<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: *
Name of Issuer: First USA Paymentech, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 33691210-0
Check the following line if a fee is being paid with this statement X.
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.)(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
<PAGE>
CUSIP No.: 33691210-0
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Janus Capital Corporation
EIN #84-0765359
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. ___
b. _X_
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
-0-
6. SHARED VOTING POWER
3,487,575**
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
3,487,575**
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,487,575**
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.1%**
12. TYPE OF REPORTING PERSON
IA, CO
** See Item 4 of this filing
Page 2 of 8 pages
<PAGE>
CUSIP No.: 33691210-0
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas H. Bailey
SS ####-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. ___
b. _X_
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
-0-
6. SHARED VOTING POWER
3,487,575**
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
3,487,575**
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,487,575**
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.1%**
12. TYPE OF REPORTING PERSON
IN
** See Item 4 of this filing
Page 3 of 8 pages
<PAGE>
Item 1.
(a). Name of Issuer: First USA Paymentech, Inc. ("First USA
Paymentech")
(b). Address of Issuer's Principal Executive Offices:
1601 Elm Street, 47th Floor
Dallas, TX 75201
Item 2.
(a).-(c). Name, Principal Business Address, and Citizenship of
Persons Filing:
(1) Janus Capital Corporation ("Janus Capital")
100 Fillmore Street
Denver, Colorado 80206-4923
Citizenship: Colorado
(2) Thomas H. Bailey ("Mr. Bailey")
100 Fillmore Street
Denver, Colorado 80206-4923
Citizenship: USA
(d). Title of Class of Securities: Common Stock
(e). CUSIP Number: 33691210-0
Item 3.
Janus Capital is an Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940.
Page 4 of 8 pages
<PAGE>
Item 4. Ownership
The information in items 1 and 5 through 11 on the cover pages
(pp. 2-3) on Schedule 13G is hereby incorporated by reference.
Janus Capital is a registered investment adviser which
furnishes investment advice to several investment companies
registered under Section 8 of the Investment Company Act of
1940 and individual and institutional clients (collectively
referred to herein as "Managed Portfolios"). As a result of
its role as investment adviser or sub-adviser to the Managed
Portfolios, Janus Capital may be deemed to be the beneficial
owner of the shares of First USA Paymentech Common Stock held
by such Managed Portfolios. However, Janus Capital does not
have the right to receive any dividends from, or the proceeds
from the sale of, the securities held in the Managed
Portfolios and disclaims any ownership associated with such
rights.
Mr. Bailey owns approximately 12.2% of Janus Capital. In
addition to being a stockholder of Janus Capital, Mr. Bailey
serves as President and Chairman of the Board of Janus Capital
and is filing this joint statement with Janus Capital as a
result of such stock ownership and positions which may be
deemed to enable him to exercise control over Janus Capital.
Mr. Bailey does not own of record any shares of First USA
Paymentech Common Stock and he has not engaged in any
transaction in First USA Paymentech Common Stock. However, as
a result of his position, Mr. Bailey may be deemed to have the
power to exercise or to direct the exercise of such voting
and/or dispositive power that Janus Capital may have with
respect to First USA Paymentech Common Stock held by the
Managed Portfolios. All shares reported herein have been
acquired by the Managed Portfolios, and Mr. Bailey
specifically disclaims beneficial ownership over any shares of
First USA Paymentech Common Stock that he or Janus Capital may
be deemed to beneficially own. Furthermore, Mr. Bailey does
not have the right to receive any dividends from, or the
proceeds from the sale of, the securities held in the Managed
Portfolios and disclaims any ownership associated with such
rights.
Page 5 of 8 pages
<PAGE>
Item 5. Ownership of Five Percent or Less of a Class
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
Janus Capital's Managed Portfolios, set forth in Item 4
above, have the right to receive all dividends from, and
the proceeds from the sale of, the securities held in
their respective accounts.
The interest of any one such person does not exceed 5% of
the class of securities.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company
N/A
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and were
not acquired for the purpose of and do not have the
effect of changing or influencing the control of the
issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purposes or effect.
Page 6 of 8 pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
JANUS CAPITAL CORPORATION
By /s/ David C. Tucker 1/9/97
David C. Tucker, Vice President Date
THOMAS H. BAILEY
By /s/ David C. Tucker 1/9/97
David C. Tucker Date
Under Power of Attorney dated 8/8/95
On File with Schedule 13G for
I-Stat Corporation 8/9/95
Page 7 of 8 pages
<PAGE>EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, the persons named below agree to the joint filing on behalf of
each of them of a Statement on Schedule 13G (including amendments
thereto) with respect to the Common Stock of First USA Paymentech, Inc.
and further agree that this Joint Filing Agreement be included as an
Exhibit to such joint filings. In evidence thereof, the undersigned
hereby execute this Agreement as of the 9th day of January, 1997.
JANUS CAPITAL CORPORATION
By /s/ David C. Tucker
David C. Tucker, Vice President
THOMAS H. BAILEY
By /s/ David C. Tucker
David C. Tucker
Under Power of Attorney dated 8/8/95
On File with Schedule 13G for
I-Stat Corporation 8/9/95
Page 8 of 8 pages
