BANC ONE CORP/OH/
RW, 1995-01-12
NATIONAL COMMERCIAL BANKS
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                                           January 10, 1995








VIA FEDERAL EXPRESS



Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549


  Re:    BANC ONE CORPORATION's ("BANC ONE") Registration Statement 
         No. 33-55913 on Form S-4 Filed in Connection with BANC ONE's Proposed 
         Acquisition of American Holding Co. ("American")                      


Ladies and Gentlemen:

BANC ONE hereby withdraws Registration Statement No. 33-55913 on Form S-4 filed 
electronically with the Commission on October 7, 1994.  BANC ONE wishes to 
withdraw this Registration Statement because the parties have terminated the 
agreement pursuant to which BANC ONE was to acquire American and its 
subsidiaries.


Very truly yours,


/s/ William C. Leiter


William C. Leiter
Controller



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