<PAGE>
 
As filed with the Securities and               Registration No.333- ____________
Exchange Commission on August 30, 1996.

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

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

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

              DELAWARE                                            75-2291060
     (State or other jurisdiction                             (I.R.S. Employer
   of incorporation or organization)                         Identification No.)
 
     1601 ELM STREET, SUITE 4700
           DALLAS, TEXAS                                            75201
(Address of principal executive offices)                          (Zip Code)

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

                EMPLOYEE STOCK PURCHASE PLAN OF FIRST USA, INC.
                           (Full title of the plan)
 
 
                                                             WITH A COPY TO:
           JACK M. ANTONINI                              CHARLES D. MAGUIRE, JR.
            FIRST USA, INC.                             JACKSON & WALKER, L.L.P.
      1601 ELM STREET, SUITE 4700                           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
 -------------------------------------------------------------------------------
<TABLE> 
<CAPTION> 

   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             500,000 shares          $54.50              $27,250,000.00         $9,396.55
$.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 August 28, 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 plans described herein.

    Pursuant to General Instruction E of Form S-8, with respect to the shares
    registered under the Employee Stock Purchase Plan of First USA, Inc., this
    Registration Statement incorporates by reference the contents of the
    Registrant's Registration Statement Nos. 33-48354, 33-71184 and 33-86658 on
    Form S-8, including all exhibits attached thereto.
<PAGE>
 
                               EXPLANATORY NOTE

   On July 17, 1996, the Board of Directors of First USA, Inc. (the
"Registrant") approved, subject to shareholder approval, an amendment to the
Registrant's Employee Stock Purchase Plan (the "Plan"). Among other changes, the
amendment increased the maximum number of shares of the Registrant's common
stock, par value $0.01 per share (the "Common Stock") reserved for issuance
under the Plan by 500,000 shares. This Registration Statement on Form S-8
relates to the additional 500,000 shares of Common Stock issuable pursuant to
provisions of the Plan as a result of the amendment.


                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 8.   EXHIBITS.

   (a)       The following is a list of all exhibits filed as a part of this
             Registration Statement on Form S-8.

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

5            Opinion of Jackson & Walker, L.L.P.*

23.1         Consent of Ernst & Young LLP*

23.2         Consent of Jackson & Walker, L.L.P. (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         Amendment No. 2 to the Employee Stock Purchase Plan of First USA,
             Inc.*

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

*  Filed herewith.
<PAGE>
 

     (b)  In accordance with Form S-8 Item 8(b), the undersigned registrant will
or has undertaken to submit the Plan to the Internal Revenue Service ("IRS") and
has made or will make all changes required by the IRS in order to qualify the
Plan.

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)  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

                                      II-2
<PAGE>
 
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 30th day of August,
1996.



                                    FIRST USA, INC.



                                    By: /s/ John C. Tolleson
                                        ----------------------------------------
                                        John C. Tolleson
                                        Chairman of the Board and
                                        Chief Executive Officer
                                        (Principal Executive Officer)


                               POWER OF ATTORNEY


     Each person whose signature appears below authorizes John C. Tolleson, Jack
M. Antonini 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.
<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 August 30, 1996.

Name                                    Title
- ----                                    -----


/s/ John C. Tolleson                    Chairman of the Board and
- -------------------------               Chief Executive Officer      
John C. Tolleson                        (Principal Executive Officer) 
                                        


/s/ Richard W. Vague                    President
- -------------------------
Richard W. Vague 



/s/ Jack M. Antonini                    Vice Chairman Finance and Planning
- -------------------------               (Principal Accounting and Financial
Jack M. Antonini                        Officer)                            
                                        


/s/ Gerald S. Armstrong                 Director
- -------------------------
Gerald S. Armstrong 


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



/s/ Charles T. Russell                  Director
- -------------------------
Charles T. Russell 



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



/s/ Roger T. Staubach                   Director
- -------------------------
Roger T. Staubach 



/s/ Carl H. Westcott                    Director
- -------------------------
Carl H. Westcott 
<PAGE>
 
                EMPLOYEE STOCK PURCHASE PLAN OF FIRST USA, 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 August 30, 1996.

                           Employee Stock Purchase Plan of
                           First USA, Inc.


                           By: First USA Employee Benefits Committee



                                By: /s/ Mary Baker
                                    --------------------------------------------
                                    Mary Baker, Committee Member
<PAGE>
 
                                 EXHIBIT LIST


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

5            Opinion of Jackson & Walker, L.L.P.

23.1         Consent of Ernst & Young LLP.

23.2         Consent of Jackson & Walker, L.L.P. (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         First Amendment to the Employee Stock Purchase Plan of First USA,
             Inc.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 14331}]
{"company-data": {"conformed-name": "FIRST USA INC", "cik": "0000883172", "assigned-sic": "6141", "irs-number": "752291060", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11245", "film-number": "96624786"}, "business-address": {"street1": "1601 ELM STREET 47TH FLOOR", "city": "DALLAS", "state": "TX", "zip": "75201", "phone": "2148492444"}, "mail-address": {"street1": "1601 ELM STREET", "street2": "47TH FLOOR", "city": "DALLAS", "state": "TX", "zip": "75201"}}
As filed with the Securities and               Registration No.333- ____________
Exchange Commission on August 30, 1996.

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

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

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

              DELAWARE                                            75-2291060
     (State or other jurisdiction                             (I.R.S. Employer
   of incorporation or organization)                         Identification No.)
 
     1601 ELM STREET, SUITE 4700
           DALLAS, TEXAS                                            75201
(Address of principal executive offices)                          (Zip Code)

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

                EMPLOYEE STOCK PURCHASE PLAN OF FIRST USA, INC.
                           (Full title of the plan)
 
 
                                                             WITH A COPY TO:
           JACK M. ANTONINI                              CHARLES D. MAGUIRE, JR.
            FIRST USA, INC.                             JACKSON & WALKER, L.L.P.
      1601 ELM STREET, SUITE 4700                           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             500,000 shares          $54.50              $27,250,000.00         $9,396.55
$.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 August 28, 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 plans described herein.

    Pursuant to General Instruction E of Form S-8, with respect to the shares
    registered under the Employee Stock Purchase Plan of First USA, Inc., this
    Registration Statement incorporates by reference the contents of the
    Registrant's Registration Statement Nos. 33-48354, 33-71184 and 33-86658 on
    Form S-8, including all exhibits attached thereto.
EXPLANATORY NOTE

   On July 17, 1996, the Board of Directors of First USA, Inc. (the
"Registrant") approved, subject to shareholder approval, an amendment to the
Registrant's Employee Stock Purchase Plan (the "Plan"). Among other changes, the
amendment increased the maximum number of shares of the Registrant's common
stock, par value $0.01 per share (the "Common Stock") reserved for issuance
under the Plan by 500,000 shares. This Registration Statement on Form S-8
relates to the additional 500,000 shares of Common Stock issuable pursuant to
provisions of the Plan as a result of the amendment.

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.   EXHIBITS.

   (a)       The following is a list of all exhibits filed as a part of this
             Registration Statement on Form S-8.

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

5            Opinion of Jackson & Walker, L.L.P.*

23.1         Consent of Ernst & Young LLP*

23.2         Consent of Jackson & Walker, L.L.P. (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         Amendment No. 2 to the Employee Stock Purchase Plan of First USA,
             Inc.*

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

*  Filed herewith.
(b)  In accordance with Form S-8 Item 8(b), the undersigned registrant will
or has undertaken to submit the Plan to the Internal Revenue Service ("IRS") and
has made or will make all changes required by the IRS in order to qualify the
Plan.

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)  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

                                      II-2
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 30th day of August,
1996.

                                    FIRST USA, INC.

                                    By: /s/ John C. Tolleson
                                        ----------------------------------------
                                        John C. Tolleson
                                        Chairman of the Board and
                                        Chief Executive Officer
                                        (Principal Executive Officer)

                               POWER OF ATTORNEY

     Each person whose signature appears below authorizes John C. Tolleson, Jack
M. Antonini 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.
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 August 30, 1996.

Name                                    Title
- ----                                    -----

/s/ John C. Tolleson                    Chairman of the Board and
- -------------------------               Chief Executive Officer      
John C. Tolleson                        (Principal Executive Officer) 
                                        

/s/ Richard W. Vague                    President
- -------------------------
Richard W. Vague 

/s/ Jack M. Antonini                    Vice Chairman Finance and Planning
- -------------------------               (Principal Accounting and Financial
Jack M. Antonini                        Officer)                            
                                        

/s/ Gerald S. Armstrong                 Director
- -------------------------
Gerald S. Armstrong 

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

/s/ Charles T. Russell                  Director
- -------------------------
Charles T. Russell 

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

/s/ Roger T. Staubach                   Director
- -------------------------
Roger T. Staubach 

/s/ Carl H. Westcott                    Director
- -------------------------
Carl H. Westcott
EMPLOYEE STOCK PURCHASE PLAN OF FIRST USA, 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 August 30, 1996.

                           Employee Stock Purchase Plan of
                           First USA, Inc.

                           By: First USA Employee Benefits Committee

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

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

5            Opinion of Jackson & Walker, L.L.P.

23.1         Consent of Ernst & Young LLP.

23.2         Consent of Jackson & Walker, L.L.P. (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         First Amendment to the Employee Stock Purchase Plan of First USA,
             Inc.