<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 PAYMENTECH, INC.
             (Exact Name of Registrant as specified in its charter)

          DELAWARE                                  75-2634185
  (State or other jurisdiction                  (I.R.S. Employer
of incorporation or organization)              Identification No.)

                                1601 ELM STREET
                                   SUITE 4700
                              DALLAS, TEXAS 75201
          (Address of Principal Executive Offices, Including Zip Code)

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

                               DAVID W. TRUETZEL
                            CHIEF FINANCIAL OFFICER
                           FIRST USA PAYMENTECH, INC.
                           1601 ELM STREET, SUITE 800
                              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 Paymentech, 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 Paymentech, Inc., a Delaware corporation (the
"Registrant"), are incorporated by reference in this registration statement:

(a)  Prospectus of the Registrant, as filed with the Commission pursuant to Rule
     424(b) under the Securities Act, which forms part of the Registration
     Statement on Form S-1 of the Registrant, as filed with the Commission and
     declared effective on March 21, 1996 (Registration No. 333-262).

(b)  The description of the Common Stock referenced as Item 1 under the caption
     "Description of Registrant's Securities to be Registered" in the
     Registration Statement on Form 8-A of the Registrant, as filed with the
     Commission on February 23, 1996, including any amendment or report filed
     for the purpose of updating such description.

(c)  Quarterly Report on Form 10-Q of the Registrant for the quarter ended March
     31, 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 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
4.3 and 4.4 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 a policy maintained by First USA, Inc.

  Article Eighth of the Certificate of Incorporation of the Registrant, a copy
of which is filed as Exhibit 4.1 to this registration statement, provides that,
to the fullest extent permitted by law, directors of the Registrant will not be
liable for monetary damages to the Registrant or its stockholders for breaches
of their fiduciary duties.

  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 Certificate of Incorporation of the Registrant, as amended (incorporated
       by reference to Exhibit 3.1 to Amendment No. 1 to the Registrant's
       Registration Statement on Form S-1 (No. 333-262) (the "S-1 Registration
       Statement")).

   4.2 By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to
       the S-1 Registration Statement).

  *4.3 First USA Deferred Compensation Plan, as adopted by the Registrant.

  *4.4 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, as adopted by the Registrant.

  *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.

                                      II-2
<PAGE>
 
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 PAYMENTECH, INC.
                              (Registrant)


                              By /s/ PAMELA H. PATSLEY
                                 --------------------------------------
                                 Pamela H. Patsley
                                 President 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
    John C. Tolleson

/s/ PAMELA H. PATSLEY           Director, President and Chief Executive Officer
    Pamela H. Patsley           (Principal Executive Officer)
      
/s/ DAVID W. TRUETZEL           Chief Financial Officer (Principal Financial
    David W. Truetzel           and Accounting Officer)

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

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

/s/ RUPINDER S. SIDHU           Director
    Rupinder S. Sidhu

                                      II-4
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16289}]
{"company-data": {"conformed-name": "FIRST USA PAYMENTECH INC", "cik": "0001005759", "assigned-sic": "7389", "irs-number": "752634185", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06979", "film-number": "96586971"}, "business-address": {"street1": "1601 ELM ST", "street2": "STE 4700", "city": "DALLAS", "state": "TX", "zip": "75201", "phone": "2148493700"}, "mail-address": {"street1": "1601 ELM STREET", "street2": "8TH FLOOR", "city": "DALLAS", "state": "TX", "zip": "75201"}}
As filed with the Securities and Exchange Commission on 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 PAYMENTECH, INC.
             (Exact Name of Registrant as specified in its charter)

          DELAWARE                                  75-2634185
  (State or other jurisdiction                  (I.R.S. Employer
of incorporation or organization)              Identification No.)

                                1601 ELM STREET
                                   SUITE 4700
                              DALLAS, TEXAS 75201
          (Address of Principal Executive Offices, Including Zip Code)

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

                               DAVID W. TRUETZEL
                            CHIEF FINANCIAL OFFICER
                           FIRST USA PAYMENTECH, INC.
                           1601 ELM STREET, SUITE 800
                              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 Paymentech, 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 Paymentech, Inc., a Delaware corporation (the
"Registrant"), are incorporated by reference in this registration statement:

(a)  Prospectus of the Registrant, as filed with the Commission pursuant to Rule
     424(b) under the Securities Act, which forms part of the Registration
     Statement on Form S-1 of the Registrant, as filed with the Commission and
     declared effective on March 21, 1996 (Registration No. 333-262).

(b)  The description of the Common Stock referenced as Item 1 under the caption
     "Description of Registrant's Securities to be Registered" in the
     Registration Statement on Form 8-A of the Registrant, as filed with the
     Commission on February 23, 1996, including any amendment or report filed
     for the purpose of updating such description.

(c)  Quarterly Report on Form 10-Q of the Registrant for the quarter ended March
     31, 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 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
4.3 and 4.4 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 a policy maintained by First USA, Inc.

  Article Eighth of the Certificate of Incorporation of the Registrant, a copy
of which is filed as Exhibit 4.1 to this registration statement, provides that,
to the fullest extent permitted by law, directors of the Registrant will not be
liable for monetary damages to the Registrant or its stockholders for breaches
of their fiduciary duties.

  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 Certificate of Incorporation of the Registrant, as amended (incorporated
       by reference to Exhibit 3.1 to Amendment No. 1 to the Registrant's
       Registration Statement on Form S-1 (No. 333-262) (the "S-1 Registration
       Statement")).

   4.2 By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to
       the S-1 Registration Statement).

  *4.3 First USA Deferred Compensation Plan, as adopted by the Registrant.

  *4.4 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, as adopted by the Registrant.

  *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.

                                      II-2
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 PAYMENTECH, INC.
                              (Registrant)

                              By /s/ PAMELA H. PATSLEY
                                 --------------------------------------
                                 Pamela H. Patsley
                                 President 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
    John C. Tolleson

/s/ PAMELA H. PATSLEY           Director, President and Chief Executive Officer
    Pamela H. Patsley           (Principal Executive Officer)
      
/s/ DAVID W. TRUETZEL           Chief Financial Officer (Principal Financial
    David W. Truetzel           and Accounting Officer)

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

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

/s/ RUPINDER S. SIDHU           Director
    Rupinder S. Sidhu

                                      II-4