<PAGE>
 
     As filed with the Securities and Exchange Commission on June 27, 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, 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 4700
                              DALLAS, TEXAS 75201
          (Address of Principal Executive Offices, Including Zip Code)

                      FIRST USA DEFERRED COMPENSATION PLAN
                            (Full Title of the Plan)

                                JACK M. ANTONINI
                      VICE CHAIRMAN, FINANCE AND PLANNING
                                FIRST USA, INC.
                          1601 ELM STREET, SUITE 4700
                              DALLAS, TEXAS 75201
                                 (214) 849-2000
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:

          PHILIP E. TAKEN, ESQ.                    MICHAEL P. FINCH, ESQ.  
 SENIOR VICE PRESIDENT AND GENERAL COUNSEL         VINSON & ELKINS L.L.P.  
             FIRST USA, INC.                       2300 FIRST CITY TOWER  
      1601 ELM STREET, SUITE 4700                    1001 FANNIN STREET
            DALLAS, TEXAS 75201                     HOUSTON, TEXAS 77002  
               (214) 849-2000                          (713) 758-2128

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                                                                                                    

                                                      PROPOSED MAXIMUM         PROPOSED MAXIMUM           AMOUNT OF                 

TITLE OF SECURITIES TO BE        AMOUNT TO BE            OFFERING                 AGGREGATE              REGISTRATION               

 REGISTERED(1)                   REGISTERED(2)        PRICE PER SHARE          OFFERING PRICE(2)              FEE     
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                              <C>                  <C>                      <C>                       <C> 
Deferred Compensation
 Obligations...................
- ------------------------------------------------------------------------------------------------------------------------------------

Common Stock, par value $.01
 per share (the "Common Stock").
- ------------------------------------------------------------------------------------------------------------------------------------

       Total                          $4,000,000               100%                    $4,000,000              $1,380
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>
(1)  The Deferred Compensation Obligations are unsecured obligations of First
     USA, Inc. to pay deferred compensation in the future in accordance with the
     terms of the First USA Deferred Compensation Plan for a select group of
     eligible employees.
(2)  The amount to be registered is estimated solely for purposes of calculating
     the registration fee and includes such indeterminate number of shares of
     the Registrant's Common Stock as may be issued at indeterminate prices from
     time to time as one of the various investment options for participants in
     the First USA Deferred Compensation Plan.
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

  The following documents filed with the Securities and Exchange Commission (the
"Commission") by First USA, Inc., a Delaware corporation (the "Registrant"), are
incorporated by reference in this registration statement:

(a)  Annual Report on Form 10-K of the Registrant for the fiscal year ended
     June 30, 1995 (File No. 1-11030).

(b)  The description of the Common Stock, par value $.01 per share, of the
     Registrant, contained in the Registrant's Registration Statement on Form S-
     1, No. 33-45110, as filed with the Commission on January 16, 1992,
     including any amendment or report filed for the purpose of updating such
     description.

(c)  Quarterly Reports on Form 10-Q of the Registrant for the fiscal quarters
     ended September 30, 1995, December 31, 1995 and March 31, 1996.

(d)  Current Reports on Form 8-K of the Registrant dated July 6, 1995, September
     14, 1995, December 7, 1995, March 6, 1996 and May 2, 1996.

  All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c) 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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 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 incorporated or 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.

  The Deferred Compensation Obligations registered hereunder (the "Obligations")
are unsecured obligations of the Registrant and its subsidiaries to pay deferred
compensation in the future in accordance with the terms of the First USA
Deferred Compensation Plan (the "Plan") and the First USA Deferred Compensation
Plan Trust Agreement, dated as of June 27, 1996, between First USA, Inc. and
Wachovia Bank of North Carolina, N.A., as Trustee (the "Trust Agreement"), which
are filed as Exhibits 4.6 and 4.7 to this Registration Statement.  Such Exhibits
set forth a description of the Obligations and are incorporated herein by
reference in their entirety in response to this Item 4., pursuant to Rule
411(b)(3) under the Securities Act of 1933.

  No participant under the Plan shall have any preferred claim to, or any
beneficial ownership interest in, any assets which are subject to the Trust
established by the Trust Agreement (the "Trust").  All such assets are subject
to the claims of the creditors of the participant's employer until they are paid
out of the Trust to the participant in accordance with the terms of the Plan.
The Plan provides that payment of all Obligations of the Registrant's
subsidiaries under the Plan is guaranteed by the Registrant, and that any such
payment by the Registrant shall be made directly and not through the Trust.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

  Not applicable.

                                      II-1
<PAGE>
 
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

  As authorized by Section 145 of the General Corporation Law of the State of
Delaware (the "Delaware Corporation Law"), each director and officer of the
Registrant may be indemnified by the Registrant against expenses (including
attorneys' fees, judgments, fines and amounts paid in settlement) actually and
reasonably incurred in connection with the defense or settlement of any
threatened, pending or completed legal proceedings in which he is involved by
reason of the fact that he is or was a director of officer of the Registrant if
he acted in good faith and in a manner that he reasonably believed to be in or
not opposed to the best interests of the Registrant, and, with respect to any
criminal action or proceeding, if he had no reasonable cause to believe that his
conduct was unlawful.  If the legal proceeding, however, is by or in the right
of the Registrant, the director or officer may not be indemnified in respect of
any claim, issue or matter as to which he shall have been adjudged to be liable
for negligence or misconduct in the performance of his duty to the Registrant
unless a court determines otherwise.

  In addition, the Registrant has directors' and officers' liability coverage
pursuant to an insurance policy maintained by the Registrant.

  The Registrant's Restated Certificate of Incorporation provides that no
director of the Registrant shall be liable to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Registrant
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) in respect
of certain unlawful dividend payments or stock redemptions or repurchases or
(iv) for any transaction from which the director derived an improper personal
benefit.  The effect of these provisions will be to eliminate the rights of the
Registrant and its stockholders (through stockholders' derivative suits on
behalf of the Registrant) to recover monetary damages against a director for
breach of fiduciary duty as a director (including breaches resulting from
grossly negligent behavior), except in the situation described above.  The
provisions will not limit the liability of directors under federal securities
laws.

  The foregoing statements are subject to the detailed provisions of the
Delaware Corporation Law, the Registrant's Certificate of Incorporation, as
amended, and the Registrant's By-Laws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

  Not applicable.

ITEM 8.  EXHIBITS.

4.1    Restated Certificate of Incorporation of the Registrant (incorporated by
       reference to Exhibit 3.1.1 to the Registrant's Annual Report on Form 10-K
       for the Registrant's fiscal year ended June 30, 1995).

4.2    Certificate of Correction of the Restated Certificate of Incorporation of
       the Registrant (incorporated by reference to Exhibit 3.1.1 to the
       Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
       September 30, 1993).

4.3    Certificate of Amendment to the Restated Certificate of Incorporation of
       the Registrant (incorporated by reference to Exhibit 3.1.2 to the
       Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
       September 30, 1993).

4.4    Certificate of the Powers, Designations, Preferences and Rights of the 
       6-1/4% PRIDES, Mandatory Convertible Preferred Stock (incorporated by
       reference to Exhibit 4.1.2 to the Registrant's Registration Statement on
       Form S-3 (No. 33-74288).

4.5    By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to
       the Registrant's Form S-1 Registration Statement No. 33-45110).

*4.6   First USA Deferred Compensation Plan.

                                      II-2
<PAGE>
 
 *4.7 First USA Deferred Compensation Plan Trust Agreement, dated as of June 27,
      1996, between First USA, Inc. and Wachovia Bank of North Carolina, N.A.,
      as Trustee.

 *5.1 Opinion of Philip E. Taken, Esq. regarding the legality of the Common
      Stock and the Deferred Compensation Obligations being registered.

*23.1 Consent of Ernst & Young LLP.

*23.2 Consent of Philip E. Taken, Esq. (included in Exhibit 5.1).

 24   Powers of Attorney (included on the signature page hereof).
______________________
*  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 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.

  (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 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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 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 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, 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 27th day of June,
1996.


                              FIRST USA, INC.
                              (Registrant)


                              By /s/ JOHN C. TOLLESON
                                 --------------------------------------
                                 John C. Tolleson
                                 Chairman of the Board and Chief Executive
                                  Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on June 27, 1996.


                               POWER OF ATTORNEY

     We, the undersigned directors and officers of First USA, Inc. and each of
us, do hereby constitute and appoint Philip E. Taken, our true and lawful
attorney and agent, with power of substitution, to do any and all acts and
things in our name and behalf in our capacities as directors and officers and to
execute any and all instruments for us and in our names in the capacities
indicated above, which said attorney and agent may deem necessary or advisable
to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with this Registration Statement, including
specifically, but without limitation, power and authority to sign for us or any
of us in our names in the capacities indicated below, and any and all amendments
(including post-effective amendments) hereto and we do hereby ratify and confirm
all that the said attorney and agent, or his substitute or substitutes shall do
or cause to be done by virtue hereof.


     SIGNATURE                           TITLE

/s/ JOHN C. TOLLESON                Chairman of the Board, Chief Executive
    John C. Tolleson                Officer and Director (Principal Executive
                                    Officer)

/s/ RICHARD W. VAGUE                President and Director
    Richard W. Vague

/s/ JACK M. ANTONINI                Vice Chairman, Finance and Planning
    Jack M. Antonini                (Principal Financial Officer)

/s/ STEVEN L. McDONALD              Senior Vice President (Principal Accounting
    Steven L. McDonald              Officer)
                      
/s/ GERALD S. ARMSTRONG             Director
    Gerald S. Armstrong

/s/ GENE H. BISHOP                  Director
    Gene H. Bishop

                                      II-4
<PAGE>
 
/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

                                      II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18286}]
{"company-data": {"conformed-name": "FIRST USA INC", "cik": "0000883172", "assigned-sic": "6153", "irs-number": "752291060", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07025", "film-number": "96587298"}, "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 Exchange Commission on June 27, 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, 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 4700
                              DALLAS, TEXAS 75201
          (Address of Principal Executive Offices, Including Zip Code)

                      FIRST USA DEFERRED COMPENSATION PLAN
                            (Full Title of the Plan)

                                JACK M. ANTONINI
                      VICE CHAIRMAN, FINANCE AND PLANNING
                                FIRST USA, INC.
                          1601 ELM STREET, SUITE 4700
                              DALLAS, TEXAS 75201
                                 (214) 849-2000
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:

          PHILIP E. TAKEN, ESQ.                    MICHAEL P. FINCH, ESQ.  
 SENIOR VICE PRESIDENT AND GENERAL COUNSEL         VINSON & ELKINS L.L.P.  
             FIRST USA, INC.                       2300 FIRST CITY TOWER  
      1601 ELM STREET, SUITE 4700                    1001 FANNIN STREET
            DALLAS, TEXAS 75201                     HOUSTON, TEXAS 77002  
               (214) 849-2000                          (713) 758-2128

                        CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM         PROPOSED MAXIMUM           AMOUNT OF                 

TITLE OF SECURITIES TO BE        AMOUNT TO BE            OFFERING                 AGGREGATE              REGISTRATION               

 REGISTERED(1)                   REGISTERED(2)        PRICE PER SHARE          OFFERING PRICE(2)              FEE     
- ------------------------------------------------------------------------------------------------------------------------------------
Deferred Compensation
 Obligations...................
- ------------------------------------------------------------------------------------------------------------------------------------

Common Stock, par value $.01
 per share (the "Common Stock").
- ------------------------------------------------------------------------------------------------------------------------------------

       Total                          $4,000,000               100%                    $4,000,000              $1,380
- ------------------------------------------------------------------------------------------------------------------------------------
(1)  The Deferred Compensation Obligations are unsecured obligations of First
     USA, Inc. to pay deferred compensation in the future in accordance with the
     terms of the First USA Deferred Compensation Plan for a select group of
     eligible employees.
(2)  The amount to be registered is estimated solely for purposes of calculating
     the registration fee and includes such indeterminate number of shares of
     the Registrant's Common Stock as may be issued at indeterminate prices from
     time to time as one of the various investment options for participants in
     the First USA Deferred Compensation Plan.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

  The following documents filed with the Securities and Exchange Commission (the
"Commission") by First USA, Inc., a Delaware corporation (the "Registrant"), are
incorporated by reference in this registration statement:

(a)  Annual Report on Form 10-K of the Registrant for the fiscal year ended
     June 30, 1995 (File No. 1-11030).

(b)  The description of the Common Stock, par value $.01 per share, of the
     Registrant, contained in the Registrant's Registration Statement on Form S-
     1, No. 33-45110, as filed with the Commission on January 16, 1992,
     including any amendment or report filed for the purpose of updating such
     description.

(c)  Quarterly Reports on Form 10-Q of the Registrant for the fiscal quarters
     ended September 30, 1995, December 31, 1995 and March 31, 1996.

(d)  Current Reports on Form 8-K of the Registrant dated July 6, 1995, September
     14, 1995, December 7, 1995, March 6, 1996 and May 2, 1996.

  All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c) 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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 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 incorporated or 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.

  The Deferred Compensation Obligations registered hereunder (the "Obligations")
are unsecured obligations of the Registrant and its subsidiaries to pay deferred
compensation in the future in accordance with the terms of the First USA
Deferred Compensation Plan (the "Plan") and the First USA Deferred Compensation
Plan Trust Agreement, dated as of June 27, 1996, between First USA, Inc. and
Wachovia Bank of North Carolina, N.A., as Trustee (the "Trust Agreement"), which
are filed as Exhibits 4.6 and 4.7 to this Registration Statement.  Such Exhibits
set forth a description of the Obligations and are incorporated herein by
reference in their entirety in response to this Item 4., pursuant to Rule
411(b)(3) under the Securities Act of 1933.

  No participant under the Plan shall have any preferred claim to, or any
beneficial ownership interest in, any assets which are subject to the Trust
established by the Trust Agreement (the "Trust").  All such assets are subject
to the claims of the creditors of the participant's employer until they are paid
out of the Trust to the participant in accordance with the terms of the Plan.
The Plan provides that payment of all Obligations of the Registrant's
subsidiaries under the Plan is guaranteed by the Registrant, and that any such
payment by the Registrant shall be made directly and not through the Trust.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

  Not applicable.

                                      II-1
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

  As authorized by Section 145 of the General Corporation Law of the State of
Delaware (the "Delaware Corporation Law"), each director and officer of the
Registrant may be indemnified by the Registrant against expenses (including
attorneys' fees, judgments, fines and amounts paid in settlement) actually and
reasonably incurred in connection with the defense or settlement of any
threatened, pending or completed legal proceedings in which he is involved by
reason of the fact that he is or was a director of officer of the Registrant if
he acted in good faith and in a manner that he reasonably believed to be in or
not opposed to the best interests of the Registrant, and, with respect to any
criminal action or proceeding, if he had no reasonable cause to believe that his
conduct was unlawful.  If the legal proceeding, however, is by or in the right
of the Registrant, the director or officer may not be indemnified in respect of
any claim, issue or matter as to which he shall have been adjudged to be liable
for negligence or misconduct in the performance of his duty to the Registrant
unless a court determines otherwise.

  In addition, the Registrant has directors' and officers' liability coverage
pursuant to an insurance policy maintained by the Registrant.

  The Registrant's Restated Certificate of Incorporation provides that no
director of the Registrant shall be liable to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Registrant
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) in respect
of certain unlawful dividend payments or stock redemptions or repurchases or
(iv) for any transaction from which the director derived an improper personal
benefit.  The effect of these provisions will be to eliminate the rights of the
Registrant and its stockholders (through stockholders' derivative suits on
behalf of the Registrant) to recover monetary damages against a director for
breach of fiduciary duty as a director (including breaches resulting from
grossly negligent behavior), except in the situation described above.  The
provisions will not limit the liability of directors under federal securities
laws.

  The foregoing statements are subject to the detailed provisions of the
Delaware Corporation Law, the Registrant's Certificate of Incorporation, as
amended, and the Registrant's By-Laws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

  Not applicable.

ITEM 8.  EXHIBITS.

4.1    Restated Certificate of Incorporation of the Registrant (incorporated by
       reference to Exhibit 3.1.1 to the Registrant's Annual Report on Form 10-K
       for the Registrant's fiscal year ended June 30, 1995).

4.2    Certificate of Correction of the Restated Certificate of Incorporation of
       the Registrant (incorporated by reference to Exhibit 3.1.1 to the
       Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
       September 30, 1993).

4.3    Certificate of Amendment to the Restated Certificate of Incorporation of
       the Registrant (incorporated by reference to Exhibit 3.1.2 to the
       Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
       September 30, 1993).

4.4    Certificate of the Powers, Designations, Preferences and Rights of the 
       6-1/4% PRIDES, Mandatory Convertible Preferred Stock (incorporated by
       reference to Exhibit 4.1.2 to the Registrant's Registration Statement on
       Form S-3 (No. 33-74288).

4.5    By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to
       the Registrant's Form S-1 Registration Statement No. 33-45110).

*4.6   First USA Deferred Compensation Plan.

                                      II-2
*4.7 First USA Deferred Compensation Plan Trust Agreement, dated as of June 27,
      1996, between First USA, Inc. and Wachovia Bank of North Carolina, N.A.,
      as Trustee.

 *5.1 Opinion of Philip E. Taken, Esq. regarding the legality of the Common
      Stock and the Deferred Compensation Obligations being registered.

*23.1 Consent of Ernst & Young LLP.

*23.2 Consent of Philip E. Taken, Esq. (included in Exhibit 5.1).

 24   Powers of Attorney (included on the signature page hereof).
______________________
*  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 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.

  (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 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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 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 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, 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 27th day of June,
1996.

                              FIRST USA, INC.
                              (Registrant)

                              By /s/ JOHN C. TOLLESON
                                 --------------------------------------
                                 John C. Tolleson
                                 Chairman of the Board and Chief Executive
                                  Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on June 27, 1996.

                               POWER OF ATTORNEY

     We, the undersigned directors and officers of First USA, Inc. and each of
us, do hereby constitute and appoint Philip E. Taken, our true and lawful
attorney and agent, with power of substitution, to do any and all acts and
things in our name and behalf in our capacities as directors and officers and to
execute any and all instruments for us and in our names in the capacities
indicated above, which said attorney and agent may deem necessary or advisable
to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with this Registration Statement, including
specifically, but without limitation, power and authority to sign for us or any
of us in our names in the capacities indicated below, and any and all amendments
(including post-effective amendments) hereto and we do hereby ratify and confirm
all that the said attorney and agent, or his substitute or substitutes shall do
or cause to be done by virtue hereof.

     SIGNATURE                           TITLE

/s/ JOHN C. TOLLESON                Chairman of the Board, Chief Executive
    John C. Tolleson                Officer and Director (Principal Executive
                                    Officer)

/s/ RICHARD W. VAGUE                President and Director
    Richard W. Vague

/s/ JACK M. ANTONINI                Vice Chairman, Finance and Planning
    Jack M. Antonini                (Principal Financial Officer)

/s/ STEVEN L. McDONALD              Senior Vice President (Principal Accounting
    Steven L. McDonald              Officer)
                      
/s/ GERALD S. ARMSTRONG             Director
    Gerald S. Armstrong

/s/ GENE H. BISHOP                  Director
    Gene H. Bishop

                                      II-4
/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

                                      II-5