SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE 13G
________________
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
First USA, Inc.
(NAME OF ISSUER)
6 1/4% PRIDES, Mandatory Convertible
Preferred Stock, Par/Value $.01 per share
(TITLE OF CLASS OF SECURITIES)
33743 H 204
(CUSIP NUMBER)
Check the following box 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>
13G
CUSIP No. 33743 H 204
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
D.E. Shaw Investments, L.P.
13-3470777
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
608,200
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
608,200
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
608,200
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
10.6%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
BD
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13G
CUSIP No. 33743 H 204
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
David E. Shaw
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
608,200
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
608,200
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
608,200
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
10.6%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1(a). NAME OF ISSUER:
First USA, Inc. (the "Company")
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1601 Elm Street, 4th Floor, Dallas, Texas 75201
ITEM 2(a). NAME OF PERSON FILING:
D.E. Shaw Investments, L.P. ("D.E. Shaw")
David E. Shaw
ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE:
120 West 45th Street, 39th Floor, Tower 45, New York,
NY 10036
ITEM 2(c). CITIZENSHIP:
D.E. Shaw is a limited partnership organized under
the laws of the State of Delaware.
David E. Shaw is a citizen of the United States.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
6 1/4% PRIDES, Mandatory Convertible Preferred Stock,
Par Value $.01 per share ("PRIDES")
ITEM 2(e). CUSIP NUMBER:
33743H 204
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d
-1(b), OR 13d-2(b), CHECK WHETHER THE PERSON FILING
IS A:
(a) [x] Broker or dealer registered under Section
15 of the Act
(b) [ ] Bank as defined in Section 3(a)(6) of the
Act
(c) [ ] Insurance Company as defined in Section
3(a)(19) of the Act
(d) [ ] Investment Company registered under
Section 8 of the Investment Company Act
(e) [ ] Investment Adviser registered under
Section 203 of the Investment Advisers Act
of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which
is subject to the provisions of the
Employee Retirement Income Security Act of
1974 or Endowment Fund; see Rule 13d-
1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with
Rule 13d-1(b)(ii)(G); see item 7
(h) [ ] Group, in accordance with Rule 13d-
1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned:
608,200
(b) Percent of class:
10.6% (based on the 5,750,000 shares of PRIDES
outstanding as of September 8, 1995, as reported
in the Proxy Statement of the Company dated
September 22, 1995)
(c) Number of shares as to which such person
has:
(i) Sole power to vote or to direct the
vote
-0-
(ii) shared power to vote or to direct the
vote
608,200
(iii) sole power to dispose or to direct
the disposition of
-0-
(iv) shared power to dispose or to direct
the disposition of
608,200
By virtue of David Shaw's positions as President and
sole shareholder of D.E. Shaw & Co., Inc., the general partner of
D.E. Shaw & Co., L.P., the general partner of D.E. Shaw, David
Shaw may be deemed to have the shared power to vote or direct the
vote of, and the shared power to dispose or direct the
disposition of, the 608,200 shares of PRIDES held by D.E.
Shaw, constituting 10.6% of the outstanding shares and,
therefore, David Shaw may be deemed to be the beneficial owner of
such shares. David Shaw disclaims beneficial ownership of such
608,200 shares.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
This Schedule 13G is filed by David E. Shaw and D.E.
Shaw, a Delaware limited partnership, with respect to the 608,200
shares of PRIDES held by D.E. Shaw at September 30, 1995.
Each limited and general partner of D.E. Shaw has the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, such securities. No such partner
has any such right with respect to more than five percent of the
PRIDES.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY.
Not applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
<PAGE>
ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-
1(b))
By signing below D.E. Shaw Investments, L.P. and
David E. Shaw certify that, to the best of their knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business, 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.
SIGNATURE
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.
June 10, 1996
(Date)
D.E. SHAW INVESTMENTS, L.P.
By: D.E. SHAW & CO., L.P.
General Partner
By: /s/ Stuart Steckler
(Signature)
Stuart Steckler/
Managing Director
(Name/Title)
DAVID E. SHAW
/s/ DAVID E. SHAW
(Signature)
