SECURITIES AND EXCHANGE COMMISSION

                    WASHINGTON, D.C. 20549


                           FORM 8-K/A

                        CURRENT REPORT


            Pursuant to Section 13 or 15(d) of the

               Securities Exchange Act of 1934



                        December 9, 1994
              (Date of earliest event reported)



                   FIRST INTERSTATE BANCORP
      (Exact name of registrant as specified in charter)


                           Delaware
       (State or other jurisdiction of incorporation)


                                                 95-1418530
        1-4114                                (I.R.S. Employer
(Commission File Number)                   Identification Number)


      633 West Fifth Street                         90054
          P.O. Box 54068                          (Zip Code)
      Los Angeles, California
(Address of principal executive offices)


                        (213) 614-3001
     (Registrant's telephone number, including area code)





     Pursuant to Rule 12b-15 under the Securities Exchange Act of
1934, as amended, Registrant hereby amends Item 7(c), Financial
Statements, Pro Forma Financial Information and Exhibits, of its
Form 8-K dated March 25, 1995, to include in its entirety Exhibit
(c)(1), the Dealers Agreement dated as of December 9, 1994,
between the Registrant and the dealers named therein. The
complete text of Item 7, as amended, is as follows:

ITEM 7.        FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
               INFORMATION AND EXHIBITS.

               (a)  Financial statements of businesses acquired.
                    None.

               (b)  Pro forma financial information.
                    None.

               (c)  Exhibits.

                    (1)  Underwriting Agreement

                    Dealers Agreement dated as of December 9, 
                    1994 (the "Dealer Agreement"), between the
                    Registrant and Chase Securities, Inc.,
                    Goldman, Sachs & Co., Goldman Sachs
                    International, Lehman Brothers Inc., Lehman
                    Brothers International (Europe), Merrill
                    Lynch, Pierce, Fenner & Smith Incorporated,
                    Merrill Lynch International Limited, Morgan
                    Stanley & Co. Incorporated, Morgan Stanley &
                    Co. International Limited, Salomon Brothers
                    Inc., Salomon Brothers International Limited,
                    UBS Securities Inc. and UBS Limited.  The
                    Dealer Agreement relates to the issuance and
                    sale from time to time by the Registrant of
                    up to $1,000,000,000 aggregate principal or
                    face amount (or the equivalent in foreign
                    currencies or currency units) of its Senior
                    Medium-Term Notes, Series A, and its
                    Subordinated Medium-Term Notes, Series D
                    under a Global Medium-Term Note Program.

                    (4)  Instruments defining the rights of 
                         security-holders

                    Forms of the Notes.

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                           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.


                              FIRST INTERSTATE BANCORP
                                   (Registrant)

                              By   Ann M. Coons
                                   _______________________
                                   Ann M. Coons
                                   Senior Vice President and
                                   Assistant Secretary

Dated:  May 26, 1995






























                              - 3 -
                       INDEX TO EXHIBITS



                                                     Sequentially
Exhibit                                                Numbered
Number                                                   Pages
- -------                                              ------------

(1)       Underwriting Agreement                          5-72

          Dealers Agreement dated as of December 9, 
          1994 (the "Dealer Agreement"), between
          the Registrant and Chase Securities, Inc.,
          Goldman, Sachs & Co., Goldman Sachs
          International, Lehman Brothers Inc., Lehman
          Brothers International (Europe), Merrill
          Lynch, Pierce, Fenner & Smith Incorporated,
          Merrill Lynch International Limited, Morgan
          Stanley & Co. Incorporated, Morgan Stanley
          & Co. International Limited, Salomon
          Brothers Inc., Salomon Brothers
          International Limited, UBS Securities Inc.
          and UBS Limited.  The Dealer Agreement
          relates to the issuance and sale from time
          to time by the Registrant of up to
          $1,000,000,000 aggregate principal or face
          amount (or the equivalent in foreign
          currencies or currency units) of its Senior
          Medium-Term Notes, Series A, and its
          Subordinated Medium-Term Notes, Series D
          (together, the "Notes") under a Global
          Medium-Term Note Program.

(4)       Instruments defining the rights of           Previously filed
          security-holders                             with the Form 8-K
                                                       dated March 24,
          Forms of the Notes.                          1995









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