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SECURITIES AND
   EXCHANGE COMMISSION





Washington, D.C.
   20549











FORM
   10-K/A


(Amendment No.
   1)





Annual Report
   Pursuant to Section 13 or 15(d) of





the Securities
   Exchange Act of 1934





For the fiscal
   year ended December 31, 1999


Commission file
   number 001-15323





BANK ONE
   CORPORATION


(Exact name of
   registrant as specified in its charter)











|Delaware                             |  | 31-0738296              
|------------------------------------ |  | ------------------------
|(State or other
     jurisdiction of |  | (I.R.S.
     Employer   
|incorporation or
     organization)  |  | Identification
     No.)




1 Bank One Plaza,
   Chicago, Illinois 60670


(Address of principal
   executive offices including zip code)


Registrants
   telephone number, including area code: (312) 732-4000





Securities
   registered pursuant to Section 12(b) of the Act:





|Title of Each
     Class                                                |  | Name of Each
     Exchange on
   
   which Registered
|----------------------------------------------------------------------- |  | -----------------------------------------------------
|                                                                       
|Common Stock, $0.01
     par value                                      |  | New York Stock
     Exchange                         
|                                                                        |  | Chicago Stock
     Exchange                          
|Preferred Stock
     with Cumulative and Adjustable Dividends, Series B |  | New York Stock
     Exchange                         
|($100 stated value), $0.01 par value                                    |  |                                                      
|Preferred Stock
     with Cumulative and Adjustable Dividends, Series C |  | New York Stock
     Exchange                         
|($100 stated value), $0.01 par value                                    |  |                                                      
|71/4% Subordinated
     Debentures Due 2004                             |  | New York Stock
     Exchange                         
|8.10% Subordinated
     Notes Due 2002                                  |  | New York Stock
     Exchange                         
|Guarantee of 8.00%
     Preferred Securities of BANK ONE Capital I      |  | New York Stock
     Exchange                         




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,
   and (2) has been subject to such filing requirements for the past 90 days.
     Yes [ ü ] No [  
     ]





Indicate by check mark if disclosure of
   delinquent filers pursuant to Item 405 of Regulation S-K is not contained
   herein, and will not be contained, to the best of the registrants
   knowledge, in definitive proxy or information statements incorporated by
   reference in Part III of this Form 10-K or any amendment to this Form 10-K.
   [ ü ]





The aggregate market value of voting
   stock held by nonaffiliates of the Corporation at December 31,
 
 1999, was approximately $27,500,000,000 (based on the average price of such
   stock on February 25, 2000). At December 31, 1999, the Corporation had
   1,147,343,082 shares of its Common Stock, $0.01 par value,
   outstanding.





DOCUMENTS
   INCORPORATED BY REFERENCE





Portions of the
   Corporations definitive proxy statement dated March 27, 2000, are
   incorporated by reference into Part III hereof.





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The section Documents Incorporated
   by Reference on the cover page and Items 10 through 13 of the
   Registrants Annual Report on Form 10-K for the fiscal year ended
   December 31, 1999 (File No. 001-15323) are amended as follows: references to
   the Corporations definitive proxy statement dated March 27, 2000 are
   amended to refer to the Corporations definitive proxy statement dated
   April 5, 2000. The amended section and Items are set forth
   below:





DOCUMENTS
   INCORPORATED BY REFERENCE





Portions of the Corporations
   definitive proxy statement dated April 5, 2000, are incorporated by
   reference into Part III hereof.





PART
   III





Item 10. Directors and Executive Officers of the
   Registrant





The information required by this Item
   pertaining to executive officers of the Corporation is set forth on page 93
   of this Form 10-K under the heading Executive Officers of the
   Registrant, and is expressly incorporated herein by reference. The
   information required by this Item pertaining to directors of the Corporation
   and to compliance with Section 16(a) of the Securities Exchange Act of 1934
   is set forth under the headings Election of Directors and
   Section 16(a) Beneficial Ownership Reporting Compliance,
   respectively, in the Corporations definitive proxy statement dated
   April 5, 2000, and is expressly incorporated herein by reference.
   






 
 Item 11. Executive Compensation





The information required by this Item is
   set forth under the headings Compensation of Executive Officers,
   Director Meeting Attendance and Fee Arrangements and
   Committees of the Board of DirectorsOrganization, Compensation
   and Nominating CommitteeCommittee Interlocks and Insider Participation
    in the Corporations definitive proxy statement dated April 5,
   2000, and is expressly incorporated herein by reference.





Item 12. Security Ownership of Certain Beneficial Owners and
   Management





The information required by this Item is
   set forth under the heading Beneficial Ownership of the Corporation
   s Common Stock in the Corporations definitive proxy
   statement dated April 5, 2000, and is expressly incorporated herein by
   reference.






 
 Item 13. Certain Relationships and Related Transactions





The information required by this Item is
   set forth under the headings Committees of the Board of Directors
   Organization, Compensation and Nominating CommitteeCommittee
   Interlocks and Insider Participation and Transactions with
   Directors, Executive Officers, Stockholders and Associates in the
   Corporations definitive proxy statement dated April 5, 2000, and is
   expressly incorporated herein by reference.








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, thereunto duly authorized,
   this 6th day of April, 2000.





| | BANK ONE
     CORPORATION
| | -------------------------

| | (Registrant)
| | ------------




| | /S
   /    MARIE
   I. JORDAN
| | -----------------------------

| | By:
| | ---

| | Title: Assistant
     Secretary
| | -------------------------------