BANC ONE CORP /OH/
8-K, 1995-07-24
NATIONAL COMMERCIAL BANKS
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                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):  July 24, 1995


                       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)

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Item 5. Other Events.

On July 24, 1995, BANC ONE CORPORATION ("BANC ONE") announced that it has 
advised the Board of Directors of the Bank of Boston Corporation that the $45
per share offer made on July 21, 1995 has been withdrawn.  A copy of BANC 
ONE's press release announcing the withdrawal of the offer (which press 
release erroneously refers to the date of the offer as July 24, 1995, 
rather than July 21, 1995) is incorporated herein by reference and is filed as 
Exhibit 99.1 hereto. 


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

     (c)  Exhibits.

          Exhibit 99.1   BANC ONE CORPORATION Press Release dated July 24, 1995.


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                         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:  July 24, 1995                     By:  /S/ GEORGE R.L. MEILING         
                                         George R. L. Meiling
                                         Treasurer

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For further information contact:
George R.L. Meiling 614/248-5908
John A. Russell         614/248-5989


FOR RELEASE: 9:30, am July 24, 1995

             BANC ONE INDICATES THAT IT HAS WITHDRAWN
               ITS OFFER TO ACQUIRE BANK OF BOSTON

BANC ONE CORPORATION, Columbus, Ohio (NYSE:ONE) indicated that it has advised 
the Board of Directors of the Bank of Boston that the $45 per share offer made
on July 24th has been withdrawn.

John B. McCoy, Chairman and Chief Executive Officer of BANC ONE, said, "We made 
an offer for the Bank of Boston because we have stated interest in the region
and the company has significantly improved its performance over the last two
years.  It's one of the last major banks in new England and would be an 
important addition to a national franchise."  He continued, "We believe that
the offer we made created more value for the Bank of Boston shareholders than 
the proposed merger of equals with CoreStates. McCoy added, "The Bank of 
Boston Board of Directors took the right action by terminating the proposed 
transaction with CoreStates and we would welcome an opportunity to talk to 
the Bank of Boston about a possible affiliation with BANC ONE under more 
normal circumstances."

BANC ONE had assets of $86.8 billion and common equity of $7.6 billion at 
June 30, 1995.  BANC ONE operates 65 banks with 1,408 offices in Arizona, 
Colorado, Illinois, Indiana, Kentucky, Ohio, Oklahoma, Texas, Utah, West 
Virginia and Wisconsin.  BANC ONE also operates several additional
corporations that engage in data processing, venture capital, investment 
and merchant banking, trust, brokerage, investment management, equipment 
leasing, mortgage banking, consumer finance and insurance.

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