8-K

   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   -----------


                                    FORM 8-K


                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


       Date of report (Date of earliest event reported): January 29, 1997
                                                        (January 19, 1997)


                              BANC ONE CORPORATION
               (Exact Name of Registrant as Specified in Charter)


                                      Ohio
                 (State or Other Jurisdiction of Incorporation)


                  1-8552                             31-0738296
         (Commission File Number)         (IRS Employer Identification No.)


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


       Registrant's telephone number, including area code: (614) 248-5944


                                       N/A
          (Former Name or Former Address, If Changed Since Last Report)



   2





ITEM 5.        OTHER EVENTS

         On January 19, 1997, BANC ONE CORPORATION ("BANC ONE") entered into an
Agreement and Plan of Merger (the "Merger Agreement") with First USA, Inc., a
Delaware corporation ("FUSA"), pursuant to which FUSA will, subject to the
conditions and upon the terms stated therein, merge with and into BANC ONE (the
"Merger"). BANC ONE will be the surviving corporation in the Merger. In
accordance with the Merger Agreement, each share of the common stock, par value
$0.01 per share, of FUSA ("FUSA Common Stock") outstanding immediately prior to
the effective time of the Merger (the "Effective Time") will at the Effective
Time be converted into the right to receive 1.1659 shares of the common stock,
no par value, of BANC ONE ("BANC ONE Common Stock"). In addition, each share of
FUSA's 6-1/4% Convertible Preferred Stock ("FUSA Preferred Stock") outstanding
immediately prior to the Effective Time will be converted into the right to
receive one share of a series of preferred stock of BANC ONE with substantially
the same terms. In the Merger Agreement, FUSA has agreed that it will cause all
of the outstanding shares of FUSA Preferred Stock to be called for redemption on
and as of May 20, 1997.

         Consummation of the transactions contemplated by the Merger Agreement
is subject to the terms and conditions contained in the Merger Agreement,
including, among other things, the receipt of approval of the Merger by the
respective shareholders of FUSA and BANC ONE and the receipt of certain
regulatory approvals. The Merger and the transactions contemplated by the Merger
Agreement will be submitted for approval at meetings of the shareholders of FUSA
and BANC ONE that are expected to take place in the second quarter of 1997. The
Merger Agreement is filed as Exhibit 2 hereto and its terms are incorporated
herein by reference.

         Simultaneously with their execution and delivery of the Merger
Agreement, BANC ONE and FUSA entered into stock option agreements (the "Stock
Option Agreements") pursuant to one of which FUSA granted BANC ONE the right,
upon the terms and subject to the conditions set forth therein, to purchase up
to 24,480,231 shares of FUSA Common Stock at a price of $46.50 per share, and
pursuant to the other of which BANC ONE granted FUSA the right, upon the terms
and subject to the conditions set forth therein, to purchase up to 85,025,391
shares of BANC ONE Common Stock of a price of $45.125 per share. The Stock
Option Agreements are filed as Exhibits 99.1 and 99.2 hereto, respectively, and
their terms are incorporated herein by reference.

         A copy of the press release, dated January 20, 1997, issued by BANC ONE
and FUSA relating to the Merger is attached as Exhibit 99.3 hereto and is
incorporated herein by reference.




                                        2

   3



ITEM 7.        FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
               EXHIBITS

         (a)   Financial Statements.

               NONE.

         (b)   Pro Forma Financial Information.

               NONE.

         (c)   Exhibits.

               Exhibit 2       Agreement and Plan of Merger dated as of January
                               19, 1997 between BANC ONE CORPORATION and First
                               USA, Inc. (incorporated by reference from Exhibit
                               2 to the First USA, Inc. Current Report on
                               Form 8-K dated January 28, 1997 (File No.
                               1-11-3030)).

               Exhibit 99.1    Stock Option Agreement dated January 19, 1997
                               between First USA, Inc., as issuer, and BANC ONE
                               CORPORATION, as grantee (incorporated by
                               reference from Exhibit 99.1 to the First USA,
                               Inc. Current Report on Form 8-K dated January 28,
                               1997 (File No. 1-11-3030)). 

               Exhibit 99.2    Stock Option Agreement dated January 19, 1997
                               between BANC ONE CORPORATION, as issuer, 
                               and First USA, Inc., as grantee (incorporated 
                               by reference from Exhibit 99.2 to the First 
                               USA, Inc. Current Report on Form 8-K dated 
                               January 28, 1997 (File No. 1-11-3030)).

               Exhibit 99.3    BANC ONE CORPORATION Press Release dated
                               January 20, 1997 titled "First USA, Inc. to Join
                               BANC ONE CORPORATION."


                                        3

   4




                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                       BANC ONE CORPORATION
                                       (Registrant)


Date:  January 29, 1997                By: /s/ Steven Alan Bennett
                                          --------------------------
                                          Steven Alan Bennett
                                          Senior Vice President and
                                            General Counsel



                                        4

EX-99.3

   1
                  FIRST USA, INC. TO JOIN BANC ONE CORPORATION


CONTACT:
John A. Russell of BANC ONE, 614-248-5989
David C. Webster of First USA, 214-849-3755


COLUMBUS, Ohio, January 20, 1997 -- BANC ONE CORPORATION, Columbus, Ohio (NYSE:
ONE) and First USA, Inc. (NYSE: FUS), headquartered in Dallas, Texas, jointly
announced today that an agreement has been reached for First USA to merge with
BANC ONE.

First USA, Inc. is a financial services company specializing in the credit card
business and is currently the fourth largest among domestic Visa and MasterCard
issuers with $22.4 billion in managed receivables and 16 million cardholders.
The combination of First USA's operations with BANC ONE's 16 million cardholders
and $12.6 billion in managed receivables will produce the nation's third-largest
card operation with 32 million cardholders and assets of $35 billion. First USA
participates in the payments processing business through its 57% interest in
First USA Paymentech which will also be acquired by BANC ONE pursuant to this
transaction.

Terms of the agreement call for First USA shareholders to receive 1.1659 shares
of BANC ONE stock for each share of First USA. The value of the transaction is
approximately $52.61 a First USA share or $7.3 billion based on BANC ONE's
closing share price on Friday, January 17, 1997. It is expected that the
transaction will be completed by May 31, 1997.

John B. McCoy, Chairman and Chief Executive Officer of BANC ONE, said "We are
absolutely delighted to have First USA join BANC ONE. They are a superb
financial services company that has achieved a leadership position in the credit
card industry with the best five-year compounded annual growth rate in earnings
in the industry. First USA will add a powerful new dimension to our competitive
arsenal and significantly change the way BANC ONE can compete in the consumer
financial services business."

McCoy continued, "Over the last decade, specialized issuers and processors have
developed a great economy-of-scale advantage over other operations. This
advantage enables specialized issuers to offer a broader product line and
pricing options that are not economical for other issuers to match. First USA is
well known for its low-cost structure, its marketing savvy, and its cutting-edge
technology. We believe they are the leader among the credit card companies in
the U.S.A. today."

John C. Tolleson, Chairman and Chief Executive Officer of First USA, said, "We
couldn't be more pleased to be merging with a company with such a fine
reputation. Our combined strength will enable us to offer a broader range of
financial services to our existing customer base. This is a winning transaction
for customers, employees and shareholders of BANC ONE and First USA and a
significant event in the financial services industry."



   2


Tolleson founded First USA in 1985 and has been Chairman and Chief Executive
Officer since then. Under the agreement, he will become a member of BANC ONE's
Board of Directors, and will turn over the day-to-day operations of First USA
after completion of the merger to Richard W. Vague, who co-founded First USA
with Tolleson and is currently Chairman and Chief Executive Officer of First USA
Bank and President of First USA, Inc. Vague will become Chairman and Chief
Executive Officer of First USA, and will report jointly to John B. McCoy and
Richard J. Lehmann, President and Chief Operating Officer of BANC ONE. It is
expected that First USA will continue to operate under its current name.

Regarding the merger, Vague said, "With the merger, a top priority will be to
leverage the synergies realized by the merger to drive growth and earnings. Both
organizations possess a wealth of experience and knowledge that we intend to
aggressively apply to our combined customer base. We will market our credit card
products throughout BANC ONE's extensive branch system in addition to our
traditional distribution channels. In turn, BANC ONE's broad and appealing
product line can be marketed directly to the combined credit card customer base
of 32 million credit worthy individuals. Also, we feel that the scale and
resources of the new organization will be a huge asset as we seek to grow the
affinity and co-brand business and take market share away from competitors."

BANC ONE CORPORATION had assets of $101.8 billion and common equity of $8.4
billion at December 31, 1996, and operates 1,502 banking offices. BANC ONE also
owns several additional corporations that engage in credit card and merchant
processing, consumer and education finance, mortgage banking, insurance, trust
and investment management, brokerage, investment and merchant banking, venture
capital, equipment leasing and data processing.

Information about BANC ONE's fourth quarter and full year 1996 financial results
and its products and services can be accessed on the Internet through BANC ONE's
home page at: http://www.bankone.com, through InvestQuest (TM) at
http://www.investquest.com and InvestQuest (TM) Fax-on-demand: 614-844-3860.

First USA maintains a site on the World Wide Web at http://www.firstusa.com.