SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933


                              BANC ONE CORPORATION
                                                                               
             (Exact name of registrant as specified in its charter)


                Ohio                                     31-0738296            
  (State or other jurisdiction of          (I.R.S. Employer Identification No.)
   incorporation or organization)


100 East Broad Street, Columbus, Ohio                    43271-0261            
(Address of Principal Executive Offices)                 (Zip Code)





                                        
             Liberty National Bancorp, Inc. 1986 Stock Option Plan
               First Federal Savings Bank 1992 Stock Option Plan
                                                                               
                           (Full title of the plans)



                     Steven Alan Bennett, General Counsel 
                              BANC ONE CORPORATION
               100 East Broad Street, Columbus, Ohio  43271-0158
                                                                               
                    (Name and address of agent for service)


                                  614/248-7590
                                                                               
         (Telephone number, including area code, of agent for service)


                                With Copies to:
                            Kenneth L. Wagner, Esq.
                              BANC ONE CORPORATION
                             100 East Broad Street
                           Columbus, Ohio  43271-0158
                                  614-248-5304

                        Calculation of Registration Fee
                                                                               
                                          Proposed    Proposed                 
                                           maximum     maximum                 
                              Amount      offering    aggregate      Amount of 
Title of securities            to be        price     offering     registration
 to be registered           registered   per share(1)   price           fee    

Common Stock                 870,031       $33.625   $29,254,793     $10,088
                                                                               
(1) Estimated solely for purpose of computing the registration fee based upon 
    the average of the high and low trade prices of the Common Stock as 
    reported on the New York Stock Exchange on August 15, 1994.



                                                       

Exhibit Index on page II-6.


                                        
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Documents by Reference.

    The following documents previously filed by the Registrant with the 
Securities and Exchange Commission (the "Commission") are incorporated by 
reference in this Registration Statement:

    1.   The Registrant's Annual Report on Form 10-K for the fiscal year ended 
December 31, 1993.

    2.   All other reports filed pursuant to Section 13(a) or 15(d) of the 
Securities Exchange Act of 1934 (the "Exchange Act") since the end of the 
fiscal year ended December 31, 1993.

    3.   The Registrant's registration statement filed pursuant to Section 12 
of the Exchange Act, containing a description of the Registrant's common stock, 
including any amendment or report filed for the purpose of updating such 
description.

    In addition, all documents subsequently filed by the Registrant pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of 
a post-effective amendment which indicates that all securities offered have 
been sold or which deregisters all securities then remaining unsold, shall be 
deemed to be incorporated by reference in this Registration Statement and to be 
a part hereof from the date of filing of such documents.


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 1701.13(E) of the Ohio General Corporation Law sets forth 
provisions which define the extent to which a corporation may indemnify 
directors, officers and employees.  Those provisions have been adopted by the 
Registrant in Article V of the Registrant's Code of Regulations.  Article V 
provides for the indemnification or the purchase of insurance for the benefit 
of the directors, officers, employees and agents of the Registrant in the event 
such persons are subject to legal action as a result of actions in their 
capacities as directors, officers, employees or agents of the Registrant. The 
Registrant has entered into indemnification agreements with its directors and 
executive officers that provide for indemnification unless the indemnitee's 
conduct is finally adjudged by a court to be knowingly fraudulent, deliberately 
dishonest or willful misconduct.  The Registrant indemnifies other officers, 
employees or agents provided such persons acted in good faith and in a manner 
which they reasonably believed to be in or not opposed to the best interest of 
the Registrant or, with respect to criminal actions, had no reason to believe 
was unlawful.


ITEM 7.  Exemption from Registration Claimed.

         Not Applicable.


ITEM 8.  Exhibits.

         See the Exhibit Index attached hereto.


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 of 1933;

              (ii)  To reflect in the prospectus any facts or events arising 
                    after the effective date of this 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 this registration 
                    statement; and

              (iii) To include any material information with respect to the 
                    plan of distribution not previously disclosed in this 
                    registration statement or any material change to such 
                    information in this 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 Registrant pursuant to 
                    Section 13 or 15(d) of the Securities Exchange Act of 1934 
                    that are incorporated by reference in this registration 
                    statement.

         (2)  That, for the purpose of determining any liability under the 
              Securities Act of 1933, 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 of 1933, each 
         filing of the Registrant's annual report pursuant to Section 13(a) or 
         15(d) of the Securities Exchange Act of 1934 that is incorporated by 
         reference in this 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 of 1933 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 Securities and Exchange Commission such indemnification 
         is against public policy as expressed in the 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 Act and will be 
         governed by the final adjudication of such issue.

                                    SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing this Registration Statement and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, thereunto 
duly authorized, in the City of Columbus, State of Ohio, on August 17, 1994.


                                      BANC ONE CORPORATION


                                      By:   /s/ Roman J. Gerber             
                                            Roman J. Gerber
                                            Executive Vice President




                               POWER OF ATTORNEY

We, the undersigned officers and directors of BANC ONE CORPORATION, hereby 
severally constitute and appoint Roman J. Gerber, George R. L. Meiling, or 
William C. Leiter, and each of them, our true and lawful attorneys-in-fact and 
agents, with full power of substitution and resubstitution, for us and in our 
stead, in any and all capacities, to sign any and all amendments (including 
post-effective amendments) to this Registration Statement and all documents 
relating thereto, and to file the same, with all exhibits thereto, and other 
documents in connection therewith, with the Securities and Exchange Commission 
granting unto said attorneys-in-fact and agents, and each of them, full power 
and authority to do and perform each and every act and thing necessary or 
advisable to be done in and about the premises, as fully to all intents and 
purposes as he might or could do in person, hereby ratifying and confirming all 
that said attorneys-in-fact and agents, or any of them, or their substitute or 
substitutes, may lawfully do or cause to be done by virtue hereof.

WITNESS our hands and common seal on the dates set forth below.

Pursuant to the requirements of the Securities Act of 1933, this Registration 
Statement has been signed by the following persons in the capacities and on the 
dates indicated:

           Signature                       Title                  Date       


 /s/ John B. McCoy                Chairman of the Board       August 17, 1994
John B. McCoy                     (Principal Executive
                                  Officer & Director)

 /s/ Donald L. McWhorter          President and Director      August 17, 1994
Donald L. McWhorter
               
           Signature                       Title                  Date       


 /s/ Frederick L. Cullen          Senior Vice President       August 17, 1994
Frederick L. Cullen               (Principal Financial
                                  Officer)


 /s/ William C. Leiter            Controller (Principal       August 17, 1994
William C. Leiter                 Accounting Officer)


 /s/ Charles E. Exley             Director                    August 17, 1994
Charles E. Exley


 /s/ E. Gordon Gee                Director                    August 17, 1994
E. Gordon Gee


 /s/ John R. Hall                 Director                    August 17, 1994
John R. Hall


 /s/ Laban P. Jackson, Jr.        Director                    August 17, 1994
Laban P. Jackson, Jr.


 /s/ John G. McCoy                Director                    August 17, 1994
John G. McCoy


 /s/ Rene C. McPherson            Director                    August 17, 1994
Rene C. McPherson


 /s/ Thekla R. Shackelford        Director                    August 17, 1994
Thekla R. Shackelford


 /s/ Alex Shumate                 Director                    August 17, 1994
Alex Shumate


 /s/ Frederick P. Stratton, Jr.   Director                    August 17, 1994
Frederick P. Stratton, Jr.


 /s/ Romeo J. Ventres             Director                    August 17, 1994
Romeo J. Ventres


 /s/ Robert D. Walter             Director                    August 17, 1994
Robert D. Walter



                                 EXHIBIT INDEX
                        FORM S-8 REGISTRATION STATEMENT

                         BANC ONE KENTUCKY CORPORATION
                             1986 Stock Option Plan
               First Federal Savings Bank 1992 Stock Option Plan



Exhibit No.              Description of Exhibit             Sequential Page No.

  4            Amended Articles of Incorporation of the
               Registrant (incorporated by reference from
               Exhibit 3-1 of the Registrant's Annual Report
               on Form 10-K for the year ended December 31, 
               1991).


  5            Opinion of Steven Alan Bennett, Esq., 
               General Counsel of the Registrant, regarding
               the legality of the securities being offered,
               including consent.


 24.1          Consent of Steven Alan Bennett, Esq., 
               General Counsel of the Registrant (included in
               Exhibit 5 attached hereto).
               

 24.2          Consent of Coopers & Lybrand.
   

 25            Power of attorney of the Registrant
               is contained elsewhere in Part II of this
               Registration Statement.                              


   

<EX-5> Exhibit 5 BANC ONE'S OPINION 



                                                                    Exhibit 5





August 16, 1994



To: The Board of Directors of BANC ONE CORPORATION


I have acted as counsel to BANC ONE CORPORATION, an Ohio corporation ("BANC 
ONE"), in connection with the preparation and filing of a Registration 
Statement on Form S-8 under the Securities Act of 1933, as amended (the "Act"), 
relating to the registration of 870,031 shares of common stock, no par value, 
of BANC ONE (the "Shares").  The Shares may be issued upon the exercise of 
outstanding stock options under the Liberty National Bancorp, Inc. 1986 Stock 
Option Plan (the "1986 Plan") and the First Federal Savings Bank 1992 Stock 
Option Plan (the "1992 Plan").  Pursuant to the Merger Agreement dated as of 
November 2, 1993 (as amended, the "Merger Agreement") by and between Liberty 
National Bancorp, Inc. and Aaron Acquisition Corp., a wholly owned subsidiary 
of BANC ONE, and joined in by BANC ONE, each of the outstanding stock options 
under the 1986 Plan and the 1992 Plan (collectively, the "Outstanding Options") 
has been assumed by BANC ONE and converted into an option to purchase BANC ONE 
Common Stock as provided in the Merger Agreement.

With regard to this opinion and the registration of the Shares, I have examined 
or caused to be examined originals, or copies certified or otherwise identified 
to my satisfaction, of such documents, corporate records, and other instruments 
and have made such other and further investigations as I have deemed necessary 
to enable me to express the opinion hereinafter set forth.

Based upon the foregoing, I am of the opinion that the Shares which may be 
issued by BANC ONE upon the exercise of the Outstanding Options, when issued 
and paid for in accordance with the terms of the Outstanding Options, the Plans 
and the Merger Agreement, will be duly issued, fully paid and non-assessable.

I hereby consent to the filing of this opinion as an Exhibit to the 
Registration Statement on Form S-8.  In giving this consent, I do not hereby 
admit that I come within the category of persons whose consent is required 
under Section 7 of the Act or the General Rules and Regulations thereunder.

Very truly yours,

/s/  Steven Alan Bennett


Steven Alan Bennett
General Counsel

</EX-5>

<EX-24> EXHIBIT 24.2 C&L CONSENT



                                                                Exhibit 24.2




                       CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in this Registration Statement of 
BANC ONE CORPORATION on Form S-8 of our report which includes an explanatory 
paragraph regarding the change in method of accounting for income taxes and 
post-retirement benefits other than pensions in 1993, dated February 21, 1994
on our audits of the consolidated financial statements of BANC ONE CORPORATION
as of December 31, 1993 and 1992, and for the years ended December 31, 1993,
1992, and 1991, included in BANC ONE CORPORATION's Annual Report on Form 10-K
for the year ended December 31, 1993.


                                                 /s/  Coopers & Lybrand

                                                 COOPERS & LYBRAND



Columbus, Ohio
August 17, 1994

</EX-24>
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{"company-data": {"conformed-name": "BANC ONE CORP/OH/", "cik": "0000036090", "assigned-sic": "6021", "irs-number": "310738296", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-55149", "film-number": "94545014"}, "business-address": {"street1": "100 E BROAD ST", "city": "COLUMBUS", "state": "OH", "zip": "43271", "phone": "6142485944"}, "mail-address": {"street1": "100 EAST BROAD STREET", "city": "COLUMBUS", "state": "OH", "zip": "43271-0251"}, "former-company": {"former-conformed-name": "FIRST BANC GROUP OF OHIO INC /OH/", "date-changed": "19800301"}}
SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                              BANC ONE CORPORATION
                                                                               
             (Exact name of registrant as specified in its charter)

                Ohio                                     31-0738296            
  (State or other jurisdiction of          (I.R.S. Employer Identification No.)
   incorporation or organization)

100 East Broad Street, Columbus, Ohio                    43271-0261            
(Address of Principal Executive Offices)                 (Zip Code)

                                        
             Liberty National Bancorp, Inc. 1986 Stock Option Plan
               First Federal Savings Bank 1992 Stock Option Plan
                                                                               
                           (Full title of the plans)

                     Steven Alan Bennett, General Counsel 
                              BANC ONE CORPORATION
               100 East Broad Street, Columbus, Ohio  43271-0158
                                                                               
                    (Name and address of agent for service)

                                  614/248-7590
                                                                               
         (Telephone number, including area code, of agent for service)

                                With Copies to:
                            Kenneth L. Wagner, Esq.
                              BANC ONE CORPORATION
                             100 East Broad Street
                           Columbus, Ohio  43271-0158
                                  614-248-5304

                        Calculation of Registration Fee
                                                                               
                                          Proposed    Proposed                 
                                           maximum     maximum                 
                              Amount      offering    aggregate      Amount of 
Title of securities            to be        price     offering     registration
 to be registered           registered   per share(1)   price           fee    

Common Stock                 870,031       $33.625   $29,254,793     $10,088
                                                                               
(1) Estimated solely for purpose of computing the registration fee based upon 
    the average of the high and low trade prices of the Common Stock as 
    reported on the New York Stock Exchange on August 15, 1994.

                                                       

Exhibit Index on page II-6.

                                        
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Documents by Reference.

    The following documents previously filed by the Registrant with the 
Securities and Exchange Commission (the "Commission") are incorporated by 
reference in this Registration Statement:

    1.   The Registrant's Annual Report on Form 10-K for the fiscal year ended 
December 31, 1993.

    2.   All other reports filed pursuant to Section 13(a) or 15(d) of the 
Securities Exchange Act of 1934 (the "Exchange Act") since the end of the 
fiscal year ended December 31, 1993.

    3.   The Registrant's registration statement filed pursuant to Section 12 
of the Exchange Act, containing a description of the Registrant's common stock, 
including any amendment or report filed for the purpose of updating such 
description.

    In addition, all documents subsequently filed by the Registrant pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of 
a post-effective amendment which indicates that all securities offered have 
been sold or which deregisters all securities then remaining unsold, shall be 
deemed to be incorporated by reference in this Registration Statement and to be 
a part hereof from the date of filing of such documents.

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 1701.13(E) of the Ohio General Corporation Law sets forth 
provisions which define the extent to which a corporation may indemnify 
directors, officers and employees.  Those provisions have been adopted by the 
Registrant in Article V of the Registrant's Code of Regulations.  Article V 
provides for the indemnification or the purchase of insurance for the benefit 
of the directors, officers, employees and agents of the Registrant in the event 
such persons are subject to legal action as a result of actions in their 
capacities as directors, officers, employees or agents of the Registrant. The 
Registrant has entered into indemnification agreements with its directors and 
executive officers that provide for indemnification unless the indemnitee's 
conduct is finally adjudged by a court to be knowingly fraudulent, deliberately 
dishonest or willful misconduct.  The Registrant indemnifies other officers, 
employees or agents provided such persons acted in good faith and in a manner 
which they reasonably believed to be in or not opposed to the best interest of 
the Registrant or, with respect to criminal actions, had no reason to believe 
was unlawful.

ITEM 7.  Exemption from Registration Claimed.

         Not Applicable.

ITEM 8.  Exhibits.

         See the Exhibit Index attached hereto.

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 of 1933;

              (ii)  To reflect in the prospectus any facts or events arising 
                    after the effective date of this 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 this registration 
                    statement; and

              (iii) To include any material information with respect to the 
                    plan of distribution not previously disclosed in this 
                    registration statement or any material change to such 
                    information in this 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 Registrant pursuant to 
                    Section 13 or 15(d) of the Securities Exchange Act of 1934 
                    that are incorporated by reference in this registration 
                    statement.

         (2)  That, for the purpose of determining any liability under the 
              Securities Act of 1933, 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 of 1933, each 
         filing of the Registrant's annual report pursuant to Section 13(a) or 
         15(d) of the Securities Exchange Act of 1934 that is incorporated by 
         reference in this 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 of 1933 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 Securities and Exchange Commission such indemnification 
         is against public policy as expressed in the 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 Act and will be 
         governed by the final adjudication of such issue.

                                    SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing this Registration Statement and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, thereunto 
duly authorized, in the City of Columbus, State of Ohio, on August 17, 1994.

                                      BANC ONE CORPORATION

                                      By:   /s/ Roman J. Gerber             
                                            Roman J. Gerber
                                            Executive Vice President

                               POWER OF ATTORNEY

We, the undersigned officers and directors of BANC ONE CORPORATION, hereby 
severally constitute and appoint Roman J. Gerber, George R. L. Meiling, or 
William C. Leiter, and each of them, our true and lawful attorneys-in-fact and 
agents, with full power of substitution and resubstitution, for us and in our 
stead, in any and all capacities, to sign any and all amendments (including 
post-effective amendments) to this Registration Statement and all documents 
relating thereto, and to file the same, with all exhibits thereto, and other 
documents in connection therewith, with the Securities and Exchange Commission 
granting unto said attorneys-in-fact and agents, and each of them, full power 
and authority to do and perform each and every act and thing necessary or 
advisable to be done in and about the premises, as fully to all intents and 
purposes as he might or could do in person, hereby ratifying and confirming all 
that said attorneys-in-fact and agents, or any of them, or their substitute or 
substitutes, may lawfully do or cause to be done by virtue hereof.

WITNESS our hands and common seal on the dates set forth below.

Pursuant to the requirements of the Securities Act of 1933, this Registration 
Statement has been signed by the following persons in the capacities and on the 
dates indicated:

           Signature                       Title                  Date       

 /s/ John B. McCoy                Chairman of the Board       August 17, 1994
John B. McCoy                     (Principal Executive
                                  Officer & Director)

 /s/ Donald L. McWhorter          President and Director      August 17, 1994
Donald L. McWhorter
               
           Signature                       Title                  Date       

 /s/ Frederick L. Cullen          Senior Vice President       August 17, 1994
Frederick L. Cullen               (Principal Financial
                                  Officer)

 /s/ William C. Leiter            Controller (Principal       August 17, 1994
William C. Leiter                 Accounting Officer)

 /s/ Charles E. Exley             Director                    August 17, 1994
Charles E. Exley

 /s/ E. Gordon Gee                Director                    August 17, 1994
E. Gordon Gee

 /s/ John R. Hall                 Director                    August 17, 1994
John R. Hall

 /s/ Laban P. Jackson, Jr.        Director                    August 17, 1994
Laban P. Jackson, Jr.

 /s/ John G. McCoy                Director                    August 17, 1994
John G. McCoy

 /s/ Rene C. McPherson            Director                    August 17, 1994
Rene C. McPherson

 /s/ Thekla R. Shackelford        Director                    August 17, 1994
Thekla R. Shackelford

 /s/ Alex Shumate                 Director                    August 17, 1994
Alex Shumate

 /s/ Frederick P. Stratton, Jr.   Director                    August 17, 1994
Frederick P. Stratton, Jr.

 /s/ Romeo J. Ventres             Director                    August 17, 1994
Romeo J. Ventres

 /s/ Robert D. Walter             Director                    August 17, 1994
Robert D. Walter

                                 EXHIBIT INDEX
                        FORM S-8 REGISTRATION STATEMENT

                         BANC ONE KENTUCKY CORPORATION
                             1986 Stock Option Plan
               First Federal Savings Bank 1992 Stock Option Plan

Exhibit No.              Description of Exhibit             Sequential Page No.

  4            Amended Articles of Incorporation of the
               Registrant (incorporated by reference from
               Exhibit 3-1 of the Registrant's Annual Report
               on Form 10-K for the year ended December 31, 
               1991).

  5            Opinion of Steven Alan Bennett, Esq., 
               General Counsel of the Registrant, regarding
               the legality of the securities being offered,
               including consent.

 24.1          Consent of Steven Alan Bennett, Esq., 
               General Counsel of the Registrant (included in
               Exhibit 5 attached hereto).
               

 24.2          Consent of Coopers & Lybrand.
   

 25            Power of attorney of the Registrant
               is contained elsewhere in Part II of this
               Registration Statement.
Exhibit 5 BANC ONE'S OPINION 

                                                                    Exhibit 5

August 16, 1994

To: The Board of Directors of BANC ONE CORPORATION

I have acted as counsel to BANC ONE CORPORATION, an Ohio corporation ("BANC 
ONE"), in connection with the preparation and filing of a Registration 
Statement on Form S-8 under the Securities Act of 1933, as amended (the "Act"), 
relating to the registration of 870,031 shares of common stock, no par value, 
of BANC ONE (the "Shares").  The Shares may be issued upon the exercise of 
outstanding stock options under the Liberty National Bancorp, Inc. 1986 Stock 
Option Plan (the "1986 Plan") and the First Federal Savings Bank 1992 Stock 
Option Plan (the "1992 Plan").  Pursuant to the Merger Agreement dated as of 
November 2, 1993 (as amended, the "Merger Agreement") by and between Liberty 
National Bancorp, Inc. and Aaron Acquisition Corp., a wholly owned subsidiary 
of BANC ONE, and joined in by BANC ONE, each of the outstanding stock options 
under the 1986 Plan and the 1992 Plan (collectively, the "Outstanding Options") 
has been assumed by BANC ONE and converted into an option to purchase BANC ONE 
Common Stock as provided in the Merger Agreement.

With regard to this opinion and the registration of the Shares, I have examined 
or caused to be examined originals, or copies certified or otherwise identified 
to my satisfaction, of such documents, corporate records, and other instruments 
and have made such other and further investigations as I have deemed necessary 
to enable me to express the opinion hereinafter set forth.

Based upon the foregoing, I am of the opinion that the Shares which may be 
issued by BANC ONE upon the exercise of the Outstanding Options, when issued 
and paid for in accordance with the terms of the Outstanding Options, the Plans 
and the Merger Agreement, will be duly issued, fully paid and non-assessable.

I hereby consent to the filing of this opinion as an Exhibit to the 
Registration Statement on Form S-8.  In giving this consent, I do not hereby 
admit that I come within the category of persons whose consent is required 
under Section 7 of the Act or the General Rules and Regulations thereunder.

Very truly yours,

/s/  Steven Alan Bennett

Steven Alan Bennett
General Counsel
EXHIBIT 24.2 C&L CONSENT

                                                                Exhibit 24.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Registration Statement of 
BANC ONE CORPORATION on Form S-8 of our report which includes an explanatory 
paragraph regarding the change in method of accounting for income taxes and 
post-retirement benefits other than pensions in 1993, dated February 21, 1994
on our audits of the consolidated financial statements of BANC ONE CORPORATION
as of December 31, 1993 and 1992, and for the years ended December 31, 1993,
1992, and 1991, included in BANC ONE CORPORATION's Annual Report on Form 10-K
for the year ended December 31, 1993.

                                                 /s/  Coopers & Lybrand

                                                 COOPERS & LYBRAND

Columbus, Ohio
August 17, 1994