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 March 31, 1997

( ) 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 April 30, 1997 374,939,826 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 -
March 31, 1997 and December 31, 1996......................... 3

2. Consolidated Statements of Income -
Quarters Ended March 31, 1997 and 1996....................... 4

3. Consolidated Statements of Cash Flows -
Quarters Ended March 31, 1997 and 1996....................... 5

4. Consolidated Statements of Stockholders' Equity -
Quarters Ended March 31, 1997 and 1996....................... 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 March 31, December 31,
1997 1996
ASSETS
Cash and due from banks ...................... $ 4,157.1 4,856.6
Interest-bearing deposits with banks ......... 30.6 1,237.9
Federal funds sold and resale agreements ..... 1,201.2 1,276.8
Total cash and cash equivalents .......... 5,388.9 7,371.3
Trading account securities ................... 326.6 186.5
Investment and mortgage-backed securities
available for sale ......................... 21,498.4 16,247.1
Investment securities (fair value
$768.5 in 1997 and $745.2 in 1996) ......... 735.5 712.2
Total investment securities .............. 22,233.9 16,959.3
Loans held for sale .......................... 2,795.1 2,827.6
Mortgages held for sale ...................... 5,160.8 6,339.0
Loans and leases, net of unearned discount ... 40,369.4 39,381.0
Allowance for credit losses .................. (1,062.6) (1,040.8)
Net loans and leases ..................... 39,306.8 38,340.2
Premises and equipment, net .................. 1,237.8 1,200.9
Mortgage servicing rights, net ............... 2,720.9 2,648.5
Interest receivable and other assets ......... 4,409.5 4,302.1
Total assets ............................. $83,580.3 80,175.4

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
Noninterest-bearing ........................ $14,332.3 14,296.3
Interest-bearing ........................... 37,693.2 35,833.9
Total deposits ........................... 52,025.5 50,130.2
Short-term borrowings ........................ 8,704.8 7,572.6
Accrued expenses and other liabilities ....... 4,691.4 3,326.2
Long-term debt ............................... 11,971.4 13,082.2
Total liabilities ........................ 77,393.1 74,111.2
Preferred stock .............................. 289.9 249.8
Unearned ESOP shares ......................... (102.7) (61.0)
Total preferred stock .................... 187.2 188.8
Common stock, $1 2/3 par value - authorized
500,000,000 shares:
Issued 381,109,956 and 375,533,625 shares
in 1997 and 1996, respectively ............ 635.2 625.9
Surplus ...................................... 976.6 948.6
Retained earnings ............................ 4,475.3 4,248.2
Net unrealized gains on securities
available for sale ......................... 104.7 303.5
Notes receivable from ESOP ................... (10.2) (11.1)
Treasury stock - 5,063,590 and 6,830,919
common shares in 1997 and 1996, respectively (174.0) (233.3)
Foreign currency translation ................. (7.6) (6.4)
Total common stockholders' equity ........ 6,000.0 5,875.4
Total stockholders' equity ............... 6,187.2 6,064.2
Total liabilities and
stockholders' equity ................... $83,580.3 80,175.4

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
March 31,
1997 1996
INTEREST INCOME ON
Loans and leases ................................ $1,095.4 1,039.8
Investment and mortgage-backed securities
available for sale ............................. 325.5 265.9
Investment securities ........................... 7.0 8.9
Loans held for sale ............................. 56.2 87.2
Mortgages held for sale ......................... 97.7 108.4
Money market investments ........................ 21.1 7.8
Trading account securities ...................... 4.5 6.0
Total interest income ....................... 1,607.4 1,524.0

INTEREST EXPENSE ON
Deposits ........................................ 356.1 310.0
Short-term borrowings ........................... 99.1 110.8
Long-term debt .................................. 193.9 212.4
Total interest expense ...................... 649.1 633.2
Net interest income ....................... 958.3 890.8
Provision for credit losses ..................... 109.0 87.8
Net interest income after
provision for credit losses ............. 849.3 803.0

NON-INTEREST INCOME
Trust ........................................... 84.7 70.8
Service charges on deposit accounts ............. 89.1 75.2
Mortgage banking ................................ 227.8 171.3
Data processing ................................. 18.1 16.5
Credit card ..................................... 27.9 31.5
Insurance ....................................... 90.2 69.7
Other fees and service charges .................. 86.4 69.6
Net investment and mortgage-backed securities
available for sale gains (losses) .............. (4.4) 1.7
Net venture capital gains ....................... 19.2 66.5
Trading ......................................... 24.9 (15.3)
Other ........................................... 26.7 (4.7)
Total non-interest income ................... 690.6 552.8

NON-INTEREST EXPENSES
Salaries and benefits ........................... 546.6 509.1
Net occupancy ................................... 80.0 68.3
Equipment rentals, depreciation and maintenance . 82.2 72.7
Business development ............................ 58.4 53.2
Communication ................................... 71.5 66.5
Data processing ................................. 45.1 33.4
Intangible asset amortization ................... 40.4 38.2
Other ........................................... 123.3 101.8
Total non-interest expenses ................. 1,047.5 943.2
INCOME BEFORE INCOME TAXES ...................... 492.4 412.6
Income tax expense .............................. 170.5 141.2
NET INCOME ...................................... $ 321.9 271.4

Average common and common equivalent shares .... 377.9 360.8
PER COMMON SHARE
Net Income
Primary ...................................... $ 0.84 0.74
Fully diluted ................................ 0.84 0.74
Dividends ..................................... 0.30 0.24

See notes to unaudited consolidated financial statements.

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

Quarter Ended
In millions March 31,
1997 1996

CASH FLOWS FROM OPERATING ACTIVITIES
Net income ............................................................$ 321.9 271.4
Adjustments to reconcile net income to net cash flows from operating
activities:
Provision for credit losses ....................................... 109.0 87.8
Depreciation and amortization ..................................... 178.4 137.2
Gains on sales of loans, securities and other assets, net ......... (70.9) (55.0)
Release of preferred shares to ESOP ............................... 11.6 13.4
Purchases of trading account securities ........................... (2,539.8) (19,367.1)
Proceeds from sales of trading account securities ................. 2,428.2 19,013.5
Originations of mortgages held for sale ........................... (11,024.1) (12,272.7)
Proceeds from sales of mortgages held for sale .................... 12,230.8 13,065.7
Originations of loans held for sale ............................... (302.6) (249.2)
Proceeds from sales of loans held for sale ........................ 341.2 147.6
Interest receivable ............................................... (38.4) 1.7
Interest payable .................................................. 8.8 3.5
Other assets, net ................................................. (113.7) (242.1)
Other accrued expenses and liabilities, net ....................... 1,241.0 139.5
Net cash flows from operating activities ........................ 2,781.4 695.2

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities and paydowns of investment securities ...... 0.5 8.0
Proceeds from maturities and paydowns of investment and mortgage-
backed securities available for sale .............................. 581.2 739.5
Proceeds from sales and calls of investment securities .............. 5.2 64.8
Proceeds from sales and calls of investment and mortgage-backed
securities available for sale ..................................... 1,302.3 946.3
Purchases of investment securities .................................. (23.8) (160.6)
Purchases of investment and mortgage-backed securities available
for sale .......................................................... (6,564.7) (1,757.1)
Net change in banking subsidiaries' loans and leases ................ (153.6) 153.4
Non-bank subsidiaries' loans and leases originated .................. (1,937.4) (1,459.5)
Principal collected on non-bank subsidiaries' loans and leases ...... 2,067.5 1,343.9
Purchases of premises and equipment ................................. (69.2) (50.1)
Proceeds from sales of premises, equipment & other real estate owned 19.0 23.0
Cash paid for acquisitions, net of cash and cash equivalents acquired 25.6 55.5
Net cash flows used for investing activities ...................... (4,747.4) (92.9)

CASH FLOWS FROM FINANCING ACTIVITIES
Deposits, net ....................................................... 229.0 (577.4)
Short-term borrowings, net .......................................... 1,015.4 (661.4)
Long-term debt borrowings ........................................... 814.1 2,070.5
Repayments of long-term debt ........................................ (1,929.5) (1,414.1)
Issuances of common stock ........................................... 18.7 24.8
Repurchases of common stock ......................................... (48.5) (50.8)
Repurchases of preferred stock ...................................... - (112.7)
Net decrease in notes receivable from ESOP .......................... 0.9 0.1
Dividends paid ...................................................... (116.5) (90.9)
Net cash flows used for financing activities ...................... (16.4) (811.9)
Net decrease in cash and cash equivalents ......................... (1,982.4) (209.6)

CASH AND CASH EQUIVALENTS
Beginning of period ................................................. 7,371.3 4,946.5
End of period .......................................................$ 5,388.9 4,736.9

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, 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............... - - - - 271.4 - - - - 271.4
Dividends on
Common stock........... - - - - (86.4) - - - - (86.4)
Preferred stock........ - - - - (4.5) - - - - (4.5)
Conversion of 13,406
preferred shares to
363,671 common shares.. (13.4) - - 2.5 - - - 10.9 - -
Repurchase of 1,127,125
preferred shares....... (112.7) - - - - - - - - (112.7)
Cash payments received
on notes receivable
from ESOP.............. - - - - - - 0.1 - - 0.1
Issuance of 59,000
preferred shares
to ESOP................ 59.0 (61.3) - 2.3 - - - - - -
Release of preferred
shares to ESOP......... - 13.9 - (0.5) - - - - - 13.4
Issuance of 1,053,160
common shares.......... - - - 5.3 (5.3) - - 29.0 - 29.0
Issuance of 6,325,906
common shares for
acquisitions........... - - 10.1 64.3 22.6 (0.2) (1.5) 8.2 - 103.5
Repurchase of 1,415,908
common shares.......... - - - - - - - (50.8) - (50.8)
Change in net unrealized
gains (losses) on
securities available
for sale............... - - - - - (29.1) - - - (29.1)
Foreign currency
translation............ - - - - - - - - 0.5 0.5
Balance,
March 31, 1996.......... $ 274.1 (86.3) 607.3 808.1 3,694.1 297.8 (14.7) (128.6) (5.3) 5,446.5

(Continued on page 7)

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

Balance,
December 31, 1996...... $ 249.8 (61.0) 625.9 948.6 4,248.2 303.5 (11.1) (233.3) (6.4) 6,064.2
Net income.............. - - - - 321.9 - - - - 321.9
Dividends on
Common stock.......... - - - - (112.1) - - - - (112.1)
Preferred stock....... - - - - (4.4) - - - - (4.4)
Conversion of 11,567
preferred shares to
248,316 common shares. (11.6) - - 1.3 - - - 10.3 - -
Cash payments received
on notes receivable
from ESOP............. - - - - - - 0.9 - - 0.9
Issuance of 51,700
preferred shares to
ESOP.................. 51.7 (53.8) - 2.1 - - - - - -
Release of preferred
shares to ESOP........ - 12.1 - (0.5) - - - - - 11.6
Issuance of 1,047,881
common shares......... - - - 13.4 (22.3) - - 38.3 - 29.4
Issuance of 7,029,100
common shares for
acquisitions.......... - - 9.3 11.7 44.0 1.0 - 59.2 - 125.2
Repurchase of 981,637
common shares......... - - - - - - - (48.5) - (48.5)
Change in net unrealized
gains (losses) on
securities available
for sale.............. - - - - - (199.8) - - - (199.8)
Foreign currency
translation........... - - - - - - - - (1.2) (1.2)
Balance,
March 31, 1997........ $ 289.9 (102.7) 635.2 976.6 4,475.3 104.7 (10.2) (174.0) (7.6) 6,187.2

See notes to unaudited consolidated financial statements.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Changes in Accounting Policies

Effective January 1, 1997, the corporation adopted Statement of
Financial Accounting Standards No. 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities" (FAS
125). FAS 125 sets forth the criteria for determining whether a
transfer of financial assets should be accounted for as a sale or as a
pledge of collateral in a secured borrowing. FAS 125 requires that
after a transfer of financial assets, a company must recognize the
financial and servicing assets controlled and liabilities incurred,
and derecognize financial assets and liabilities in which control is
surrendered or debt is extinguished. The adoption of FAS 125 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 quarters
ended March 31, include:

In millions 1997 1996

Interest...................................... $ 640.3 629.7
Income taxes.................................. 14.1 12.3
Transfer of loans to other real estate owned.. 16.0 13.2

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

3. Investment Securities

The amortized cost and fair value of investment securities at
March 31, 1997 were:

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

Available for sale:
U.S. Treasury and federal agencies .. $ 3,972.0 13.3 (35.2) 3,950.1
State, municipal and housing -
tax exempt ......................... 1,167.0 45.7 (3.8) 1,208.9
Other ............................... 850.2 285.8 (11.9) 1,124.1
Total investment securities
available for sale .............. 5,989.2 344.8 (50.9) 6,283.1
Mortgage-backed securities:
Federal agencies ................... 15,183.0 120.5 (255.2) 15,048.3
Collateralized mortgage
obligations ....................... 162.9 5.4 (1.3) 167.0
Total mortgage-backed securities
available for sale .............. 15,345.9 125.9 (256.5) 15,215.3
Total investment and
mortgage-backed securities
available for sale .................. 21,335.1 470.7 (307.4) 21,498.4

Other securities held for investment . 735.5 35.8 (2.8) 768.5

Total investment securities ........ $22,070.6 506.5 (310.2) 22,266.9

Interest income on investment securities for the quarters ended March 31
were:

Quarter
In millions 1997 1996

Available for sale:
U.S. Treasury and federal agencies .. $ 32.1 17.3
State, municipal and housing -
tax exempt ........................ 14.6 12.6
Other ............................... 14.5 10.9
Total investment securities
available for sale .............. 61.2 40.8
Mortgage-backed securities:
Federal agencies ................... 259.9 221.4
Collateralized mortgage
obligations ....................... 4.4 3.7
Total mortgage-backed securities
available for sale .............. 264.3 225.1
Total investment and mortgage-backed
securities available for sale ...... 325.5 265.9

Other securities held for investment . 7.0 8.9

Total investment securities ........ $ 332.5 274.8

Certain investment securities with a total amortized cost of $5.2
million and $0.8 million for the quarters ended March 31, 1997 and
1996, 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
during the first quarters of 1997 and 1996.

4. Loans and Leases

The carrying values of loans and leases at March 31, 1997 and
December 31, 1996 were:

In millions March 31, December 31,
1997 1996
Commercial, financial and industrial ..... $10,578.9 10,204.9
Agricultural ............................. 1,066.0 1,107.7
Real estate
Secured by 1-4 family residential
properties ........................... 10,667.4 10,376.3
Secured by development properties ...... 2,249.0 2,104.5
Secured by construction and land
development .......................... 980.4 943.8
Secured by owner-occupied properties ... 2,774.2 2,644.6
Consumer ................................. 10,510.9 10,431.2
Credit card .............................. 1,497.1 1,566.2
Lease financing .......................... 815.2 812.4
Foreign
Consumer ............................... 805.6 774.9
Commercial ............................. 235.1 187.7
Total loans and leases ............... 42,179.8 41,154.2
Unearned discount ........................ (1,810.4) (1,773.2)
Total loans and leases, net of
unearned discount .................... $40,369.4 39,381.0

Changes in the allowance for credit losses for the quarters ended March 31,
were:
Quarter
In millions 1997 1996

Balance at beginning of period ....... $1,040.8 917.2
Allowance related to assets
acquired, net ..................... 24.8 40.2
Provision for credit losses ........ 109.0 87.8

Credit losses ...................... (146.7) (116.0)
Recoveries ......................... 34.7 30.5
Net credit losses ................ (112.0) (85.5)
Balance at end of period ............. $1,062.6 959.7

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 March 31,
1997 and 1996 and December 31, 1996 were:

In millions March 31, December 31,
1997 1996 1996
Impaired loans
Non-accrual ........................... $ 108.7 107.3 94.0
Restructured .......................... 0.2 1.8 0.2
Total impaired loans ................ 108.9 109.1 94.2
Other non-accrual loans and leases ...... 64.7 68.9 62.5
Total non-accrual and
restructured loans and leases ........ 173.6 178.0 156.7
Other real estate owned ................. 50.0 37.8 43.3
Total non-performing assets ........... 223.6 215.8 200.0
Loans and leases past due 90 days or more* 94.3 113.8 110.7
Total non-performing assets and
90-day past due loans and leases ..... $ 317.9 329.6 310.7

* Excludes non-accrual and restructured loans and leases.

The average balances of impaired loans for the quarters ended March 31, 1997
and 1996 were $104.6 million and $105.3 million, respectively. The allowance
for credit losses related to impaired loans at March 31, 1997 and December 31,
1996 was $36.6 million and $31.4 million, respectively. Impaired loans of
$1.0 million and $0.9 million were not subject to a related allowance for
credit losses at March 31, 1997 and December 31, 1996, respectively, because
of the net realizable value of loan collateral, guarantees and other factors.

The effect of non-accrual and restructured loans on interest income for the
quarters ended March 31, were:

Quarter
In millions 1997 1996

Interest
As originally contracted ........... $ 5.2 4.6
As recognized ...................... (0.5) (0.5)
Reduction of interest income ..... $ 4.7 4.1

6. Long-term Debt

During the first three months of 1997, certain subsidiaries of the
corporation received advances from the Federal Home Loan Bank.
Advances of $775 million were issued bearing interest at rates
ranging from one-month LIBOR less 17 basis points to three-month
LIBOR less 7 basis points, and which mature between June 1997 and
September 2000. Norwest Financial, Inc. issued a $36.5 million
senior note bearing interest at a fixed rate of 4.9 percent, which
matures in March 2000.

7. Stockholders' Equity

The table below is a summary of the corporation's preferred and
preference stock at March 31, 1997 and December 31, 1996. A detailed
description of the corporation's preferred and preference stock is
provided in Note 10 to the audited consolidated financial statements
included in the corporation's 1996 annual report on Form 10-K.

In millions, except share amounts

Annual
Dividend
Shares Outstanding Rate at Amount Outstanding
March 31, December 31, March 31, March 31, December 31,
1997 1996 1997 1997 1996

Cumulative
Tracking, $200
stated value .............. 980,000 980,000 9.30% $196.0 196.0
1997 ESOP Cumulative
Convertible, $1,000 stated
value ..................... 41,434 - 9.50% 41.4 -
1996 ESOP Cumulative
Convertible, $1,000 stated
value ..................... 24,066 24,469 8.50% 24.1 24.5
1995 ESOP Cumulative
Convertible, $1,000
stated value .............. 22,203 22,716 10.00% 22.2 22.7
ESOP Cumulative Convertible,
$1,000 stated value ....... 11,209 11,594 9.00% 11.2 11.6
Less: Cumulative
Tracking shares held by
a subsidiary .............. (25,000) (25,000) (5.0) (5.0)
1,053,912 1,013,779 289.9 249.8
Unearned ESOP shares ........ (102.7) (61.0)
Total preferred stock ... $ 187.2 188.8

On February 24, 1997, the corporation issued 51,700 shares of 1997
ESOP Cumulative Convertible Preferred Stock, $1,000 stated value per
share ("1997 ESOP Preferred Stock"), in the stated amount of $51.7
million at a premium of $2.1 million; a corresponding charge of $53.8
million was recorded to unearned ESOP shares.

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.

During the quarters ending March 31, 1997 and 1996, 11,567 and 13,406
shares of ESOP preferred stock were converted into 248,316 and
363,671 shares of common stock of the corporation, respectively.

8. Business Segments

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, 1996 for a detailed description of each business segment.
Selected financial information by business segment for the quarters
ended March 31 is included in the following summary:

In millions
Quarter
1997 1996
Revenues:*
Banking ................ $ 1,491.7 1,344.1
Mortgage Banking ....... 350.5 301.3
Norwest Financial ...... 455.8 431.4
Total ................ $ 2,298.0 2,076.8
Organizational earnings:*
Banking ................ $ 226.5 181.2
Mortgage Banking ....... 33.8 30.4
Norwest Financial ...... 61.6 59.8
Total ................ $ 321.9 271.4
Total assets:
Banking ................ $63,606.6 56,081.1
Mortgage Banking ....... 11,103.0 9,496.2
Norwest Financial ...... 8,870.7 8,364.8
Total ................ $83,580.3 73,942.1

* 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

Additional information about mortgage banking non-interest income for
the quarters ended March 31, is presented below:

Quarter
In millions 1997 1996

Origination and other
closing fees ............ $ 58.6 72.3
Servicing fees ............ 101.1 58.4
Net gains on sales of
servicing rights ........ 0.2 15.1
Net gains (losses) on
sales of mortgages ...... 31.5 (5.7)
Other ..................... 36.4 31.2
Total mortgage banking
non-interest income ... $227.8 171.3

Mortgage loans serviced for others are not included in the
accompanying consolidated balance sheets. The outstanding balances
of serviced loans were $184.6 billion and $112.1 billion at March 31,
1997 and 1996, respectively, and $179.7 billion at December 31, 1996.

Changes in capitalized mortgage servicing rights for the quarters
ended March 31, were:

Quarter
In millions 1997 1996

Mortgage servicing rights:

Balance at beginning
of period ............ $2,712.7 1,290.9
Originations ........... 77.8 84.2
Purchases and other
additions ............ 31.7 165.3
Sales .................. (17.4) (16.9)
Amortization ........... (85.6) (47.0)
Other .................. 65.9 25.8
2,785.1 1,502.3
Less valuation allowance (64.2) (64.2)
Balance at end of period . $2,720.9 1,438.1

The fair value of capitalized mortgage servicing rights at March 31,
1997 was approximately $3.2 billion, calculated using discount rates
ranging from 500 to 700 basis points over the ten-year U.S. Treasury
rate.

There were no changes in the valuation allowance for capitalized
mortgage servicing rights during the quarters ended March 31, 1997
and 1996.

10. Trading Revenues

For the quarters ended March 31, trading revenues were derived from
the following activities:

Quarter
In millions 1997 1996

Interest income:
Securities .............................. $ 4.5 6.0

Non-interest income:
Gains(losses) on securities sold ........ 15.3 (26.3)
Swaps and other interest rate contracts . 0.3 8.5
Foreign exchange trading ................ 3.7 2.1
Options ................................. 2.1 (1.6)
Futures ................................. 3.5 2.0
Total non-interest income ............. 24.9 (15.3)
Total trading revenues .................... $ 29.4 (9.3)

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, 1996 for a detailed
description of derivative products utilized in end-user activities.

Interest rate swaps generally involve the exchange of fixed and
floating rate interest payments based on an underlying notional
amount. Generic swaps' notional amounts do not change for the life
of the contract. The rate of return on the amortizing swaps is the
underlying coupon yield, paydown adjustment and price characteristics
of an amortizing pool of mortgages or mortgage-backed securities.
Basis swaps are contracts where the corporation receives an amount
and pays an amount based on different floating indices. 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 three months ended March 31, 1997, end-user derivative
activities decreased interest income by $0.1 million and interest
expense by $14.5 million, for a total benefit to net interest income
of $14.4 million. For the same period in 1996, net interest income
was increased by $15.1 million by a corresponding reduction in
interest expense.

Activity in the notional amounts of end-user derivatives for the quarter
ended March 31, 1997 is summarized as follows:

In millions December 31, Amortization March 31,
1996 Additions & Maturities Terminations 1997
Swaps:

Generic receive fixed ..... $ 4,602 703 (400) (36) 4,869

Amortizing receive fixed .. 83 2,364 (1) - 2,446

Generic pay fixed ......... 354 15 - (150) 219

Basis ..................... 29 - - - 29

Total swaps ............. 5,068 3,082 (401) (186) 7,563

Interest rate caps
and floors ................ 15,977 3,500 - (1,500) 17,977

Futures contracts ........... 3,617 7,117 - (7,436) 3,298

Options on futures contracts 5,559 10,539 (2,964) (5,094) 8,040

Security options ............ 825 1,425 (1,350) (900) -

Total ....................... $ 31,046 25,663 (4,715) (15,116) 36,878

Deferred losses on closed end-user derivatives included in mortgage
servicing rights at March 31, 1997 totalled $69.8 million. Deferred
gains and losses on other closed end-user derivatives were not
material at
March 31, 1997 and December 31, 1996.

A key assumption in the information which follows is that rates
remain constant at March 31, 1997 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-
March 31, 1997 1997 1998 1999 2000 2001 after Total

Swaps:
Generic receive fixed-
Notional value ........$ 550 653 766 400 500 2,000 4,869
Weighted avg.
receive rate ........ 6.58% 6.34 7.28 6.17 6.35 6.60 6.61
Weighted avg. pay rate 5.61% 5.56 5.52 5.58 5.58 5.68 5.61
Amortizing receive fixed-
Notional value ........$ - 62 1,270 1,114 - - 2,446
Weighted avg.
receive rate ........ -% 2.89 7.21 6.83 - - 6.93
Weighted avg. pay rate -% 5.63 5.37 5.41 - - 5.40
Generic pay fixed-
Notional value ........$ 4 - - - 4 211 219
Weighted avg.
receive rate ........ 5.56% - - - 5.44 5.60 5.59
Weighted avg. pay rate 6.37% - - - 6.29 5.86 5.88
Basis-
Notional value ........$ - 29 - - - - 29
Weighted avg.
receive rate ........ -% 4.45 - - - - 4.45
Weighted avg. pay rate -% 4.00 - - - - 4.00

Interest rate caps and
floors (1):
Notional value ........$ - 577 1,400 5,750 5,750 4,500 17,977

Futures contracts (1):
Notional value ........$ 3,298 - - - - - 3,298

Options on futures
contracts (1):
Notional value ........$ 8,040 - - - - - 8,040

Total notional value ....$11,892 1,321 3,436 7,264 6,254 6,711 36,878

Total weighted avg.
rates on swaps:
Receive rate ........ 6.58% 5.98 7.24 6.66 6.34 6.50 6.67

Pay rate ............ 5.62% 5.50 5.43 5.45 5.58 5.69 5.54

(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
March 31, 1997.

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 Mortgage Interest- Long-
Investment and Servicing bearing term
March 31, 1997 Securities Leases Rights Deposits Debt Total

Swaps:

Pay variable
Unrealized gains ........ $ - - - - 27.7 27.7
Unrealized (losses) ..... - - (10.3) (19.8) (65.0) (95.1)

Pay variable net ........ - - (10.3) (19.8) (37.3) (67.4)

Pay fixed
Unrealized gains ........ - - 3.2 5.9 - 9.1
Unrealized losses ....... - (0.3) - - - (0.3)

Pay fixed net ........... - (0.3) 3.2 5.9 - 8.8

Basis
Unrealized gains ........ 0.4 - - - - 0.4

Total unrealized gains .... 0.4 - 3.2 5.9 27.7 37.2
Total unrealized (losses) . - (0.3) (10.3) (19.8) (65.0) (95.4)

Total net ............... $ 0.4 (0.3) (7.1) (13.9) (37.3) (58.2)

Interest rate caps and floors:

Unrealized gains .......... $ - - 5.3 - - 5.3
Unrealized (losses) ....... (3.5) - (84.6) (0.1) (0.2) (88.4)

Total net ............... $ (3.5) - (79.3) (0.1) (0.2) (83.1)

Futures contracts:

Unrealized gains .......... $ - 0.1 - - - 0.1

Options on futures contracts:

Unrealized gains .......... $ - 0.3 20.5 - - 20.8
Unrealized (losses) ....... - (0.3) (30.9) - - (31.2)

Total net ............... $ - - (10.4) - - (10.4)

Grand total
unrealized gains ........ $ 0.4 0.4 29.0 5.9 27.7 63.4
Grand total
unrealized (losses) ..... (3.5) (0.6) (125.8) (19.9) (65.2) (215.0)

Grand total net ........... $ (3.1) (0.2) (96.8) (14.0) (37.5) (151.6)

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,
including options on 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 March 31, 1997, the corporation had forward
contracts and options on forward contracts totaling $20.3 billion, all of
which mature within 180 days. Gains and losses on forward contracts and
options on forward contracts are included in the determination of market
value of mortgages held for sale.

At March 31, 1997, the corporation's trading account portfolio included
futures of $504 million 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. At March 31,
1997, the corporation had two pending acquisitions with total assets of
approximately $166.2 million, and it is anticipated that approximately 0.6
million common shares will be issued upon completion of these acquisitions.

These pending acquisitions, subject to approval by regulatory agencies, are
expected to be completed by the third quarter of 1997 and are not
significant to the financial statements of the corporation, either
individually or in the aggregate.

Transactions completed in the three months ended March 31, 1997 include:

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

Franklin Federal
Bancorp., F.S.B.
Austin, Texas (B) ............ January 1 $ 621.3 $ 90.0 - Purchase of
assets
Central Bancorporation, Inc.
Fort Worth, Texas (B) ........ January 28 1,105.3 - 4,699,788 Pooling of
interests*
Reliable Financial
Services, Inc.
San Juan, Puerto (F) ......... February 21 38.6 - 876,543 Pooling of
interests*
Statewide Mortgage Company,
Birmingham, Alabama (B) ...... February 26 27.9 - 524,996 Purchase
The United Group, Inc.
Charlotte, North Carolina (F). March 21 40.6 - 324,174 Purchase
Farmers National Bancorp, Inc.
Geneseo, Illinois (B) ........ March 24 197.6 - 603,599 Purchase
$2,031.3 $ 90.0 7,029,100

* 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; (F) - Norwest Financial

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 1996 Annual Report on Form 10-K.

EARNINGS PERFORMANCE

The corporation reported net income of $321.9 million for the quarter ended
March 31, 1997, an 18.6 percent increase over the $271.4 million earned in
the first quarter of 1996. Fully diluted earnings per share were 84 cents,
compared with 74 cents in the first quarter of 1996, an increase of 13.5
percent. Return on realized common equity was 22.7 percent and return on
assets was 1.63 percent for the first quarter of 1997, compared with 22.7
percent and 1.51 percent, respectively, in the first quarter of 1996.

ORGANIZATIONAL EARNINGS

The organizational earnings of the corporation's primary business segments
are included in Note 8 to the unaudited consolidated financial statements
for the quarters ended March 31, 1997 and 1996 and are discussed in the
following paragraphs.

Banking Group

The Banking Group reported first quarter 1997 earnings of $226.5 million, a
25.0 percent increase over the first quarter 1996 earnings of $181.2
million. The increased earnings in the first quarter of 1997 reflected a
10.6 percent increase in tax-equivalent net interest income to $682.2
million, primarily due to an 11.6 percent increase in average earning
assets and partially offset by a five basis point decrease in net interest
margin. The Banking Group's provision for credit losses for the quarter
ended March 31, 1997 increased $8.1 million to $38.2 million from a year
earlier, as average loans and leases rose $2.5 billion, or 8.5 percent,
while net charge-offs as a percent of average loans and leases increased 16
basis points to 0.57 percent. Non-interest income rose $76.1 million to
$387.7 million for the first three months of 1997, due primarily to growth
in trust and insurance revenues, and fees and service charges, partially
offset by lower venture capital gains. Non-interest expenses of $680.3
million for the first three months of 1997 were $59.8 million higher when
compared with the first three months of 1996, reflecting additional
operating expenses due to acquisitions.

Mortgage Banking

Mortgage Banking earned $33.8 million in the current quarter compared with
$30.4 million in the first quarter of 1996. See Note 9 to the unaudited
consolidated financial statements for additional information about mortgage
banking revenues for the quarters ended March 31, 1997 and 1996.

The growth in Mortgage Banking earnings over 1996 reflects higher servicing
fees from a larger servicing portfolio and an increase in the combined
gains on sales of mortgages and servicing rights to $31.7 million in the
first quarter of 1997, compared with $9.4 million in the same period a year
ago. Mortgage loan originations amounted to $10.4 billion during the first
quarter of 1997, compared with $11.7 billion, in the comparable period in
1996. The percentage of fundings attributed to mortgage loan refinancings

was approximately 19 percent in 1997, compared with 40 percent in 1996.
The unclosed pipeline of mortgage loans was $9.7 billion at March 31, 1997,
compared with $7.7 billion at December 31, 1996. The servicing portfolio
totaled $184.6 billion at March 31, 1997, compared with $179.7 billion at
year-end 1996, and currently has a weighted average coupon of 7.76 percent.

Norwest Financial

Norwest Financial (including Norwest Financial Services, Inc. and Island
Finance) reported earnings of $61.6 million in the first quarter of 1997,
compared with $59.8 million in the first quarter of 1996, an increase of
2.9 percent. The growth in earnings reflected a 6.3 percent increase in
Norwest Financial's tax-equivalent net interest income as average finance
receivables grew 4.3 percent from the first quarter of 1996. Norwest
Financial's net charge-offs in the first quarter of 1997 were $67.0
million, or 3.66 percent of average loans, compared with $55.8 million, or
3.15 percent of average loans, in the same period in 1996. The increase in
charge-offs was due to higher consumer credit losses.

CONSOLIDATED INCOME STATEMENT ANALYSIS

Net Interest Income

Consolidated tax-equivalent net interest income was $967.2 million in the first
quarter of 1997, compared with $898.3 million in the first quarter of 1996, an
increase of 7.7 percent. Growth in tax-equivalent net interest income over the
three months ended March 31, 1996 was primarily due to an 8.8 percent growth in
average earning assets, principally investment securities and loans, partially
offset by a seven basis point decrease in net interest margin. Net interest
margin, the ratio of annualized tax-equivalent net interest income to average
earning assets, was 5.62 percent in the first quarter of 1997, compared with
5.69 percent in the first quarter of 1996. The decrease in net interest margin
from first quarter of 1996 is primarily due to a lower yield on loans held for
sale, partially offset by an improvement in funding costs.

The following table summarizes changes in tax-equivalent net interest income
between the first quarter of 1997 and the first and fourth quarters of 1996.

Changes in Tax-Equivalent Net Interest Income*
In millions 1Q 97 1Q 97
from from
1Q 96 4Q 96
Increase (decrease) due to:
Change in earning asset volume ............ $ 82.6 13.2
Change in volume of interest-free funds ... 12.2 0.8
Change in net return from
Interest-free funds ...................... (5.5) (4.2)
Interest-bearing funds ................... (12.8) (1.4)
Change in earning asset mix ............... (22.4) (2.6)
Change in funding mix ..................... 14.8 6.3
Change in tax-equivalent net interest income. $ 68.9 12.1

* 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 $109.0 million for credit losses in the first
quarter of 1997, compared with $87.8 million in the same period a year ago.
Net credit losses totaled $112.0 million and $85.5 million for the three
months ended March 31, 1997 and 1996, respectively. As a percentage of
average loans and leases, net credit losses were 114 basis points in the
first quarter of 1997, compared with 93 basis points in the same period a
year ago. The increase in net credit losses for the first quarter of 1997
is principally due to higher levels of charge-offs in regions where the
corporation has had acquisitions and to higher consumer credit charge-offs
at Norwest Financial.

Non-interest Income

Consolidated non-interest income was $690.6 million in the first quarter of
1997, an increase of $137.8 million, or 24.9 percent, from the first
quarter of 1996, due to continued growth in virtually all categories,
including trust, fees and service charges, insurance and mortgage banking
revenues. The increases in trust revenues and fees and service charges
reflect overall increases in business activity, including acquisitions and
marketing efforts.

Mortgage banking revenues in the first quarter of 1997 were $227.8 million,
compared with $171.3 million in the first quarter of 1996. The increase for
the quarter was principally due to increased levels of servicing fees from
a larger servicing portfolio and higher net gains on sales of mortgages.
Mortgage banking revenue derived from sales of servicing rights and 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 additional information
about mortgage banking revenues for the quarter ended March 31, 1997 and
1996.

Net venture capital gains were $19.2 million for the three months ended
March 31, 1997, compared with $66.5 for the same period in 1996. 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 $192.2 million at March 31, 1997.

Insurance revenues in the first quarter of 1997 were $90.2 million,
compared with $69.7 million in the corresponding period in 1996. The
increase in insurance revenues is primarily attributed to commissions on
higher sales of crop hail and credit life insurance.

The corporation's trading revenue for the first quarter of 1997 was $24.9
million compared with a loss of $15.3 million in the first quarter of 1996.
See Note 10 to the unaudited consolidated financial statements for a
detailed analysis of trading revenues for the quarters ended March 31, 1997
and 1996.

Non-interest Expenses

Consolidated non-interest expenses were $1,047.5 million in the first
quarter of 1997, compared with $943.2 million in the same period of 1996,
an increase of 11.1 percent. First quarter 1997 results reflect increased
operating expenses associated with acquisitions and one-time acquisition
charges of $4.6 million related to transactions completed during the
quarter.

CONSOLIDATED BALANCE SHEET ANALYSIS

At March 31, 1997, earning assets were $72.1 billion, an increase of 5.7
percent from $68.2 billion at December 31, 1996. This increase was
primarily due to a 31.1 percent increase in total investment securities.
The increase is due to purchases of securities with short term funds
pending reinvestment at year-end 1996 and to acquisitions.

At March 31, 1997, interest-bearing liabilities totaled $41.2 billion, a
2.5 percent increase from $40.2 billion at December 31, 1996. The increase
was primarily due to increases in interest-bearing deposits from
acquisitions.

Credit Quality

The major categories of loans and leases are included in Note 4 to the
unaudited consolidated financial statements for the quarter ended March 31,
1997.

At March 31, 1997, the allowance for credit losses totaled $1,062.6
million, or 2.63 percent of loans and leases outstanding. Comparable
amounts were $959.7 million, or 2.57 percent, at March 31, 1996, and
$1,040.8 million, or 2.64 percent, at December 31, 1996. The ratio of the
allowance for credit losses to total non-performing assets and 90-day past
due loans and leases was 334.2 percent at March 31, 1997, compared with
291.2 percent at March 31, 1996 and 335.0 percent at December 31, 1996.

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 March 31, 1997 and December 31, 1996 was:

March 31, December 31,
1997 1996

Commercial .................... $ 238.7 208.6
Consumer ...................... 294.0 285.7
Real estate ................... 146.5 150.3
Foreign ....................... 36.3 32.3
Unallocated ................... 347.1 363.9
Total ...................... $1,062.6 1,040.8

Non-performing assets and 90-day past due loans and leases totaled $317.9
million, or 0.38 percent of total assets, at March 31, 1997, compared with
$329.6 million, or 0.45 percent, at March 31, 1996, and $310.7 million, or
0.39 percent, at December 31, 1996.

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 three months of 1997 was
approximately 54 percent in the North Central Midwest, 15 percent in the
South Central Midwest and 31 percent in the Rocky Mountain/Southwest
region.

Norwest Mortgage, Norwest Financial and Norwest Card Services operate on a
nationwide basis. Mortgage Banking includes the largest retail mortgage
origination network and the largest servicing portfolio in the country.
The five states with the highest originations year to date in 1997 are:
California $1,987.6 million; Washington $487.4 million; New Jersey $483.6
million; Illinois $482.0 million; and Minnesota $455.8 million. The
originations in these five states comprise approximately 37 percent of
total originations in 1997. The five largest states in the servicing
portfolio include: California $36.5 billion; Minnesota $10.5 billion;
Texas $8.8 billion; New York $8.6 billion; and Florida $7.9 billion. These
five states comprise approximately 39 percent of the total servicing
portfolio at March 31, 1997.

Norwest Financial engages in consumer finance activities in 48 states, all
10 Canadian provinces, the Caribbean, Central America and Guam. The five
states with the largest consumer finance receivables are: California
$443.9 million; Illinois $217.4 million; Florida $216.0 million; Texas
$213.7 million; and Alabama $165.2 million. Consumer finance receivables
in Puerto Rico and Canada totaled $1.2 billion and $587.8 million,
respectively, at March 31, 1997. The consumer finance receivables of
Puerto Rico, Canada, and the five largest states listed above comprise
approximately 44 percent of total consumer finance receivables at March 31,
1997.

With respect to credit card receivables, approximately 64 percent of the
portfolio is within the corporation's 16-state banking region. Minnesota
represents approximately 13 percent of the total outstanding credit card
portfolio. No other state accounts for more than 10 percent of the
portfolio.

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 and Liquidity Management

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

March 31, December 31,
1997 1996

Tier 1 capital......................... $ 4,716 4,716
Tier 1 and Tier 2 capital.............. 5,709 5,692
Total risk adjusted assets............. 56,027 54,638
Tier 1 capital ratio................... 8.42% 8.63
Total capital to risk adjusted assets.. 10.19% 10.42
Leverage ratio......................... 6.07% 6.15

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

The corporation's dividend payout ratio was 35.7 percent for the first
quarter of 1997 compared with 32.4 percent for the first quarter of 1996.

RECENTLY ISSUED ACCOUNTING STANDARDS

In February 1997, the FASB issued Statement of Financial Accounting
Standards No. 128, "Earnings per Share," (FAS 128) which establishes new
standards for calculating and presenting earnings per share disclosures.
The corporation will be required to adopt the provisions of FAS 128 at
year-end 1997. Under FAS 128, basic and diluted earnings per share for the
quarters ended March 31 were:

Quarter
In millions 1997 1996

Net income.................. $321.9 271.4
Less dividends accrued
on preferred stock........ (4.5) (4.5)
Income available to common
stockholders.............. $317.4 266.9

Weighted average common
shares outstanding........ 372.8 357.4
Adjustments for dilutive
securities:
Assumed exercise of
outstanding stock options. 9.9 9.9
Diluted common shares....... 382.7 367.3

Earnings per common share:
Basic..................... $ 0.85 0.75
Diluted................... 0.83 0.73

Also in February 1997, the FASB issued Statement of Financial Accounting
Standards No. 129, "Disclosure of Information about Capital Structure," (FAS
129) which codifies existing disclosure requirements regarding capital
structure. FAS 129 will be required to be adopted at year-end 1997 and is not
expected to have a material impact on the corporation's current capital
structure disclosures.

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

Quarter Ended March 31,

In millions, except ratios 1997 1996

Interest Average Interest Average
Average Income/ Yields/ Average Income/ Yields/
Balance Expense* Rates* Balance Expense* Rates*

Assets

Money market investments .... $ 1,620 $ 21.1 5.29% $ 559 $ 7.8 5.63%
Trading account securities .. 272 4.7 6.98 398 6.1 6.14

Investment securities available
for sale
U.S. Treasury & federal
agencies ................ 2,067 32.1 6.22 1,131 17.3 6.22
State, municipal and
housing tax-exempt ...... 1,012 21.6 8.85 840 18.4 9.22
Mortgage-backed ........... 14,263 264.3 7.46 12,333 225.1 7.41
Other ..................... 1,130 14.5 6.85 933 10.9 7.30
Total investment
securities available
for sale ............. 18,472 332.5 7.37 15,237 271.7 7.42

Other securities held for
investment .............. 720 7.0 3.89 796 8.9 4.50

Total investment
securities ........... 19,192 339.5 7.23 16,033 280.6 7.27

Loans held for sale ......... 2,924 56.2 7.79 3,440 87.2 10.19
Mortgages held for sale ..... 5,485 97.7 7.13 6,344 108.4 6.83
Loans and leases
(net of unearned discount)
Commercial ................ 13,311 297.2 9.05 12,287 279.9 9.16
Real estate ............... 14,972 357.8 9.61 13,085 323.0 9.88
Consumer .................. 11,663 442.1 15.25 11,648 438.5 15.09
Total loans and leases .. 39,946 1,097.1 11.07 37,020 1,041.4 11.28
Allowance for credit losses (1,058) (952)
Net loans and leases .... 38,888 36,068

Total earning assets
(before the allowance for
credit losses) .......... 69,439 1,616.3 9.42 63,794 1,531.5 9.71

Cash and due from banks ..... 3,646 3,551
Other assets ................ 8,150 5,909
Total assets .............. $80,177 $72,302

(Continued on page 26)

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

(Continued from page 25)

Quarter Ended March 31,

In millions, except ratios 1997 1996

Interest Average Interest Average
Average Income/ Yields/ Average Income/ Yields/
Balance Expense* Rates* Balance Expense* Rates*

Liabilities and
Stockholders' Equity

Noninterest-bearing deposits. $13,086 $ - -% $11,167 $ - -%

Interest-bearing deposits
Savings and NOW accounts .. 9,444 38.7 1.66 5,513 24.2 1.76
Money market accounts ..... 10,467 89.7 3.48 11,485 84.6 2.96
Savings certificates ...... 13,200 176.4 5.42 11,826 162.7 5.53
Certificates of deposit
and other time .......... 3,412 47.6 5.65 2,510 35.7 5.72
Foreign time .............. 439 3.7 3.44 239 2.8 4.68
Total interest-bearing
deposits .............. 39,962 356.1 3.91 31,573 310.0 3.95
Federal funds purchased
repurchase agreements ..... 2,485 29.9 4.88 3,170 41.1 5.22
Short-term borrowings ....... 5,256 69.2 5.34 5,099 69.7 5.50
Long-term debt .............. 12,719 193.9 6.10 13,689 212.4 6.21

Total interest-bearing
liabilities ........... 57,422 649.1 4.57 53,531 633.2 4.75

Other liabilities ........... 3,550 2,330
Preferred stock ............. 188 191
Common stockholders' equity . 5,931 5,083
Total liabilities and
stockholders' equity .. $80,177 $72,302

Net interest income
(tax-equivalent basis) .. $967.2 $ 898.3

Yield spread .............. 4.85 4.96

Net interest margin ....... 5.62 5.69

Interest-bearing liabilities
to earning assets ....... 82.69 83.91

* 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.

PART II. OTHER INFORMATION

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

(a) Exhibits.

The following exhibits are filed or incorporated by reference in
response to Item 601 of Regulation S-K.
Exhibit
No. Exhibit

3(a). Restated Certificate of Incorporation, as amended,
incorporated by reference to Exhibit 3(b) to the
corporation's Current Report on Form 8-K dated
June 28, 1993. Certificate of Amendment of
Certificate of Incorporation of the corporation
authorizing 4,000,000 shares of Preference Stock,
incorporated by reference to Exhibit 3 to the
corporation's Current Report on Form 8-K dated
July 3, 1995.

3(b). Certificate of Designations of powers, preferences and
rights relating to the corporation's ESOP Cumulative
Convertible Preferred Stock incorporated by reference
to Exhibit 4 to the corporation's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1994.

3(c). Certificate of Designations of powers, preferences and
rights relating to the corporation's Cumulative Tracking
Preferred Stock incorporated by reference to Exhibit 3
to the corporation's Current Report on Form 8-K dated
January 9, 1995.

3(d). Certificate of Designations of powers, preferences and
rights relating to the corporation's 1995 ESOP Cumulative
Convertible Preferred Stock incorporated by reference to
Exhibit 4 to the corporation's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1995.

3(e). Certificate Eliminating the Certificate of Designations
with respect to the Cumulative Convertible Preferred Stock,
Series B, incorporated by reference to Exhibit 3(a) to the
corporation's Current Report on Form 8-K dated
November 1, 1995.

3(f). Certificate Eliminating the Certificate of Designations
with respect to the 10.24% Cumulative Preferred Stock
incorporated by reference to Exhibit 3 to the corporation's
Current Report on Form 8-K dated February 20, 1996.

3(g). Certificate of Designations of powers, preferences and
rights relating to the corporation's 1996 ESOP Cumulative
Convertible Preferred Stock incorporated by reference to
Exhibit 3 to the corporation's Current Report on Form 8-K
dated February 26, 1996.

Exhibit
No. Exhibit

3(h). Certificate of Designations of powers, preferences and rights
relating to the corporation's 1997 ESOP Cumulative Convertible
Preferred Stock incorporated by reference to Exhibit 3 to the
Corporation's Current Report on Form 8-K dated April 14, 1997.

3(i). By-Laws (as amended through April 22, 1997).

4(a). See 3(a) through 3(i) of this Item.

4(b). Rights Agreement dated as of November 22, 1988 between
the corporation and Citibank, N.A., incorporated by
reference to Exhibit 1 to the corporation's Form 8-A
dated November 6, 1988 and Certificates of Adjustment
pursuant to Section 16 of the Rights Agreement
incorporated by reference to Exhibit 3 to the
corporation's Form 8 dated July 21, 1989 and Exhibit 4
to the corporation's Form 8-A/A dated June 29, 1993.

4(c). Copies of instruments with respect to long-term debt
will be furnished to the Commission upon request.

10(a). Norwest Corporation Employees' Deferred Compensation Plan.

10(b). Norwest Corporation Performance Deferred Award Plan for Mortgage
Banking Executives.

10(c). Norwest Corporation Elective Deferred Compensation Plan for
Mortgage Banking Executives.

11. Computation of Earnings Per Share.

12(a). Computation of Ratio of Earnings to Fixed Charges.

12(b). Computation of Ratio of Earnings to Fixed Charges
and Preferred Stock Dividends.

Stockholders may obtain a copy of any Exhibit, none of which are contained
herein, upon payment of a reasonable fee, by writing Norwest Corporation,
Office of the Secretary, Norwest Center, Sixth and Marquette, Minneapolis,
Minnesota 55479-1026.

(b) Reports on Form 8-K.

The corporation filed Current Reports on Form 8-K, dated January 16,
1997, reporting consolidated operating results of the corporation for
the quarter ended December 31, 1996 and dated April 14, 1997, reporting
consolidated operating results of the corporation for the quarter ended
March 31, 1997.

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

May 14, 1997 By /s/ Michael A. Graf
Senior Vice President
and Controller
(Chief Accounting Officer)