
par value            150,000 shares          $35.88            $5,382,000          $1,630.91
$.01 per share
-------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee.
    Pursuant to Rules 457(c) and 457(h), the offering price and registration fee
    are computed on the basis of the average of the high and low prices of the
    Common Stock, as reported by the New York Stock Exchange on December 6,
    1996.

(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    registration statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the employee benefit plan described herein;
    and covers such additional number of shares of Common Stock as may be
    issuable pursuant to the antidilution provisions of the Employee Stock
    Purchase Plan of First USA Paymentech, Inc.
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have been filed with the Commission by the
Company, are incorporated herein by reference and made a part hereof:

     (i) The Company's Form 10-K for the fiscal year ended June 30, 1996 filed
     with the Commission  (the "Annual Report");

     (ii) All other reports filed with the Commission pursuant to Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
     Act"), since the end of the fiscal year covered by the documents referred
     to in the Annual Report; and

     (iii) The description of the Common Stock contained in the Company's
     Registration Statement on Form 8-A filed with the Commission on February
     23, 1996.

 
     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all of the Common Stock offered hereunder has been sold or which
deregisters all of such Common Stock then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.
    
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law empowers a corporation
to indemnify its directors and officers or former directors and officers and to
purchase insurance with respect to liability arising out of their capacity or
status as directors and officers. Such law provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be entitled under a corporation's
certificate of incorporation, bylaws, any agreement or otherwise.

     Article IX of the Company's Bylaws provides for indemnification of officers
and directors except as to certain circumstances and except as provided by
applicable law.

                                     II-1
Additionally, Article IX (the "Article IX") of the Company's Certificate of
Incorporation, as amended, limits the personal liability of directors of the
Company to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, notwithstanding any provision of law imposing such
liability; provided, however, that to the extent required from time to time by
applicable law, Article IX shall not eliminate or limit the liability of a
director, to the extent such liability is provided by applicable law, (i) for
any breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.

Exhibit No.  Description of Exhibit
-----------  ----------------------

4            None

5            Opinion of Philip E. Taken.*

15           None.

23.1         Consent of Ernst & Young LLP*

23.2         Consent of Philip E. Taken (included in its opinion filed as
             Exhibit 5 to this Registration Statement).*

24           Power of Attorney (appearing on page II-5 of this Registration
             Statement).*

28           None.

99.1         Employee Stock Purchase Plan of First USA Paymentech, Inc.*

------------------------

*  Filed herewith.

ITEM 9.  UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

              (i) To include any prospectus required by section 10(a)(3)
         of the Securities Act 1933, as amended (the "Securities Act");

                                     II-2
(ii) To reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement. Notwithstanding the foregoing, any
         increase or decrease in volume in securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) (Section 230.424(b) of this
         chapter) if, in the aggregate, the changes in volume and price
         represent no more than a 20% change in the maximum aggregate offering
         price set forth in the "Calculation of Registration Fee" table in the
         effective registration statement; and

              (iii) To include any material information with respect to the plan
         of distribution not previously disclosed in the registration statement
         or any material change to such information in the registration
         statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act of 1934, as amended (the
"Exchange Act"), that are incorporated by reference in the registration
statement.

         (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                     II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Dallas, State of Texas on the 11th day of December,
1996.

                                    First USA Paymentech, Inc.

                                    By: /s/ Pamela H. Patsley
                                        --------------------------------------
                                         Pamela H. Patsley
                                         Chief Executive Officer and President
                                         (Principal Executive Officer)

                               POWER OF ATTORNEY

     Each person whose signature appears below authorizes Pamela H. Patsley,
David W. Truetzel and Philip E. Taken, and each of them, each of whom may act
without joinder of the other, to execute in the name of each such person who is
then an officer or director of the Registrant and to file any amendments to this
Registration Statement necessary or advisable to enable the Registrant to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in respect thereof, in
connection with the registration of the securities which are the subject of this
Registration Statement, which amendments may make such changes in the
Registration Statement as such attorney may deem appropriate.

                                     II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on December 11, 1996.

Name                                     Title
----                                     -----

/s/ John C. Tolleson                     Chairman of the Board
---------------------------------------                       
John C. Tolleson

/s/ Pamela H. Patsley                    Chief Executive Officer, President and
---------------------------------------  Director (Principal Executive Officer)
Pamela H. Patsley                     

/s/ David W. Truetzel                    Chief Financial Officer and Secretary
---------------------------------------  (Principal Financial and Accounting
David W. Truetzel                         Officer)

/s/ Richard W. Vague                     Director
---------------------------------------          
Richard W. Vague

/s/ Gene H. Bishop                       Director
---------------------------------------          
Gene H. Bishop

/s/ Rupinder S. Sidhu                    Director
---------------------------------------          
Rupinder S. Sidhu

                                     II-5
EMPLOYEE STOCK PURCHASE PLAN OF FIRST USA PAYMENTECH, INC.

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Plan has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Dallas, State of
Texas, on December 11, 1996.
                   
                                    Employee Stock Purchase Plan of
                                    First USA Paymentech, Inc.

                                    By: Advisory Committee

                                            By: /s/ Mary Baker
                                               ----------------------------
                                               Mary Baker, Committee Member

                                     II-6
EXHIBIT LIST

Exhibit No.    Description of Exhibit
-----------    ----------------------

5              Opinion of Philip E. Taken.

23.1           Consent of Ernst & Young LLP

23.2           Consent of Philip E. Taken (included in its opinion filed as
               Exhibit 5 to this Registration Statement).

24             Power of Attorney (appearing on page II-5 of this Registration
               Statement).

99.1           Employee Stock Purchase Plan of First USA Paymentech, Inc.

                                     II-7