Exhibit 3(c)

NORWEST CORPORATION

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

Pursuant to Section 242 of the General Corporation Law of the State of 
Delaware

     We, Stanley S. Stroup, Executive Vice President, and Laurel A. 
Holschuh, Secretary of Norwest Corporation, a corporation organized and 
existing under and by virtue of the General Corporation Law of the 
State of Delaware (the "Corporation"), do hereby certify:

     FIRST:  That by unanimous written consent of the Board of 
Directors of the Corporation duly adopted on September 8, 1998, 
resolutions were adopted proposing an amendment, as hereinafter set 
forth, of the Restated Certificate of Incorporation of the Corporation, 
declaring the advisability of such amendment, and directing that the 
amendment be presented for the consideration of the stockholders of the 
Corporation at a special meeting of such stockholders.

     SECOND:  That at the special meeting of all such stockholders 
entitled to vote on the amendment hereinafter set forth, held on 
October 20, 1998, and called in accordance with the relevant provisions 
of the General Corporation Law of the State of Delaware, the holders of 
a majority of the outstanding shares of common stock of the Corporation 
voted in favor of such amendment, as hereinafter set forth, to the 
Restated Certificate of Incorporation of the Corporation.

     THIRD:  That there has been duly adopted, in accordance with the 
provisions of Section 242 of the General Corporation Law of the State 
of Delaware, an amendment of the Restated Certificate of Incorporation 
of the Corporation, as follows:

     1.  The first sentence of Article FOURTH shall be amended to state 
in its entirety:

         FOURTH:  The total number of shares of all classes of stock 
which the corporation shall have authority to issue is Four Billion 
Twenty-Four Million (4,024,000,000), consisting of Twenty Million 
(20,000,000) shares of Preferred Stock without par value, Four Million 
(4,000,000) shares of Preference Stock without par value, and Four 
Billion (4,000,000,000) shares of Common Stock of the par value of $1-
2/3 per share.

      2.  The first sentence of Section 1 of Article FOURTH shall be 
amended to state in its entirety:

          1.  The Preferred Stock may be issued at any time or from 
time to time in any amount, provided not more than 20,000,000 shares 
thereof shall be outstanding at any one time, as Preferred Stock of one 
or more series, as hereinafter provided.
                                     


     IN WITNESS WHEREOF, NORWEST CORPORATION has caused its corporate 
seal to be hereunto affixed and this Certificate to be signed by 
Stanley S. Stroup, its Executive Vice President, and attested by Laurel 
A. Holschuh, its Secretary, this 2nd day of November, 1998.

NORWEST CORPORATION

(Corporate Seal)

By:  /s/ Stanley S. Stroup
Executive Vice President


ATTEST:

/s/ Laurel A. Holschuh
Secretary

[Filed in the Office of the Delaware Secretary of State on November 2, 
1998]