EXHIBIT 4.11

                             CERTIFICATE OF TRUST


          The undersigned, the trustees of BANK ONE Capital III, desiring to
form a business trust pursuant to Delaware Business Trust Act, 12 Del. C. (S)
                                                                  ---- --  -
3810, hereby certify as follows:

          (a)  The name of the business trust being formed hereby (the "Trust")
               is "BANK ONE Capital III."

          (b)  The name and business address of the trustee of the Trust which
               has its principal place of business in the State of Delaware is
               as follows:

               Chase Manhattan Bank Delaware
               1201 Market Street
               Wilmington, DE  19801

          (C)  This Certificate of Trust shall be effective as of the date of
               filing.

Dated: June 17, 1999



                                         /s/ M. EILEEN KENNEDY
                                    ------------------------------------
                                    Name:  M. Eileen Kennedy
                                    Title: Trustee



                                         /s/ ROBERT A. ROSHOLT
                                    ------------------------------------
                                    Name:  Robert A. Rosholt
                                    Title: Trustee





                                    Chase Manhattan Bank Delaware, as
                                    Trustee


                                    By:  /s/ DENIS KELLY
                                    ------------------------------------
                                    Name:  Denis Kelly
                                    Title: Assistant Vice President