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
July 23, 1997
(Date of earliest event reported)
FIRST USA BANK
(Exact name of Registrant as specified in its charter)
(AS SERVICER ON BEHALF OF FIRST USA CREDIT CARD MASTER TRUST)
DELAWARE 33-99362 76-0039224
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation or Identification
organization) Number)
201 NORTH WALNUT STREET, WILMINGTON, DELAWARE 19801
(Address of principal executive offices) (Zip code)
(302) 594-4000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On June 27, 1997, the parent corporation for First USA Bank (the
"Bank"), First USA, Inc., was merged (the "Merger") with and into BANC ONE
CORPORATION ("BANC ONE"), at which time the separate corporate existence of
First USA, Inc. ceased. As a result of the Merger, the Bank is now an
indirect, wholly owned subsidiary of BANC ONE. In connection with such
merger, the Bank, in its capacity as servicer of the First USA Credit Card
Master Trust (the "Trust"), changed the independent accountants for the
Trust from Ernst & Young LLP ("Ernst & Young") to Coopers & Lybrand L.L.P.
("Coopers & Lybrand"), who serve as independent accountants for BANC ONE.
The sole reason for the change of the independent accountants was to align
the independent accountants of the Trust with those of BANC ONE.
The Trust does not have financial statements and the reports of
independent accountants for the Trust are limited to (i) examining the
assertion of the Servicer that it has maintained effective internal control
over the servicing of credit card accounts under the Master Pooling and
Servicing Agreement for the Trust, in accordance with standards established
by the American Institute of Certified Public Accountants and (ii)
comparing the mathematical calculations of each amount set forth in the
monthly servicer's certificates prepared by the Servicer with the
Servicer's computer reports, which were the source of such amounts.
Therefore, the standards enumerated in Item 304 of Regulation S-K under
the Securities and Exchange Act of 1934 ("Item 304"), which apply to audits
of financial statements, are not applicable to the services performed for
the Trust by independent accountants. Nonetheless, the reports of Ernst &
Young with respect to the Trust for the two fiscal years ended June 30 prior
to their replacement did not state that either (x) the assertion of the
Servicer in clause (i) above was not fairly stated, in all material respects
or (y) the amounts referred to in clause (ii) above were not in agreement,
except for such exceptions as Ernst & Young believed to be immaterial, and
there were no disagreements (as defined in the instructions to Item 304 of
Regulation S-K) between Ernst & Young and the Bank, in its capacity as
servicer of the Trust, in connection with such reports. The decision to
change accountants was made in connection with the Merger in order to align
the independent accountants of the Trust with those of BANC ONE.
In the two years prior to Coopers & Lybrand's appointment, the
Bank, in its capacity as servicer of the Trust, did not consult Coopers &
Lybrand in any matter with respect to the Trust.
A letter from Ernst & Young stating their agreement with the
statements made herein will be filed with the Commission by amendment
hereto within ten (10) days of the date hereof.
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.
Date: March 31, 1998 FIRST USA BANK
________________________
By: /s/Tracie H. Klein
_______________________
Tracie H. Klein
Vice President
