UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996

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

Commission File Number 1-2979

NORWEST CORPORATION

A Delaware Corporation-I.R.S. No. 41-0449260
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479
Telephone (612) 667-1234

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. X Yes ___ No.

Common Stock, par value $1 2/3 per share,
outstanding at July 31, 1996 370,645,028 shares

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

The following consolidated financial statements of Norwest Corporation
and its subsidiaries are included herein:

Page
1. Consolidated Balance Sheets -
June 30, 1996 and December 31, 1995.......................... 3

2. Consolidated Statements of Income -
Quarters and Six Months Ended June 30, 1996 and 1995......... 4

3. Consolidated Statements of Cash Flows -
Six Months Ended June 30, 1996 and 1995...................... 5

4. Consolidated Statements of Stockholders' Equity -
Six Months Ended June 30, 1996 and 1995...................... 6

5. Notes to Unaudited Consolidated Financial Statements........... 8

The financial information for the interim periods is unaudited. In the
opinion of management, all adjustments necessary (which are of a normal
recurring nature) have been included for a fair presentation of the results
of operations. The results of operations for an interim period are not
necessarily indicative of the results that may be expected for a full year
or any other interim period.

Norwest Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(Unaudited)

In millions, except shares June 30, December 31,
1996 1995
ASSETS
Cash and due from banks ....................... $ 3,890.0 4,320.3
Interest-bearing deposits with banks .......... 34.9 29.4
Federal funds sold and resale agreements ...... 1,054.4 596.8
Total cash and cash equivalents ........... 4,979.3 4,946.5
Trading account securities .................... 397.5 150.6
Investment securities (fair value
$825.6 in 1996 and $795.8 in 1995) ........ 809.5 760.5
Investment and mortgage-backed securities
available for sale........................... 17,222.3 15,243.0
Total investment securities ............... 18,031.8 16,003.5
Loans held for sale ........................... 2,286.6 3,343.9
Mortgages held for sale ....................... 7,040.0 6,514.5
Loans and leases, net of unearned discount..... 38,652.3 36,153.1
Allowance for credit losses ................... (1,008.9) (917.2)
Net loans and leases ...................... 37,643.4 35,235.9
Premises and equipment, net ................... 1,167.4 1,034.1
Mortgage servicing rights, net ................ 2,502.4 1,226.7
Interest receivable and other assets .......... 3,800.9 3,678.7
Total assets .............................. $77,849.3 72,134.4

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
Noninterest-bearing ......................... $12,259.0 11,623.9
Interest-bearing ............................ 34,025.4 30,404.9
Total deposits ............................ 46,284.4 42,028.8
Short-term borrowings ......................... 9,335.9 8,527.2
Accrued expenses and other liabilities ........ 2,806.5 2,589.5
Long-term debt ................................ 13,787.6 13,676.8
Total liabilities ......................... 72,214.4 66,822.3
Preferred stock ............................... 264.9 341.2
Unearned ESOP shares .......................... (76.7) (38.9)
Total preferred stock ..................... 188.2 302.3
Common stock, $1 2/3 par value - authorized
500,000,000 shares:
Issued 374,933,625 and 358,332,153 shares
in 1996 and 1995, respectively ............. 624.9 597.2
Surplus ....................................... 936.8 734.2
Retained earnings ............................. 3,896.3 3,496.3
Net unrealized gains on securities
available for sale .......................... 128.2 327.1
Notes receivable from ESOP .................... (13.7) (13.3)
Treasury stock - 4,744,191 and 5,571,696
common shares in 1996 and 1995, respectively. (120.0) (125.9)
Foreign currency translation .................. (5.8) (5.8)
Total common stockholders' equity ......... 5,446.7 5,009.8
Total stockholders' equity ................ 5,634.9 5,312.1
Total liabilities and
stockholders' equity .................... $77,849.3 72,134.4

See notes to unaudited consolidated financial statements.

Norwest Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

In millions, except per common share amounts Quarter Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995

INTEREST INCOME ON
Loans and leases ............................... $1,054.4 982.9 2,094.2 1,870.4
Investment securities .......................... 10.0 21.2 18.9 40.4
Investment and mortgage-backed securities
available for sale ............................ 293.2 252.0 559.1 513.4
Loans held for sale ............................ 66.0 47.5 153.2 93.0
Mortgages held for sale ........................ 133.3 74.9 241.7 132.1
Money market investments ....................... 10.0 6.1 17.8 20.0
Trading account securities ..................... 8.1 4.5 14.1 7.8
Total interest income ...................... 1,575.0 1,389.1 3,099.0 2,677.1

INTEREST EXPENSE ON
Deposits ....................................... 326.2 283.2 636.2 550.3
Short-term borrowings .......................... 116.6 115.6 227.4 228.4
Long-term debt ................................. 215.7 192.1 428.1 356.5
Total interest expense ..................... 658.5 590.9 1,291.7 1,135.2
Net interest income ...................... 916.5 798.2 1,807.3 1,541.9
Provision for credit losses .................... 87.4 74.7 175.2 130.0
Net interest income after
provision for credit losses ............ 829.1 723.5 1,632.1 1,411.9

NON-INTEREST INCOME
Trust .......................................... 78.1 53.3 153.1 109.8
Service charges on deposit accounts ............ 79.7 65.1 154.9 126.6
Mortgage banking ............................... 221.4 130.3 392.7 261.5
Data processing ................................ 19.1 17.0 35.6 31.8
Credit card .................................... 29.9 32.3 61.4 63.2
Insurance ...................................... 73.3 71.0 143.0 118.4
Other fees and service charges ................. 75.6 53.0 145.2 100.9
Net investment securities gains ................ - 0.1 - 0.1
Net investment and mortgage-backed
securities available for sale gains (losses)... (45.8) 9.2 (44.1) (26.0)
Net venture capital gains ...................... 65.5 4.8 132.0 26.4
Trading ........................................ 19.3 (1.2) 4.0 9.2
Other .......................................... 30.5 12.5 25.8 20.3
Total non-interest income .................. 646.6 447.4 1,203.6 842.2

NON-INTEREST EXPENSES
Salaries and benefits .......................... 511.3 425.4 1,020.4 823.9
Net occupancy .................................. 73.6 60.4 141.9 120.1
Equipment rentals, depreciation and maintenance. 81.4 65.7 154.1 129.3
Business development ........................... 56.9 38.1 110.1 81.6
Communication .................................. 70.1 53.4 136.6 103.9
Data processing ................................ 40.8 35.9 75.2 66.0
Intangible asset amortization .................. 34.4 26.7 72.6 45.1
Other .......................................... 147.3 116.4 252.3 211.3
Total non-interest expenses ................ 1,015.8 822.0 1,963.2 1,581.2
INCOME BEFORE INCOME TAXES ..................... 459.9 348.9 872.5 672.9
Income tax expense ............................. 174.5 114.6 315.7 221.8
NET INCOME ..................................... $ 285.4 234.3 556.8 451.1

Average Common and Common Equivalent Shares .... 369.6 327.5 365.2 321.0
PER COMMON SHARE
Net Income
Primary ...................................... $ 0.76 0.68 1.50 1.34
Fully diluted ................................ 0.76 0.67 1.50 1.32
Dividends ..................................... 0.27 0.21 0.51 0.42

See notes to unaudited consolidated financial statements.

Norwest Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Six Months Ended
In millions June 30,
1996 1995

CASH FLOWS FROM OPERATING ACTIVITIES
Net income ............................................................$ 556.8 451.1
Adjustments to reconcile net income to net cash flows from operating
activities:
Provision for credit losses ....................................... 175.2 130.0
Depreciation and amortization ..................................... 297.3 175.2
Gains on sales of loans, securities and other assets, net.......... (69.6) (23.3)
Release of preferred shares to ESOP................................ 22.6 20.9
Purchases of trading account securities ........................... (35,919.3) (45,656.9)
Proceeds from sales of trading account securities ................. 35,676.3 45,518.8
Originations of mortgages held for sale ........................... (27,215.7) (12,884.7)
Proceeds from sales of mortgages held for sale .................... 29,060.3 11,207.9
Originations of loans held for sale ............................... (421.9) (394.7)
Proceeds from sales of loans held for sale ........................ 1,522.2 510.6
Interest receivable ............................................... (36.4) (157.8)
Interest payable .................................................. 14.7 76.9
Other assets, net ................................................. (582.4) (700.9)
Other accrued expenses and liabilities, net ....................... 233.3 149.4
Net cash flows from (used for) operating activities ............. 3,313.4 (1,577.5)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities and paydowns of investment securities....... 10.4 45.2
Proceeds from maturities and paydowns of investment and mortgage-
backed securities available for sale............................... 1,653.8 569.7
Proceeds from sales and calls of investment securities .............. 180.7 75.2
Proceeds from sales and calls of investment and mortgage-backed
securities available for sale...................................... 2,349.4 3,098.7
Purchases of investment securities .................................. (262.9) (160.8)
Purchases of investment and mortgage-backed securities available
for sale........................................................... (5,131.1) (2,104.5)
Net change in banking subsidiaries'loans and leases.................. 1,235.1 (1,237.4)
Non-bank subsidiaries' loans and leases originated................... (3,298.8) (2,797.8)
Principal collected on non-bank subsidiaries' loans and leases....... 1,985.4 2,642.1
Purchases of premises and equipment ................................. (109.0) (105.0)
Proceeds from sales of premises, equipment & other real estate owned. 41.8 21.5
Cash paid for acquisitions, net of cash and cash equivalents acquired (2,488.1) (94.9)
Divestiture of branches, net of cash and cash equivalents paid....... (23.7) (4.1)
Net cash flows used for investing activities....................... (3,857.0) (52.1)

CASH FLOWS FROM FINANCING ACTIVITIES
Deposits, net ....................................................... 134.3 (807.1)
Short-term borrowings, net .......................................... 724.1 (662.7)
Long-term debt borrowings ........................................... 2,372.2 3,372.2
Repayments of long-term debt ........................................ (2,264.4) (203.5)
Issuances of common stock ........................................... 43.0 34.8
Repurchases of common stock ......................................... (127.1) (131.9)
Sale of preferred stock held by subsidiary .......................... - 20.0
Repurchases of preferred stock ...................................... (112.7) -
Net decrease in notes receivable from ESOP .......................... 1.1 -
Dividends paid ...................................................... (194.1) (154.8)
Net cash flows from financing activities .......................... 576.4 1,467.0
Net increase (decrease) in cash and cash equivalents .............. 32.8 (162.6)

CASH AND CASH EQUIVALENTS
Beginning of period ................................................. 4,946.5 4,024.3
End of period .......................................................$ 4,979.3 3,861.7

See notes to unaudited consolidated financial statements.

Norwest Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)

Net
Unrealized
Gains
In (Losses) on
millions, Unearned Securities Notes Foreign
except for Preferred ESOP Common Sur- Retained Available Receivable Treasury Currency
shares Stock Shares Stock plus Earnings for Sale from ESOP Stock Translation Total

Balance,
December 31, 1994....... $ 526.7 (14.7) 538.5 578.8 2,950.0 (360.4) (13.3) (350.9) (8.3) 3,846.4
Net income............... - - - - 451.1 - - - - 451.1
Dividends on
Common stock........... - - - - (133.9) - - - - (133.9)
Preferred stock........ - - - - (20.9) - - - - (20.9)
Conversion of 23,699
preferred shares to
808,089 common shares.. (21.4) - - (1.2) (0.1) - - 22.7 - -
Sale of 100,000
preferred shares
held by subsidiary..... 20.0 - - - - - - - - 20.0
Issuance of 63,300
preferred shares
to ESOP................ 63.3 (65.8) - 2.5 - - - - - -
Release of preferred
shares to ESOP......... - 21.7 - (0.8) - - - - - 20.9
Issuance of 1,813,771
common shares.......... - - - 24.3 (35.4) - - 50.6 - 39.5
Issuance of 17,930,967
common shares for
acquisitions........... - - 25.6 (13.3) 13.8 (0.3) - 68.1 - 93.9
Repurchase of 4,671,669
common shares.......... - - - - - - - (131.9) - (131.9)
Change in net unrealized
gains (losses) on
securities available
for sale............... - - - - - 538.8 - - - 538.8
Foreign currency
translation............ - - - - - - - - 2.1 2.1
Balance,
June 30, 1995 .......... $ 588.6 (58.8) 564.1 590.3 3,224.6 178.1 (13.3) (341.4) (6.2) 4,726.0

(Continued on page 7)

Norwest Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
(Continued from page 6)

Balance,
December 31, 1995...... $ 341.2 (38.9) 597.2 734.2 3,496.3 327.1 (13.3) (125.9) (5.8) 5,312.1
Net income.............. - - - - 556.8 - - - - 556.8
Dividends on
Common stock.......... - - - - (185.2) - - - - (185.2)
Preferred stock....... - - - - (8.9) - - - - (8.9)
Conversion of 22,649
preferred shares to
629,495 common shares. (22.6) - - 2.9 - - - 19.7 - -
Repurchase of 1,127,125
preferred shares...... (112.7) - - - - - - - - (112.7)
Cash payments received
on notes receivable
from ESOP............. - - - - - - 1.1 - - 1.1
Issuance of 59,000
preferred shares to
ESOP.................. 59.0 (61.3) - 2.3 - - - - - -
Release of preferred
shares to ESOP........ - 23.5 - (0.9) - - - - - 22.6
Issuance of 1,780,038
common shares......... - - - 31.6 (32.7) - - 51.3 - 50.2
Issuance of 18,546,938
common shares for
acquisitions.......... - - 27.7 166.7 70.0 (1.6) (1.5) 62.0 - 323.3
Repurchase of 3,527,494
common shares......... - - - - - - - (127.1) - (127.1)
Change in net unrealized
gains (losses) on
securities available
for sale.............. - - - - - (197.3) - - - (197.3)
Foreign currency
translation........... - - - - - - - - - -
Balance,
June 30, 1996......... $ 264.9 (76.7) 624.9 936.8 3,896.3 128.2 (13.7) (120.0) (5.8) 5,634.9

See notes to unaudited consolidated financial statements.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Changes in Accounting Policies

Effective January 1, 1996, the corporation adopted Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-lived
Assets and for Long-lived Assets to be Disposed Of," (FAS 121). FAS 121
requires that long-lived assets and certain identifiable intangibles be
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset is not fully recoverable. The adoption
of FAS 121 has not had a material effect on the corporation's consolidated
financial statements.

2. Consolidated Statements of Cash Flows

Supplemental disclosures of cash flow information for the six months ended
June 30, include:

In millions 1996 1995

Interest...................................... $ 1,277.0 1,058.4
Income taxes.................................. 55.8 203.5
Transfer of loans to other real estate owned.. 23.9 12.7

See Notes 7 and 12 for certain non-cash common and preferred stock
transactions.

3. Investment and Mortgage-backed Securities

The amortized cost and fair value of investment securities at June 30,
1996 were:

In millions Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value

Available for sale:
U.S. Treasury and federal agencies $ 1,249.3 8.0 (13.5) 1,243.8
State, municipal and housing -
tax exempt ....................... 870.3 20.3 (9.3) 881.3
Other ............................. 777.2 383.6 (7.6) 1,153.2
Total investment securities
available for sale ............ 2,896.8 411.9 (30.4) 3,278.3
Mortgage-backed securities:
Federal agencies ................. 13,990.0 102.8 (290.6) 13,802.2
Collateralized mortgage
obligations ..................... 141.8 1.4 (1.4) 141.8
Total mortgage-backed securities
available for sale ............ 14,131.8 104.2 (292.0) 13,944.0
Total investment and
mortgage-backed securities
available for sale ................ 17,028.6 516.1 (322.4) 17,222.3

Other securities held for investment 809.5 22.9 (6.8) 825.6

Total investment securities ......$17,838.1 539.0 (329.2) 18,047.9

Interest income on investment securities for the quarters and six months
ended June 30, were:
Quarter Six Months
In millions 1996 1995 1996 1995

Available for sale:
U.S. Treasury and federal agencies .. $ 19.8 16.1 37.1 34.3
State, municipal and housing -
tax exempt ........................ 13.2 1.6 25.8 3.0
Other ............................... 12.1 7.7 23.0 14.7
Total investment securities
available for sale .............. 45.1 25.4 85.9 52.0
Mortgage-backed securities:
Federal agencies ................... 246.1 226.3 467.5 455.3
Collateralized mortgage
obligations ....................... 2.0 0.3 5.7 6.1
Total mortgage-backed securities
available for sale .............. 248.1 226.6 473.2 461.4
Total investment and mortgage-backed
securities available for sale....... 293.2 252.0 559.1 513.4

Other securities held for investment.. 10.0 21.2 18.9 40.4

Total investment securities......... $ 303.2 273.2 578.0 553.8

</table

Certain investment securities with a total amortized cost of $4.7 million and
$5.5 million for the three and six months ended June 30, 1996, respectively,
and $19.7 million and $40.2 million for the three and six months ended June
30, 1995, respectively, were sold by the corporation due to significant
deterioration in the creditworthiness of the related issuers or because such
securities were called by the issuers prior to maturity. The sales and calls
of investment securities resulted in no gain or loss for the quarter and six
months ended June 30, 1996. The sales and calls of investment securities
resulted in a $0.1 million gain for the quarter and six months ended June 30,
1995.

4. Loans and Leases

The carrying values of loans and leases at June 30, 1996 and
December 31,1995 were:

In millions June 30, December 31,
1996 1995
Commercial, financial and industrial...... $10,255.7 9,327.3
Agricultural.............................. 1,091.6 1,090.8
Real estate
Secured by 1-4 family residential
properties............................ 9,368.3 8,592.9
Secured by development properties....... 2,084.6 2,024.0
Secured by construction and land
development........................... 822.1 742.0
Secured by owner-occupied properties.... 2,551.5 2,149.9
Consumer ................................. 10,992.5 10,520.7
Credit card .............................. 1,561.6 1,666.1
Lease financing .......................... 776.0 815.7
Foreign
Consumer ............................... 711.3 705.2
Commercial ............................. 177.4 196.1
Total loans and leases ............... 40,392.6 37,830.7
Unearned discount ........................ (1,740.3) (1,677.6)
Total loans and leases, net of
unearned discount..................... $38,652.3 36,153.1

Changes in the allowance for credit losses for the quarters and six months
ended June 30, were:
Quarter Six Months
In millions 1996 1995 1996 1995

Balance at beginning of period ....... $ 959.7 812.5 917.2 789.9
Allowance related to assets
acquired, net ..................... 45.7 41.8 85.9 57.1
Provision for credit losses ........ 87.4 74.7 175.2 130.0

Credit losses....................... (113.1) (100.4) (229.1) (180.9)
Recoveries ......................... 29.2 26.0 59.7 58.5
Net credit losses ................ (83.9) (74.4) (169.4) (122.4)
Balance at end of period ............. $1,008.9 854.6 1,008.9 854.6

5. Non-performing Assets and 90-day Past Due Loans and Leases

Total non-performing assets and 90-day past due loans and leases at
June 30, 1996 and 1995 and December 31, 1995 were:

In millions June 30, December 31,
1996 1995 1995
Impaired loans
Non-accrual ........................... $ 109.9 70.9 100.1
Restructured .......................... 1.4 1.9 2.0
Total impaired loans ................ 111.3 72.8 102.1
Other non-accrual loans and leases....... 72.2 49.9 66.8
Total non-accrual and
restructured loans and leases......... 183.5 122.7 168.9
Other real estate owned ................. 41.8 32.2 37.1
Total non-performing assets ........... 225.3 154.9 206.0
Loans and leases past due 90 days or more* 93.3 92.4 91.9
Total non-performing assets and
90-day past due loans and leases ..... $ 318.6 247.3 297.9

* Excludes non-accrual and restructured loans.

The average balances of impaired loans for the six months ended June 30,
1996 and 1995 were $108.7 million and $86.7 million, respectively. The
allowance for credit losses related to impaired loans at June 30, 1996 and
December 31, 1995 was $43.2 million and $43.3 million, respectively.
Impaired loans of $1.5 million and $2.7 million were not subject to a
related allowance for credit losses at June 30, 1996 and December 31, 1995,
respectively, due to the net realizable value of loan collateral,
guarantees and other factors.

Interest income on impaired loans is recognized after all past due and
current principal payments have been made, and collectibility is no longer
doubtful. Interest income of $1.5 million and $2.0 million was recognized
on impaired loans for the quarter and six months ended June 30, 1996,
respectively, and $1.1 million and $1.5 million was recognized for the
comparable periods of 1995.

The effects of total non-accrual and restructured loans on interest income
for the quarters and six months ended June 30, were:

Quarter Six Months
In millions 1996 1995 1996 1995

Interest
As originally contracted ........... $ 5.6 4.4 10.2 8.9
As recognized ...................... (1.5) (1.1) (2.0) (1.5)
Reduction of interest income ..... $ 4.1 3.3 8.2 7.4

6. Long-term Debt

During the first six months of 1996, the corporation issued $900 million in
medium-term notes bearing fixed rates of interest ranging from 5.625
percent to 6.25 percent, which mature from April 1999 to February 2003.
Certain banking subsidiaries of the corporation received advances from the
Federal Home Loan Bank of $1,470 million bearing interest at one-month
LIBOR minus six basis points to one-month LIBOR minus four basis points
maturing from March 1997 to March 2011 and $1.4 million at fixed rates of
interest ranging from 6.24 percent to 6.50 percent maturing from May 1999
to June 2011.

7. Stockholders' Equity

Preferred and Preference Stock

The corporation is authorized to issue 5,000,000 shares of preferred stock
without par value and 4,000,000 shares of preference stock without par
value. Shares of preferred stock and preference stock have such powers,
preferences and rights as may be determined by the corporation's board of
directors, provided that each share of preference stock will not be
entitled to more than one vote per share. No shares of preference stock
are currently outstanding. The table below is a summary of the
corporation's preferred stock at June 30, 1996 and December 31, 1995. A
detailed description of the corporation's preferred stock is provided in
Note 10 to the audited consolidated financial statements included in the
corporation's 1995 Annual Report on Form 10-K.

In millions, except share amounts

Annual
Dividend
Shares Outstanding Rate at Amount Outstanding
June 30, December 31, June 30, June 30, December 31,
1996 1995 1996 1996 1995

10.24% Cumulative,
$100 stated value.......... - 1,127,125 - $ - 112.7
Cumulative
Tracking, $200
stated value............... 980,000 980,000 9.30% 196.0 196.0
ESOP Cumulative Convertible,
$1,000 stated value........ 12,304 12,984 9.00% 12.3 13.0
1995 ESOP Cumulative
Convertible, $1,000
stated value............... 23,664 24,572 10.00% 23.7 24.5
1996 ESOP Cumulative
Convertible, $1,000 stated
value...................... 37,939 - 8.50% 37.9 -
Less: Cumulative
Tracking shares held by
a subsidiary............... (25,000) (25,000) (5.0) (5.0)
1,028,907 2,119,681 264.9 341.2
Unearned ESOP shares......... (76.7) (38.9)
Total preferred stock.... $188.2 302.3

On February 26, 1996, the corporation issued 59,000 shares of 1996 ESOP
Cumulative Convertible Preferred Stock, $1,000 stated value per share
("1996 ESOP Preferred Stock"), in the stated amount of $59.0 million at a
premium of $2.3 million; a corresponding charge of $61.3 million was
recorded to unearned ESOP shares.

On March 28, 1995, the corporation issued 63,300 shares of 1995 ESOP
Cumulative Convertible Preferred Stock, $1,000 stated value per share
("1995 ESOP Preferred Stock"), in the stated amount of $63.3 million at a
premium of $2.5 million; a corresponding charge of $65.8 million was
recorded to unearned ESOP shares.

All shares of the 1996 ESOP Preferred Stock, the 1995 ESOP Preferred Stock,
and ESOP Cumulative Convertible Preferred Stock, $1,000 stated value per
share (collectively, ESOP Preferred Stock), were issued to a trustee acting
on behalf of the Norwest Corporation Savings Investment Plan and Master
Savings Trust (the Plan). Dividends are cumulative from the date of
initial issuance and are payable quarterly. Each share of ESOP Preferred
Stock released from the unallocated reserve of the Plan is convertible into
shares of common stock of the corporation based on the stated value of the
ESOP Preferred Stock and the then current market price of the corporation's
common stock. During the quarter and six months ended June 30, 1996, 9,243
and 22,649 shares of ESOP Preferred Stock were converted into 265,824
shares and 629,495 shares of common stock of the corporation, respectively.
During the quarter and six months ended June 30, 1995, 10,036 and 20,899
shares of ESOP Preferred Stock were converted into 349,078 and 777,175
shares of common stock of the corporation, respectively.

The ESOP Preferred Stock is also convertible at the option of the holder at
any time, unless previously redeemed. The ESOP Preferred Stock is
redeemable at any time, in whole or in part, at the option of the
corporation at a redemption price per share equal to the higher of (a)
$1,000 per share plus accrued and unpaid dividends and (b) the fair market
value, as defined in the Certificates of Designations of the ESOP Preferred
Stock.

All shares of the corporation's 10.24% Cumulative Preferred Stock, $100
stated value, in the form of 4,508,500 depositary shares, were called for
redemption on January 2, 1996. Each depositary share represented one-
quarter of a share of preferred stock. The shares were redeemed in
accordance with their terms at the stated value.

8. Segment Reporting

The corporation's operations include three primary business segments:
banking, mortgage banking and consumer finance. See Note 16 to the audited
consolidated financial statements included in the corporation's annual
report on Form 10-K for the year ended December 31, 1995 for a detailed
description of each business segment. Selected financial information by
business segment for the quarters and six months ended June 30 is included
in the following summary:

In millions
Quarter Six Months
1996 1995 1996 1995
Revenues:*
Banking................. $ 1,415.7 1,221.7 2,763.9 2,372.5
Mortgage Banking........ 368.8 235.3 670.2 437.9
Norwest Financial....... 437.1 379.5 868.5 708.9
Total................. $ 2,221.6 1,836.5 4,302.6 3,519.3
Organizational earnings:*
Banking................. $ 189.3 146.9 370.5 287.0
Mortgage Banking........ 30.7 26.4 61.1 47.5
Norwest Financial....... 65.4 61.0 125.2 116.6
Total................. $ 285.4 234.3 556.8 451.1
Total assets:
Banking................. $56,930.6 50,837.1
Mortgage Banking........ 12,438.2 7,960.0
Norwest Financial....... 8,480.5 7,825.9
Total................. $77,849.3 66,623.0

* Revenues (interest income plus non-interest income), where applicable,
and organizational earnings by business segment are impacted by
intercompany revenues and expenses, such as interest on borrowings
from the parent company, corporate service fees and allocation of
federal income taxes.

9. Mortgage Banking Activities

The detail of mortgage banking non-interest income for the quarters
and six months ended June 30, is presented below:

Quarter Six Months
In millions 1996 1995 1996 1995

Origination fees........... $ 58.1 33.3 98.7 53.2
Servicing fees............. 69.1 53.7 127.5 102.1
Net gains on sales of
servicing rights......... 24.7 8.6 39.8 54.4
Net gains (losses) on
sales of mortgages....... 2.6 1.1 (3.1) (3.6)
Other ..................... 66.9 33.6 129.8 55.4
Total mortgage banking
non-interest income.... $221.4 130.3 392.7 261.5

Mortgage loans serviced for others are not included in the accompanying
consolidated balance sheets. The outstanding balances of serviced loans
were $168.0 billion and $100.5 billion at June 30, 1996 and 1995,
respectively, and $107.4 billion at December 31, 1995.

Changes in capitalized mortgage servicing rights for the quarters and six
months ended June 30, were:

Quarter Six Months
In millions 1996 1995 1996 1995

Mortgage servicing rights:

Balance at beginning
of period............. $1,196.6 862.1 1,061.5 550.3
Originations............ 99.8 55.9 184.0 81.3
Purchases............... 917.4 62.1 1,019.9 393.5
Sales................... (0.5) (64.8) (17.4) (92.6)
Amortization............ (56.2) (24.6) (90.8) (41.5)
Other................... (0.2) (0.2) (0.3) (0.5)
2,156.9 890.5 2,156.9 890.5
Less valuation allowance (64.2) (48.7) (64.2) (48.7)
Balance at end of period.. 2,092.7 841.8 2,092.7 841.8

Excess servicing rights
receivable:

Balance at beginning
of period............. 305.7 108.4 229.4 98.9
Additions............... 116.9 34.7 205.6 61.1
Sales................... - (14.6) - (25.8)
Amortization............ (12.9) (4.8) (25.3) (9.2)
Other................... - (2.5) - (3.8)
Balance at end of period.. 409.7 121.2 409.7 121.2

Mortgage servicing
rights, net........... $2,502.4 963.0 2,502.4 963.0

The fair value of capitalized mortgage servicing rights at June 30, 1996
was approximately $3,063.4 million, calculated using discount rates ranging
from 500 to 700 basis points over the ten-year U.S. Treasury rate.

Changes in the valuation allowance for capitalized mortgage servicing
rights for the quarters and six months ended June 30, were:

Quarter Six Months
In millions 1996 1995 1996 1995

Balance at beginning of period.............. $ 64.2 24.2 64.2 -
Provision for capitalized mortgage
servicing rights in excess of fair value.. - 24.5 - 48.7
Balance at end of period.................... $ 64.2 48.7 64.2 48.7

10. Trading Revenues

The corporation conducts trading of debt and equity securities, money
market instruments, derivative products and foreign exchange contracts to
satisfy the investment and risk management needs of its customers and those
of the corporation.

For the quarters and six months ended June 30, trading revenues were
derived from the following activities:

Quarter Six Months
In millions 1996 1995 1996 1995

Interest income:
Securities............................... $ 8.1 2.6 14.1 4.9
Swaps and other interest rate contracts.. - 1.9 - 2.9
Total interest income.................. 8.1 4.5 14.1 7.8

Non-interest income:
Gains(losses) on securities sold......... 11.5 1.9 (14.8) 3.7
Swaps and other interest rate contracts.. 14.7 0.5 23.2 3.1
Foreign exchange trading................. 2.1 2.1 4.2 3.9
Options.................................. (7.7) (4.5) (9.3) (0.2)
Futures.................................. (1.3) (1.2) 0.7 (1.3)
Total non-interest income.............. 19.3 (1.2) 4.0 9.2
Total trading revenues..................... $ 27.4 3.3 18.1 17.0

11. Derivative Activities

The corporation and its subsidiaries, as end-users, utilize various types
of derivative products (principally interest rate swaps and interest rate
caps and floors) as part of an overall interest rate risk management
strategy. See Note 15 to the audited consolidated financial statements
included in the corporation's annual report on Form 10-K for the year ended
December 31, 1995 for a detailed description of derivative products
utilized in end-user activities.

Currently, interest rate floors, futures contracts and options on futures
contracts are principally being used by the corporation in hedging its
portfolio of mortgage servicing rights. The floors provide for the receipt
of payments when interest rates are below predetermined interest rate
levels. The unrealized gains (losses) on interest rate floors and futures
contracts are included, as appropriate, in determining the fair value of
the capitalized mortgage servicing rights.

For the six months ended June 30, 1996, end-user derivative activities
decreased interest income by $0.1 million and interest expense by $34.4
million, for a total increase to net interest income of $34.3 million. For
the same period in 1995, interest income was decreased by $2.0 million and
interest expense was increased by $0.2 million, for a total reduction to
net interest income of $2.2 million.

Activity in the notional amounts of end-user derivatives for the six months
ended June 30, 1996 is summarized as follows:

In millions December 31, Amortizations June 30,
1995 Additions and Maturities Terminations 1996

Swaps:

Generic receive fixed...... $ 2,816 2,300 (205) - 4,911

Amortizing receive fixed... 1,575 522 (97) - 2,000

Generic pay fixed.......... 330 - (30) - 300

Basis...................... 229 - (200) - 29

Total swaps.............. 4,950 2,822 (532) - 7,240

Interest rate caps
and floors................. 7,843 10,500 (6) - 18,337

Futures contracts............ - 7,162 (1,295) (2,164) 3,703

Options on futures contracts. - 11,356 (6,688) (674) 3,994

Security options............. - 2,250 (400) (200) 1,650

Total........................ $ 12,793 34,090 (8,921) (3,038) 34,924

Deferred gains and losses on closed end-user derivatives were not material at
June 30, 1996 and December 31, 1995.

A key assumption in the information which follows is that rates remain constant
at June 30, 1996 levels. To the extent that rates change, both the average
notional and variable interest rate information may change.

The following table presents the maturities and weighted average rates for
end-user derivatives by type:

Dollars in millions

Maturity
There-
June 30, 1996 1996 1997 1998 1999 2000 after Total

Swaps:
Generic receive fixed-
Notional value.........$ 470 650 650 1,016 225 1,900 4,911
Weighted avg.
receive rate......... 6.92% 6.77 6.34 6.81 6.33 6.42 6.58
Weighted avg. pay rate. 5.50% 5.52 5.52 5.51 5.54 5.52 5.51
Amortizing receive fixed-
Notional value.........$ 473 1,440 66 21 - - 2,000
Weighted avg.
receive rate......... 7.50% 7.50 2.89 2.89 - - 7.30
Weighted avg. pay rate. 5.48% 5.52 5.68 5.71 - - 5.52
Generic pay fixed-
Notional value.........$ - - - - - 300 300
Weighted avg.
receive rate......... -% - - - - 5.54 5.54
Weighted avg. pay rate. -% - - - - 5.89 5.89
Basis-
Notional value.........$ - - 29 - - - 29
Weighted avg.
receive rate......... -% - 4.02 - - - 4.02
Weighted avg. pay rate. -% - 3.64 - - - 3.64

Interest rate caps and
floors (1):
Notional value.........$ 10 - 1,077 2,650 6,350 8,250 18,337

Futures contracts (1)
Notional value.........$ 2,908 795 - - - - 3,703

Options on futures
contracts (1)
Notional value.........$ 3,394 600 - - - - 3,994

Security options (1)
Notional value........ $ 1,650 - - - - - 1,650

Total notional value.... $ 8,905 3,485 1,822 3,687 6,575 10,450 34,924

Total weighted avg.
rates on swaps:
Receive rate........ 7.21% 7.27 5.94 6.73 6.33 6.30 6.73

Pay rate............ 5.49% 5.52 5.46 5.52 5.54 5.57 5.52

(1) Average rates are not meaningful for interest rate caps and floors,
futures contracts or options.

Note: Weighted average variable rates are based on the actual rates as of
June 30, 1996.

The following table provides the gross gains and gross losses not yet
recognized in the consolidated financial statements for open end-user
derivatives applicable to certain hedged assets and liabilities:

In millions Balance Sheet Category
Loans Interest- Long-
Investment and bearing term
June 30, 1996 Securities Leases Deposits Debt Other* Total

Swaps:

Pay variable
Unrealized gains......... $ - - 0.1 37.9 - 38.0
Unrealized (losses)...... - - (32.3) (90.0) (8.0) (130.3)

Pay variable net......... - - (32.2) (52.1) (8.0) (92.3)

Pay fixed
Unrealized gains......... - 4.6 12.1 - - 16.7

Basis
Unrealized gains......... 0.6 - - - - 0.6

Total unrealized gains..... 0.6 4.6 12.2 37.9 - 55.3
Total unrealized (losses).. - - (32.3) (90.0) (8.0) (130.3)

Total net................ $ 0.6 4.6 (20.1) (52.1) (8.0) (75.0)

Interest rate caps and floors:

Unrealized gains........... $ - - - - 8.3 8.3
Unrealized (losses)........ (0.2) - (0.3) (0.1) (92.6) (93.2)

Total net................ $ (0.2) - (0.3) (0.1) (84.3) (84.9)

Futures contracts:

Unrealized gains........... $ - - - - 13.2 13.2

Options on futures contracts:

Unrealized gains........... $ - 0.5 - - 5.8 6.3
Unrealized (losses)........ - (0.2) - - (5.8) (6.0)

Total net................ $ - 0.3 - - - 0.3

Security options:

Unrealized gains........... $ - 2.0 - - - 2.0
Unrealized (losses)........ - (0.9) - - - (0.9)

Total net................ $ - 1.1 - - - 1.1

Grand total
unrealized gains......... $ 0.6 7.1 12.2 37.9 27.3 85.1
Grand total
unrealized (losses)...... (0.2) (1.1) (32.6) (90.1) (106.4) (230.4)

Grand total net............ $ 0.4 6.0 (20.4) (52.2) (79.1) (145.3)

*Includes $27.3 million in gains and $106.4 million in losses on floors, futures and swaps
hedging mortgage servicing rights.

As a result of interest rate fluctuations, off balance-sheet derivatives
have unrealized appreciation or depreciation in market values as compared
with their cost. As these derivatives hedge certain assets and liabilities
of the corporation, as noted in the table above, there has been offsetting
unrealized appreciation and depreciation in the assets and liabilities
hedged.

The corporation has entered into mandatory and standby forward contracts to
reduce interest rate risk on certain mortgage loans held for sale and other
commitments. The contracts provide for the delivery of securities at a
specified future date, at a specified price or yield. At June 30, 1996,
the corporation had forward contracts totaling $15.8 billion, all of which
mature within 240 days. Gains and losses on forward contracts are included
in the determination of market value of mortgages held for sale.

At June 30, 1996, the corporation's trading account portfolio included
written options of $1.0 billion notional value, which are valued at market
with any gains or losses recognized currently.

12. Business Combinations

The corporation regularly explores opportunities for acquisitions of
financial institutions and related businesses. Generally, management of
the corporation does not make a public announcement about an acquisition
opportunity until a definitive agreement has been signed. Transactions
completed in the six months ended June 30, 1996 include:

In millions, except share amounts Common
Cash Shares Method of
Date Assets Paid Issued Accounting

The Bank of Robstown, N.A.,
Robstown, Texas (B)........ January 12 $ 71.4 $ 9.5 - Purchase
AMFED Financial, Inc.,
Reno, Nevada (B)........... January 18 1,518.8 - 6,046,636 Pooling of
interests*
Irene Bancorporation, Inc.,
Viborg, South Dakota (B)... January 31 39.7 7.1 - Purchase
Canton Bancshares, Inc.,
Canton, Illinois (B).......February 15 49.7 - 279,270 Purchase
Henrietta Bancshares, Inc.,
Henrietta, Texas (B)....... March 12 164.0 24.4 - Purchase
Victoria Bankshares, Inc.,
Victoria, Texas (B)........ April 11 1,918.7 - 8,510,801 Pooling of
interests*
Prudential Home Mortgage
Company, Inc. (M)......... May 7 3,335.6 3,335.6 - Purchase
of assets
Cardinal Credit Corporation,
Lexington, Kentucky (F).... May 13 34.2 33.6 - Purchase
of assets
Benson Financial
Corporation, San Antonio,
Texas (B).................. May 31 463.8 - 2,044,035 Pooling of
interests*
Regional Bank of Colorado,
Rifle, Colorado (B)........ June 1 56.0 - 354,967 Purchase
AmeriGroup, Incorporated,
Minneapolis, Minnesota (B). June 4 155.1 - 916,200 Purchase
Union Texas Bancorporation,
Inc., Laredo, Texas (B).... June 27 245.0 - 395,029 Purchase
$8,052.0 $3,410.2 18,546,938

* Pooling of interests transactions were not material to the corporation's
consolidated financial statements; accordingly, previously reported results
have not been restated.
(B) - Banking Group; (M) - Mortgage Banking; (F) - Norwest Financial.

At June 30, 1996, the corporation had seven other pending acquisitions with
total assets of approximately $2.1 billion, and it is anticipated that cash
of $251.5 million and approximately 1.6 million common shares will be
issued upon completion of these acquisitions. Pending acquisitions include
PriMerit Bank, a $1.8 billion bank in Las Vegas, Nevada (consummated July
19, 1996).

The pending acquisitions, subject to approval by regulatory agencies, are
expected to be completed by the end of 1996 and are not individually
significant to the financial statements of the corporation.

20
<page

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.

Management's discussion and analysis should be read together with the
financial statements submitted under Item 1 of Part I and with Norwest
Corporation's 1995 Annual Report on Form 10-K.

EARNINGS PERFORMANCE

The corporation reported net income of $285.4 million for the quarter ended
June 30, 1996, a 21.8 percent increase over the $234.3 million earned in
the second quarter of 1995. Fully diluted earnings per share were 76
cents, compared with 67 cents in the second quarter of 1995, an increase of
13.4 percent. Return on realized common equity was 22.1 percent and return
on assets was 1.50 percent for the second quarter of 1996, compared with
22.6 percent and 1.48 percent, respectively, in the second quarter of 1995.

For the six months ended June 30, 1996, net income was $556.8 million, or
$1.50 per fully diluted common share, an increase of 23.4 percent and 13.6
percent, respectively, over the $451.1 million or $1.32 per common share
earned in the first six months of 1995. Return on realized common equity
was unchanged from the prior year at 22.4 percent and return on assets was
1.50 percent, compared with 1.47 percent for the same period a year ago.

ORGANIZATIONAL EARNINGS

The organizational earnings of the corporation's primary business segments
for the three and six months ended June 30, 1996 and 1995 are included in
Note 8 to the unaudited consolidated financial statements for the quarter
ended June 30, 1996 and are discussed in the following paragraphs.

Banking Group

The Banking Group reported second quarter 1996 earnings of $189.3 million,
a 28.8 percent increase over the second quarter 1995 earnings of $146.9
million. For the six months ended June 30, 1996, earnings increased 29.0
percent to $370.5 million compared with $287.0 million for the same period
in 1995. The increased earnings in the first six months of 1996 reflected
a 14.5 percent increase in tax-equivalent net interest income to $1,248.9
million, due to a 10.0 percent increase in average earning assets and a 26
basis point increase in net interest margin. The Banking Group's provision
for credit losses for the six months ended June 30, 1996 increased $2.1
million to $61.9 million from a year earlier, as average loans and leases
rose $1.9 billion, or 6.6 percent, while net charge-offs as a percent of
average loans and leases remained essentially unchanged at 0.41 percent.
Non-interest income rose $220.7 million to $680.7 million for the first
half of 1996, due to gains on sales of credit card receivables and
increased venture capital gains and fee income. The Banking Group also
recorded investment securities losses of $44.7 million in the six months
ended June 30, 1996, compared with losses of $26.0 million in the same
period last year. Non-interest expenses of $1,272.6 million for the first
half of 1996 were $208.3 million higher when compared with the first six
months of 1995, reflecting writedowns of goodwill and other intangibles and
additional operating expenses related to acquired companies. These
increases were partially offset by reduced pension benefits expense.

Mortgage Banking

Mortgage Banking earned $30.7 million in the current quarter compared with
$26.4 million in the second quarter of 1995. For the first six months of
1996, Mortgage Banking earned $61.1 million compared with $47.5 million in
the same period of 1995. See Note 9 to the unaudited consolidated
financial statements for the quarter ended June 30, 1996 for a detailed
analysis of mortgage banking revenues for the three and six months ended
June 30, 1996 and 1995.

The growth in Mortgage Banking earnings reflects the continued growth in
mortgage loan fundings and the servicing portfolio, partially offset by a
decrease in combined gains on sales of mortgages and servicing rights.
Such combined gains totaled $36.7 million in the first half of 1996
compared with $50.8 million in the same period a year ago. Mortgage loan
originations amounted to $14.9 billion during the second quarter, and
totaled $26.6 billion for the first half of 1996, compared with $7.7
billion and $12.3 billion, respectively, in the comparable periods in 1995.
Increases in volume were attributable in part to the acquisition of
substantially all the assets of Prudential Home Mortgage Company, Inc. in
May 1996, including $47 billion of its mortgage servicing portfolio.
Mortgage Banking capitalized $184.0 million of mortgage servicing rights in
the first six months of 1996, representing 124 basis points of originated
mortgage loans, compared with $81.3 million for the first six months of
1995. Amortization of capitalized mortgage servicing rights, including
excess servicing rights, was $116.1 million for the six months ended June
30, 1996, compared with $50.7 million for the six months ended June 30,
1995. The servicing portfolio totaled $168.0 billion at June 30, 1996,
compared with $107.4 billion at year-end 1995 and currently has a weighted
average coupon of 7.74 percent.

Norwest Financial

Norwest Financial (including Norwest Financial Services, Inc. and Island
Finance) reported earnings of $65.4 million in the second quarter of 1996,
compared with $61.0 million in the second quarter of 1995, an increase of
7.2 percent. For the first six months of 1996, Norwest Financial's net
income was $125.2 million, up 7.5 percent from the first six months of
1995. The growth in earnings reflected a 23.7 percent increase in Norwest
Financial's tax-equivalent net interest income as average finance
receivables grew 23.4 percent from the first half of 1995, due in part to
the May 1995 acquisition of Island Finance. The increase in earnings was
partially offset by a higher provision for credit losses. Norwest
Financial's net charge-offs in the first six months of 1996 were $108.1
million compared with $64.8 million in the same period in 1995. The
increase in charge-offs was due to higher domestic consumer credit losses
as well as to Island Finance.

CONSOLIDATED INCOME STATEMENT ANALYSIS

Net Interest Income

Consolidated tax-equivalent net interest income was $924.5 million in the
second quarter of 1996, compared with $806.6 million in the second quarter
of 1995, an increase of 14.6 percent. For the first six months of 1996,
tax-equivalent net interest income increased 16.9 percent from the same
period in 1995 to $1,822.8 million. Growth in tax-equivalent net interest
income over the second quarter of 1995 was a result of a 17.1 percent
growth in average earning assets and lower borrowing costs. Net interest
margin, the ratio of annualized tax-equivalent net interest income to

average earning assets, was 5.54 percent in the second quarter of 1996,
compared with 5.66 percent in the second quarter of 1995. The decrease
was principally the result of strong growth in lower-yielding earning
assets in the Banking Group and in Mortgage Banking, and the sale of $0.9
billion of higher-yielding credit card receivables in May 1996. Net
interest margin was 5.62 percent for the six months ended June 30, 1996, up
slightly from 5.58 percent for the first half of 1995. The following table
summarizes changes in tax-equivalent net interest income between the
quarters ended June 30 and March 31 and the six months ended June 30.

Changes in Tax-Equivalent Net Interest Income*
In millions 2Q 96 2Q 96 6 Mos. 96
over over over
2Q 95 1Q 96 6 Mos. 95
Increase (decrease) due to:
Change in earning asset volume ............ $137.1 50.1 250.2
Change in volume of interest-free funds ... (16.3) (3.6) (30.6)
Change in net return from
Interest-free funds ...................... (9.7) (2.4) (11.3)
Interest-bearing funds ................... 56.1 (1.4) 131.1
Change in earning asset mix ............... (43.9) (15.6) (59.8)
Change in funding mix ..................... (5.4) (0.9) (15.4)
Change in tax-equivalent net interest income. $117.9 26.2 264.2

* Net interest income is presented on a tax-equivalent basis utilizing a
federal incremental tax rate of 35 percent in each period presented.

Provision for Credit Losses

The corporation provided $87.4 million for credit losses in the second
quarter of 1996, compared with $74.7 million in the same period a year ago.
Net credit losses totaled $83.9 million and $74.4 million for the three
months ended June 30, 1996 and 1995, respectively. As a percentage of
average loans and leases, net credit losses were 0.88 percent in the second
quarter of 1996, compared with 0.84 percent in the same period a year ago.

For the first six months of 1996, the provision for credit losses totaled
$175.2 million, compared with $130.0 million in the first six months of
1995. Net credit losses were $169.4 million, or 0.91 percent of average
loans and leases, for the six months ended June 30, 1996, compared with
$122.4 million, or 0.72 percent, for the same period in 1995.

Non-interest Income

Consolidated non-interest income was $646.6 million in the second quarter
of 1996, an increase of $199.2 million, or 44.5 percent, from the second
quarter of 1995. In the second quarter of 1996, the corporation recorded
gains on the disposition of credit card receivables held for sale of $33.5
million. For the six months ended June 30, 1996, non-interest income was
up $361.4 million to $1,203.6 million, an increase of 42.9 percent over
1995. The increase was primarily due to higher levels of fee income and
trust revenues, mortgage banking revenues, and net venture capital gains,
partially offset by investment securities losses.

Net venture capital gains were $65.5 million for the three months and
$132.0 million for the six months ended June 30, 1996, compared with $4.8
million and $26.4 million, respectively, for the same periods in 1995.
Sales of venture capital securities generally relate to timing of holdings
becoming publicly traded and subsequent market conditions, causing venture

capital gains to be unpredictable in nature. Net unrealized appreciation
in the venture capital investment portfolio was $248.0 million at June 30,
1996. Net investment securities losses of $45.8 million were recorded in
the second quarter of 1996 compared with net gains of $9.3 million in the
second quarter of 1995. For the six months ended June 30, 1996 and 1995,
net investment securities losses totaled $44.1 million and $25.9 million,
respectively.

Mortgage banking revenues in the second quarter of 1996 were $221.4
million, compared with $130.3 million in the second quarter of 1995. For
the six months ended June 30, 1996, mortgage banking revenues were $392.7
million, compared with $261.5 million for the first half of 1995. The
increases for both the quarter and the first six months were principally
due to increased levels of originations and servicing fees, while the
second quarter of 1996 benefited from additional gains on sales of
servicing rights. Future sales of servicing rights are largely dependent
upon portfolio characteristics and prevailing market conditions. See Note 9
to the unaudited consolidated financial statements for the quarter ended
June 30, 1996 for a detailed analysis of mortgage banking revenues for the
three and six months ended June 30, 1996 and 1995.

Non-interest Expenses

Consolidated non-interest expenses in the second quarter of 1996 were
$1,015.8 million, an increase of $193.8 million or 23.6 percent over the
second quarter of 1995. During the second quarter of 1996, the corporation
recorded writedowns of goodwill and other intangibles of $58.6 million
before taxes, which represent $50.6 million after taxes since $35.7 million
of the writedown is not tax deductible. Second quarter 1996 results also
reflect higher levels of operating expenses associated with acquisitions.
There were $17.2 million of acquisition-related special charges taken in
conjunction with acquisitions closed within the quarter. These increases
in expenses were partially offset by the year-to-date effect of reduced
pension benefits expense of $26.6 million resulting from a change in
pension assumptions. For the six months ended June 30, 1996, non-interest
expenses were up $382.0 million to $1,963.2 million, an increase of 24.2
percent over the six months ended June 30, 1995, and primarily reflect
increased expenses related to acquisitions.

Income Taxes

The effective income tax rate for the first half of 1996 was 36.2 percent,
which reflects the non-deductible intangible writedowns during the second
quarter. Excluding the effect of those writedowns, the effective income tax
rate was 34.8 percent for the six months ended June 30, 1996.

CONSOLIDATED BALANCE SHEET ANALYSIS

At June 30, 1996, earning assets were $67.5 billion, an increase of 7.5
percent from $62.8 billion at December 31, 1995. This increase was primarily
due to a 6.9 percent increase in net loans and a 12.7 percent increase in
total investment securities. The increase in mortgage servicing rights of
$1.3 billion since December 31, 1995, included $0.8 billion from the
Prudential acquisition, with the remaining increase due to higher levels of
originations.

At June 30, 1996, interest-bearing liabilities totaled $57.1 billion, an 8.6
percent increase from $52.6 billion at December 31, 1995. The increase was
primarily due to increases in interest-bearing deposits.

Credit Quality

The major categories of loans and leases are included in Note 4 to the
unaudited consolidated financial statements for the quarter ended June 30,
1996.

At June 30, 1996, the allowance for credit losses totaled $1,008.9 million,
or 2.61 percent of loans and leases outstanding. Comparable amounts were
$854.6 million, or 2.36 percent, at June 30, 1995, and $917.2 million, or
2.54 percent, at December 31, 1995. The ratio of the allowance for credit
losses to total non-performing assets and 90-day past due loans and leases
was 316.7 percent at June 30, 1996, compared with 345.7 percent at June 30,
1995 and 307.9 percent at December 31, 1995.

Although it is impossible for any lender to predict future credit losses
with complete accuracy, management monitors the allowance for credit losses
with the intent to provide for all losses that can reasonably be
anticipated based on current conditions. The corporation maintains the
allowance for credit losses as a general allowance available to cover
future credit losses within the entire loan and lease portfolio and other
credit-related risks. However, management has prepared an allocation of
the allowance based on its views of risk characteristics of the portfolio.
This allocation of the allowance for credit losses does not represent the
total amount available for actual future credit losses in any single
category nor does it prohibit future credit losses from being absorbed by
portions of the allowance allocated to other categories or by the
unallocated portion.

The allocation of the allowance for credit losses to major categories of
loans at June 30, 1996 and December 31, 1995 was:

June 30, December 31,
1996 1995

Commercial .................... $ 233.8 186.4
Consumer ...................... 288.8 276.5
Real estate ................... 166.2 171.8
Foreign ....................... 27.0 27.0
Unallocated ................... 293.1 255.5
Total ...................... $1,008.9 917.2

Non-performing assets and 90-day past due loans and leases totaled $318.6
million, or 0.41 percent of total assets, at June 30, 1996, compared with
$247.3 million, or 0.37 percent, at June 30, 1995, and $297.9 million, or
0.41 percent, at December 31, 1995. Non-performing loans increased because
of acquisitions by $31.6 million and $52.1 million from December 31, 1995
and June 30, 1995, respectively.

The corporation manages exposure to credit risk through loan portfolio
diversification by customer, product, industry and geography in order to
minimize concentrations in any single sector.

The corporation's Banking Group operates in 16 states, largely in the
Midwest, Southwest and Rocky Mountain regions of the country. Distribution
of average loans by region during the first half of 1996 was approximately
59 percent in the North Central Midwest, 13 percent in the South Central
Midwest and 28 percent in the Rocky Mountain/Southwest region.

Norwest Card Services, Norwest Mortgage and Norwest Financial operate on a
nationwide basis. With respect to credit card receivables, approximately
61 percent of the portfolio is within the 16-state Norwest banking region.

Minnesota and Iowa represent approximately 12 percent and 10 percent of
the total outstanding credit card portfolio, respectively. No other state
accounts for more than 10% of the portfolio.

Norwest Mortgage operates in all 50 states, representing the largest retail
mortgage origination network in the country. Norwest Financial engages in
consumer finance activities in 47 states, all 10 Canadian provinces, the
Caribbean, Central America and Guam.

In general, the economy in regions of the U.S. where the corporation
primarily conducts operations continues to reflect modest growth. The
corporation's credit-risk management policies and activities as well as the
geographical diversification of the corporation's Banking Group (including
Norwest Card Services), Mortgage Banking, and Norwest Financial help
mitigate the credit risk in their respective portfolios.

Capital

The corporation's regulatory capital and ratios are summarized as follows:

June 30, December 31,
1996 1995

Tier 1 capital............................ $ 4,553 3,994
Tier 1 and Tier 2 capital................. 5,602 5,012
Total risk adjusted assets................ 53,410 49,255
Tier 1 capital ratio...................... 8.53% 8.11
Total capital to risk adjusted assets..... 10.49% 10.18
Leverage ratio............................ 6.09% 5.65

The corporation's Tier 1 capital, total capital to risk-adjusted assets and
leverage ratios compare favorably to regulatory minimums of 4.0 percent,
8.0 percent and 3.0 percent, respectively.

The corporation's dividend payout ratio was 35.5 percent for the second
quarter of 1996 compared with 30.9 percent for the second quarter of 1995.

On July 23, 1996, the corporation's board of directors approved the Norwest
Corporation Best Practices PartnerShares Plan, a broad-based employee stock
option plan. In conjunction with the Plan's approval, options for
approximately 4.8 million shares were granted with an exercise price of
$33.125 per share. Options are generally exercisable upon the earlier of
July 24, 2001, or the first date the market value of the corporation's
common stock exceeds $60 per share.

Norwest Corporation and Subsidiaries
CONSOLIDATED AVERAGE BALANCE SHEETS AND RELATED YIELDS AND RATES

Quarter Ended June 30,
In millions, except ratios 1996 1995
Interest Average Interest Average
Average Income/ Yields/ Average Income/ Yields/
Balance Expense* Rates* Balance Expense* Rates*

Assets

Money market investments..... $ 790 $ 10.0 5.14% $ 408 $ 6.1 6.15%
Trading account securities... 498 8.2 6.66 165 4.6 11.27
Investment securities
U.S. Treasury & federal
agencies................. - - - 28 0.4 5.16
State, municipal and
housing tax-exempt....... - - - 695 17.7 10.15
Other...................... 839 10.0 4.73 661 8.8 5.33
Total.................... 839 10.0 4.73 1,384 26.9 7.75

Investment securities available
for sale
U.S. Treasury & federal
agencies................. 1,214 19.8 6.52 993 16.1 6.56
State, municipal and
housing tax-exempt....... 877 19.4 9.07 121 2.3 7.59
Mortgage-backed............ 13,527 248.1 7.31 12,133 226.6 7.44
Other...................... 1,209 12.0 6.13 662 7.7 6.23
Total.................... 16,827 299.3 7.29 13,909 252.7 7.33

Loans held for sale.......... 2,970 66.0 8.94 2,202 47.5 8.65
Mortgages held for sale...... 7,160 133.3 7.45 3,657 74.9 8.19
Loans and leases
(net of unearned discount)
Commercial................. 12,738 287.4 9.07 10,654 246.0 9.26
Real estate................ 13,447 324.5 9.65 13,212 309.0 9.36
Consumer................... 11,864 444.3 15.02 11,578 429.8 14.87
Total loans and leases... 38,049 1,056.2 11.13 35,444 984.8 11.13
Allowance for credit losses (991) (851)
Net loans and leases..... 37,058 34,593

Total earning assets
(before the allowance for
credit losses)........... 67,133 1,583.0 9.50 57,169 1,397.5 9.81

Cash and due from banks...... 3,632 3,155
Other assets................. 6,938 4,232
Total assets............... $76,712 $63,705

(Continued on page 28)

Norwest Corporation and Subsidiaries
CONSOLIDATED AVERAGE BALANCE SHEETS AND RELATED YIELDS AND RATES

(Continued from page 27)

Quarter Ended June 30,
In millions, except ratios 1996 1995
Interest Average Interest Average
Average Income/ Yields/ Average Income/ Yields/
Balance Expense* Rates* Balance Expense* Rates*

Liabilities and
Stockholders' Equity

Noninterest-bearing deposits. $11,926 $ - -% $ 9,526 $ - -%

Interest-bearing deposits
Savings and NOW accounts... 5,907 26.0 1.77 4,879 24.8 2.04
Money market accounts...... 11,933 86.9 2.93 10,562 84.6 3.21
Savings certificates....... 12,336 166.7 5.44 10,771 144.2 5.37
Certificates of deposit
and other time........... 2,772 39.0 5.66 1,785 25.8 5.80
Foreign time............... 605 7.6 5.05 275 3.8 5.54
Total interest-bearing
deposits............... 33,553 326.2 3.91 28,272 283.2 4.02
Federal funds purchased &
repurchase agreements...... 3,143 37.8 4.83 3,345 49.5 5.94
Short-term borrowings........ 5,843 78.8 5.43 4,237 66.1 6.25
Long-term debt............... 14,279 215.7 6.04 11,603 192.1 6.62

Total interest-bearing
liabilities............ 56,818 658.5 4.65 47,457 590.9 4.99

Other liabilities............ 2,393 2,145
Preferred stock.............. 188 530
Common stockholders' equity.. 5,387 4,047
Total liabilities and
stockholders' equity... $76,712 $63,705

Net interest income
(tax-equivalent basis)... $924.5 $ 806.6

Yield spread............... 4.85 4.82

Net interest margin........ 5.54 5.66

Interest-bearing liabilities
to earning assets........ 84.64 83.01

* Interest income and yields are calculated on a tax-equivalent basis
utilizing a federal incremental tax rate of 35% in each period presented.
Non-accrual loans and the related negative income effect have been included
in the calculation of yields.

Norwest Corporation and Subsidiaries
CONSOLIDATED AVERAGE BALANCE SHEETS AND RELATED YIELDS AND RATES

Six Months Ended June 30,
In millions, except ratios 1996 1995
Interest Average Interest Average
Average Income/ Yields/ Average Income/ Yields/
Balance Expense* Rates* Balance Expense* Rates*

Assets

Money market investments..... $ 674 $ 17.8 5.34% $ 688 $ 20.0 5.89%
Trading account securities... 448 14.3 6.43 153 8.0 10.57
Investment securities
U.S. Treasury & federal
agencies................. - - - 28 0.7 4.83
State, municipal and
housing tax-exempt....... - - - 698 36.0 10.30
Other...................... 818 18.9 4.61 614 15.2 4.95
Total.................... 818 18.9 4.61 1,340 51.9 7.73

Investment securities available
for sale
U.S. Treasury & federal
agencies................. 1,173 37.1 6.38 1,024 34.3 6.73
State, municipal and
housing tax-exempt....... 858 37.8 9.14 115 4.4 7.41
Mortgage-backed............ 12,930 473.2 7.36 12,267 461.4 7.39
Other...................... 1,071 22.9 6.64 543 14.7 7.10
Total.................... 16,032 571.0 7.35 13,949 514.8 7.33

Loans held for sale.......... 3,205 153.2 9.61 2,178 93.0 8.61
Mortgages held for sale...... 6,752 241.7 7.16 3,243 132.1 8.15
Loans and leases
(net of unearned discount)
Commercial................. 12,512 567.3 9.11 10,281 471.9 9.25
Real estate................ 13,266 647.5 9.76 12,891 593.1 9.20
Consumer................... 11,756 882.8 15.05 11,166 809.0 14.55
Total loans and leases... 37,534 2,097.6 11.20 34,338 1,874.0 10.96
Allowance for credit losses (971) (831)
Net loans and leases..... 36,563 33,507

Total earning assets
(before the allowance for
credit losses)........... 65,463 3,114.5 9.61 55,889 2,693.8 9.65

Cash and due from banks...... 3,592 3,115
Other assets................. 6,423 3,895
Total assets............... $74,507 $62,068

(Continued on page 30)

Norwest Corporation and Subsidiaries
CONSOLIDATED AVERAGE BALANCE SHEETS AND RELATED YIELDS AND RATES

(Continued from page 29)

Six Months Ended June 30,
In millions, except ratios 1996 1995
Interest Average Interest Average
Average Income/ Yields/ Average Income/ Yields/
Balance Expense* Rates* Balance Expense* Rates*

Liabilities and
Stockholders' Equity

Noninterest-bearing deposits. $11,546 $ - -% $ 9,225 $ - -%

Interest-bearing deposits
Savings and NOW accounts... 5,710 50.2 1.77 4,837 49.9 2.08
Money market accounts...... 11,709 171.5 2.94 10,481 165.0 3.17
Savings certificates....... 12,081 329.4 5.48 10,524 274.2 5.25
Certificates of deposit
and other time........... 2,641 74.7 5.69 1,667 46.6 5.64
Foreign time............... 422 10.4 4.95 512 14.6 5.74
Total interest-bearing
deposits............... 32,563 636.2 3.93 28,021 550.3 3.96
Federal funds purchased &
repurchase agreements...... 3,156 78.9 5.02 3,588 104.4 5.87
Short-term borrowings........ 5,472 148.5 5.46 4,011 124.0 6.23
Long-term debt............... 13,984 428.1 6.12 10,846 356.5 6.57

Total interest-bearing
liabilities............ 55,175 1,291.7 4.70 46,466 1,135.2 4.91

Other liabilities............ 2,362 2,052
Preferred stock.............. 189 531
Common stockholders' equity.. 5,235 3,794
Total liabilities and
stockholders' equity... $74,507 $62,068

Net interest income
(tax-equivalent basis)... $1,822.8 $1,558.6

Yield spread............... 4.91 4.74

Net interest margin........ 5.62 5.58

Interest-bearing liabilities
to earning assets........ 84.28 83.14

30
<page

PART II. OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders

The annual meeting of stockholders of the corporation was held on April 23,
1996. There were 358,395,538 shares of common stock outstanding and
entitled to vote at said meeting; and a total 294,844,134 (82.27%) shares
were present at the meeting in person or by proxy. The stockholders voted
to approve an amendment to the corporation's 1985 Long-Term Incentive
Compensation Plan to increase the number of shares available for awards by
17,500,000, to limit the number of shares that may be subject to stock
options or stock appreciation rights granted to any employee in a calendar
year, to permit the Human Resources Committee to extend the exercise period
for stock options and stock appreciation rights following a holder's death,
permanent disability, or retirement to a date no later than the original
expiration date, and to eliminate a stated expiration date for the Plan
(266,339,795 for, 24,916,679 against, 3,587,660 abstained and no broker
non-votes); an amendment to the Directors' Formula Stock Award Plan to
award non-employee directors annually shares of common stock with a value
equal to the annual cash retainer and to provide for a one-time award under
the Plan for 1996 (270,039,303 for, 20,985,822 against, 3,819,009 abstained
and no broker non-votes); and ratified the appointment of KPMG Peat Marwick
LLP to audit the books of the corporation for the year ending December 31,
1996 (292,423,829 for, 976,213 against, 1,444,092 abstained and no broker
non-votes).

In addition, 14 nominees were elected directors of the corporation, as
follows:
Shares FOR Shares WITHHELD

David A. Christensen 293,795,273 1,048,861
Gerald J. Ford 291,991,332 2,852,802
Pierson M. Grieve 293,775,649 1,068,485
Charles M. Harper 293,619,299 1,224,835
William A. Hodder 293,713,387 1,130,747
Lloyd P. Johnson 293,813,775 1,030,359
Reatha Clark King 293,741,280 1,102,854
Richard M. Kovacevich 293,908,706 935,428
Richard S. Levitt 293,895,291 948,843
Richard D. McCormick 292,878,499 1,965,635
Cynthia H. Milligan 291,838,025 3,006,109
Benjamin F. Montoya 293,612,567 1,231,567
Ian M. Rolland 293,726,914 1,117,220
Michael W. Wright 293,702,464 1,141,670

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits.
The following exhibits are filed in response to Item 601 of Regulation
S-K.

Exhibit
No. Exhibit Page
4. Copies of instruments with respect to long-term debt
will be furnished to the Commission upon request.
10(a). Long-Term Incentive Compensation Plan (as amended 34
effective April 23, 1996
10(b). Directors' Formula Stock Award Plan (as amended 45
effective April 23, 1996)
11. Computation of Earnings Per Share 49
12(a). Computation of Ratio of Earnings to Fixed Charges 51
12(b). Computation of Ratio of Earnings to Fixed Charges
and Preferred Stock Dividends 52

(b) Reports on Form 8-K.

The corporation filed a Current Report on Form 8-K, dated April 17,
1996, reporting consolidated operating results of the corporation for
the quarter ended March 31, 1996.

The corporation filed a Current Report on Form 8-K, dated April 30,
1996, placing on file a description of its common stock, par value
$1-2/3 per share.

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 thereunto duly authorized.

NORWEST CORPORATION

August 13, 1996 By /s/ Michael A. Graf
Senior Vice President
and Controller
(Chief Accounting Officer)