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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            -------------------------

                                   FORM 10-K/A

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

(X)      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                  
         SECURITIES EXCHANGE ACT OF 1934

         For the fiscal year ended December 31, 1997

                                       OR

( )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE              
         SECURITIES EXCHANGE ACT OF 1934

                        Commission file number: 333-3457

                       Banc One Auto Grantor Trust 1996-B
                    ----------------------------------------
                    (Issuer with respect to the Certificates)

                            Banc One ABS Corporation
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

               Ohio                                   31-1467431
               ----                                   ----------
    (State or other jurisdiction                  (I.R.S. Employer
  of incorporation or organization)              Identification No.)

       c/o Bank One, Arizona, N.A., as Servicer, 201 North Central Avenue,
                             Phoenix, Arizona 85004
       -------------------------------------------------------------------
               (Address of principal executive offices, zip code)

Registrant's telephone number, including area code:  (602) 221-3704
                                                     --------------
Securities Registered pursuant to Section 12(b) of the Act:     None
                                                                ----
Securities Registered pursuant to Section 12(g) of the Act:     None
                                                                ----

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X   No
                                             ---     ---

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         The Issuer has no officer, director or beneficial owner of more than
10% of equity securities to whom Section 16(a) of the Act applies and
consequently Item 405 of Regulation S-K does not apply.

         The Issuer does not have any voting stock, has not been involved in
bankruptcy proceedings during the past five years and is not a corporate
registrant.

         No documents are incorporated by reference into this Form 10-K.


                             Exhibit Index on Page 3
                               Page 2 of 18 Pages.




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         This Amendment No. 1 on Form 10-K/A is being filed solely for the
purpose of filing a corrected Exhibit 99.1 which shall replace Exhibit 99.1 as
originally filed with this Form 10-K.

         Item 14 (c) of Form 10-K is hereby amended in its entirety to read as
follows:

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

         (c) Exhibits. The following documents are filed as part of this Annual
             Report on Form 10-K.

             99.1   Annual Servicer's Certificate

             99.2   Annual Statement*

             99.3   Independent Accountants' Report of Coopers & 
                    Lybrand L.L.P. on Management's Assertions*

          ---------------------
          * Previously filed.




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                                    SIGNATURE


         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


Date:  March 18, 1999


                                  Banc One Auto Grantor Trust 1996-B

                                  By:      Bank One, Arizona, N.A., as Servicer,
                                           on behalf of the Trust

                                  By:       /s Tracie Klein                
                                           ---------------------
                                  Name:    Tracie Klein
                                  Title:   Vice President



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