SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549
                                      
                                  FORM 8-K/A
                                AMENDMENT NO. 1      

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934


Date of Report (date of earliest event reported)      JUNE 27, 1997
                                                      -------------



                          FIRST USA PAYMENTECH, INC.
- - --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


          DELAWARE                     1-142244                75-2634185
          --------                     --------                ----------
(State or other jurisdiction    (Commission File Number)     (I.R.S. Employer 
    of incorporation or                                   Identification Number)
       organization)                                         



1601 ELM STREET, SUITE 4700, DALLAS, TEXAS                  75201
- - -------------------------------------------------------------------------------
(Address of principal executive offices)                  (Zip Code)



                                      214-849-2000
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

 
Item 1.  Changes in Control of Registrant.
- - ----------------------------------------- 

Prior to June 27, 1997, First USA, Inc. held 57% of the outstanding common stock
of First USA Paymentech, Inc. (the "Company").  On June 27, 1997, First USA,
Inc. ("First USA") consummated its merger (the "Merger") with BANC ONE
CORPORATION ("BANC ONE"), with BANC ONE being the surviving corporation.  As a
result of the Merger, BANC ONE now holds approximately 57% of the outstanding
common stock of the Company.  The consideration for the Merger involved an
exchange of shares of common stock of BANC ONE for shares of common stock of
First USA.  In connection with the Merger, the Board of Directors of the Company
has appointed John B. McCoy, Chairman and Chief Executive Officer of BANC ONE 
CORPORATION, and William P. Boardman, Senior Executive Vice President of BANC
ONE CORPORATION, to the Board of Directors.

Item 5.   Other Events.
- - ---------------------- 

As a result of the Merger and BANC ONE's strategy to allow the Company to
operate independently, the Company has determined to provide for itself certain
administrative functions, including but not limited to human resources, legal
staff and facilities administration, which were previously integrated with the
same functions of its parent company, First USA.  The Company expects to
internally provide these administrative services in a manner that is not
integrated with BANC ONE.  As a result of the difference in costs of such
services between the Company and First USA, the Company expects to incur
additional overhead expenses.  The Company expects such overhead expenses to
approximate $4 million in the fiscal year ending June 30, 1998.

THIS CURRENT REPORT CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS WITH RESPECT TO
ADDITIONAL OVERHEAD EXPENSES OF THE COMPANY.  THESE FORWARD-LOOKING STATEMENTS
INVOLVE RISKS AND UNCERTAINTIES.  FACTORS THAT MAY CAUSE THE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM ANY RESULTS THAT MIGHT BE PROJECTED, FORECAST, ESTIMATED
OR BUDGETED BY THE COMPANY IN SUCH FORWARD-LOOKING STATEMENTS INCLUDES WITHOUT
LIMITATION INCREASED COSTS, CONTINGENT LIABILITIES, SIGNIFICANT LITIGATION, AND
REGULATION.


 

                                       2

 
                                   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 thereunto duly authorized.

    
Date: July 2, 1997      

                                     First USA Paymentech, Inc.



                                     By:  /s/ Philip E. Taken
                                          ---------------------------------
                                              Philip E. Taken
                                              Chief Administrative Officer
                                              General Counsel

                                       3