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, 1995 
                                      OR 
[ ] 
           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE 
                       SECURITIES EXCHANGE ACT OF 1934 
               FOR THE TRANSITION PERIOD FROM (NOT APPLICABLE) 
                        COMMISSION FILE NUMBER 1-6880 
                           FIRST BANK SYSTEM, INC. 
            (Exact name of registrant as specified in its charter) 
                                   DELAWARE 
                       (State or other jurisdiction of 
                        incorporation or organization) 
                                  41-0255900 
                               (I.R.S. Employer 
                             Identification No.) 
                              FIRST BANK PLACE, 
                           601 SECOND AVENUE SOUTH, 
                      MINNEAPOLIS, MINNESOTA 55402-4302 
            (Address of principal executive offices and Zip Code) 
                                 612-973-1111 
             (Registrant's telephone number, including area code) 
                               (NOT APPLICABLE) 
             (Former name, former address and former fiscal year, 
                        if changed since last report). 

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 twelve months and (2) has been subject to such 
filing requirements for the past 90 days. 

                              YES   X    NO 

Indicate the number of shares outstanding of each of the Registrant's classes 
of common stock, as of the latest practicable date. 

               Class                       Outstanding as of April 30, 1995 
  Common Stock, $1.25 Par Value                    135,567,431 shares 

Total # of pages: 27 
Exhibit Index appears on page 1. 


                              FINANCIAL SUMMARY 



                                                                 MARCH 31     MARCH 31 
(DOLLARS in millions, except per share amounts)                      1995         1994 
THREE MONTHS ENDED 
                                                                          
Income from continuing operations                                  $133.8       $111.9 
Discontinued operations                                                --         (1.2)
Net income                                                         $133.8       $110.7 
PER COMMON SHARE 
Income from continuing operations                                    $.97         $.80 
Discontinued operations                                                --         (.01)
Net income                                                           $.97         $.79 
Dividends paid                                                     $.3625         $.29 
Common shareholders' equity                                         19.58        19.49 
RETURN ON AVERAGE ASSETS 
Income from continuing operations                                    1.66 %       1.41 % 
Discontinued operations                                                --         (.01)
Return on average assets                                             1.66%        1.40% 
RETURN ON AVERAGE COMMON EQUITY 
Income from continuing operations                                    21.1%        17.2 % 
Discontinued operations                                                --          (.2)
Return on average common equity                                      21.1%        17.0 % 

Net interest margin (taxable-equivalent basis)                       5.05%        4.75% 
Efficiency ratio                                                     55.7         58.5 




                                               MARCH 31     DECEMBER 31 
                                                   1995            1994 
PERIOD END 
                                                          
Loans                                           $25,215         $24,556 
Allowance for credit losses                         470             475 
Assets                                           32,712          34,128 
Total shareholders' equity                        2,757           2,612 
Common equity to total assets                       8.1%            7.3% 
Tier 1 capital ratio                                7.7             7.3 


TABLE OF CONTENTS AND FORM 10-Q CROSS-REFERENCE INDEX 



                                                                                               
PART I -- FINANCIAL INFORMATION 
Management's Discussion and Analysis of Financial Condition and Results of Operations (Item 2)     2 
Financial Statements (Item 1): 
 Consolidated Balance Sheet                                                                       13 
 Consolidated Statement of Income                                                                 14 
 Consolidated Statement of Shareholders' Equity                                                   15 
 Consolidated Statement of Cash Flows                                                             16 
 Notes to Consolidated Financial Statements                                                       17 
Selected Statistical Information: 
 Consolidated Daily Average Balance Sheet and Related Yields and Rates                            23 
PART II -- OTHER INFORMATION 
Submission of Matters to a Vote of Security Holders (Item 4)                                      24 
Exhibits and Reports on Form 8-K (Item 6)                                                         24 
Signature                                                                                         25 
Exhibit 11 -- Computation of Primary and Fully Diluted Net Income Per Common Share                26 
Exhibit 12 -- Computation of Ratio of Earnings to Fixed Charges                                   27 


                     MANAGEMENT'S DISCUSSION AND ANALYSIS 

Earnings Summary

First Bank System, Inc. (the "Company") reported first quarter 1995 operating 
earnings of $133.8 million, an increase of $21.9 million, or 19.6 percent, 
from the first quarter of 1994. On a per share basis, operating earnings were 
$.97 in the first quarter of 1995, compared with $.80 in the first quarter of 
1994, an increase of 21.3 percent. Reported net income for the first quarters 
of 1995 and 1994 was $133.8 million and $110.7 million, or $.97 and $.79 per 
share, respectively. 

Return on average assets and return on average common equity in the first 
quarter of 1995 were 1.66 percent and 21.1 percent, respectively, compared 
with returns of 1.41 percent and 17.2 percent from continuing operations in 
the first quarter of 1994. The net interest margin on a taxable-equivalent 
basis increased 30 basis points from the first quarter of 1994, to 5.05 
percent. The efficiency ratio, the ratio of expenses to revenues, was 55.7 
percent, an improvement of 282 basis points from 58.5 percent in the first 
quarter of 1994. 

The strong quarterly improvement in net income resulted from loan and fee 
income growth, ongoing expense control, continued improvement in credit 
quality and effective capital management. During the first quarter of 1995, 
net interest income on a taxable-equivalent basis increased $27.3 million, or 
8.0 percent, and noninterest income increased $18.2 million, or 11.3 percent, 
as compared with the first quarter of 1994. The provision for credit losses 
was essentially unchanged from that of the first quarter of 1994. Noninterest 
expense for the quarter increased only 3.8 percent over last year, despite 
the addition of expenses associated with several acquisitions. These included 
Boulevard Bancorp, Inc. ("Boulevard") and Rocky Mountain Financial 
Corporation ("Rocky Mountain"), which were both acquired on March 25, 1994, 
and the corporate trust business of J.P. Morgan, acquired on September 2, 
1994. All were accounted for as purchases. Compared with noninterest expense 
for the first quarter of 1994, adjusted to include the operations of 
Boulevard, Rocky Mountain and the acquired corporate trust business, on a pro 
forma basis, noninterest expense for the current quarter declined by $20.4 
million, or 6.3 percent. 

Nonperforming assets declined $16.6 million, or 7.1 percent, from December 
31, 1994, to a level of $215.7 million at March 31, 1995. The ratio of the 
allowance for credit losses to nonperforming loans at quarter-end was 318 
percent compared with 283 percent at the end of 1994. 

ACQUISITIONS

On January 24, 1995, the Company issued approximately 21.7 million shares to 
complete its merger with Metropolitan Financial Corporation ("MFC"). At 
December 31, 1994, MFC had $7.9 billion in assets, $5.5 billion in deposits,
and 211 offices, principally in North Dakota, Minnesota, Nebraska, Iowa, 
Kansas, South Dakota, Wisconsin, and Wyoming. Results for 1994 have been 
restated to reflect this pooling of interests. Because of regulatory 
restrictions on nonbanking activities, the Company expects to sell Edina 
Realty, Inc., MFC's real estate brokerage subsidiary, within two years. 
Accordingly, the operations of Edina Realty are accounted for as discontinued 
operations in the accompanying financial statements. 
 

TABLE 1. Summary of Consolidated Income 



                                                                         THREE MONTHS ENDED 
(Taxable-equivalent basis;                                              MARCH 31     MARCH 31 
Dollars in millions, except per share data)                                 1995         1994 
                                                                                 
Interest income                                                           $629.1       $518.3 
Interest expense                                                           262.3        178.8 
 Net interest income                                                       366.8        339.5 
Provision for credit losses                                                 26.0         26.6 
 Net interest income after provision for credit losses                     340.8        312.9 
Noninterest income                                                         179.6        161.4 
Noninterest expense                                                        304.3        293.1 
 Income from continuing operations before income taxes                     216.1        181.2 
Taxable-equivalent adjustment                                                3.5          3.7 
Income taxes                                                                78.8         65.6 
 Income from continuing operations                                         133.8        111.9 
Loss from discontinued operations                                             --         (1.2)
 Net income                                                               $133.8       $110.7 
Return on average assets                                                    1.66%        1.40%
Return on average common equity                                             21.1         17.0 
Net interest margin                                                         5.05         4.75 
Efficiency ratio                                                            55.7         58.5 
Per share: 
Income from continuing operations                                          $0.97        $0.80 
Loss from discontinued operations                                             --        (0.01)
 Net income                                                                $0.97        $0.79 
Common dividends paid                                                    $0.3625        $0.29 



TABLE 2. Line of Business Financial Performance 



                                                                                            TRUST AND 
                           RETAIL & COMMUNITY                          COMMERCIAL           INVESTMENT          CONSOLIDATED 
                                 BANKING          PAYMENT SYSTEMS        BANKING              GROUP                COMPANY 
                                                           THREE MONTHS ENDED MARCH 31, 
(Dollars in Millions)        1995       1994      1995       1994     1995      1994      1995      1994       1995      1994 
                                                                                          
CONDENSED INCOME STATEMENT:
Net interest income
 (taxable-equivalent basis) $259.7     $232.7     $41.1     $46.6     $57.7     $54.3     $ 8.3     $ 5.9     $366.8     $339.5
Provision for credit
 losses                        3.3        9.6      20.3      14.5       2.4       2.5        --        --       26.0       26.6
Noninterest income            53.8       62.1      58.4      41.2      18.0      15.3      49.4      42.8      179.6      161.4
Noninterest expense          192.2      194.9      47.8      40.5      24.1      23.3      40.2      34.4      304.3      293.1
Income taxes and
 taxable-equivalent
 adjustment                   44.9       34.4      12.0      12.6      18.7      16.8       6.7       5.5       82.3       69.3
Income from continuing
 operations                 $ 73.1     $ 55.9     $19.4     $20.2     $30.5     $27.0     $10.8     $ 8.8      133.8      111.9
Loss from discontinued 
 operations                                                                                                       --       (1.2)
 Net income                                                                                                   $133.8     $110.7

AVERAGE BALANCE SHEET DATA:
Commercial loans            $5,584     $4,932     $ 643     $ 391    $4,794    $5,141     $  --     $  --    $11,021    $10,464
Consumer loans              11,277     10,856     2,294     1,736        --        --        --        --     13,571     12,592
Assets                      22,141     22,369     3,661     2,671     6,055     6,391       845       728     32,702     32,159
Deposits                    20,854     21,199        32        22     1,768     2,729       921       961     23,575     24,911
Common equity                1,524      1,604       340       288       424       463       243       142      2,531      2,497
Return on average assets*     1.34%      1.01%     2.15%     3.07%     2.04%     1.71%       **        **       1.66%      1.41%
Return on average common
 equity*                      19.5       14.1      23.1      28.4      29.2      23.7      18.0%     25.1%      21.1       17.2
Efficiency ratio              61.3       66.1      48.0      46.1      31.8      33.5      69.7      70.6       55.7       58.5

* From continuing operations 
**Not meaningful 
Note: Preferred dividends are not allocated to the business lines. 


In February 1995, the Company entered into agreements to sell deposits of 
approximately $960 million and incidental assets associated with 63 former 
MFC branch locations. These dispositions are expected to close in the second 
and third quarters of 1995. This portion of MFC's branch network was not part 
of MFC's core business and was used primarily as a funding source. In 1994, 
the 63 branches contributed approximately 2 percent of total loans originated 
and 2.5 percent of noninterest income generated by MFC. The incidental 
assets, consisting primarily of deposit-related loans and premises and 
equipment, represent less than 1 percent of MFC's total assets. The 
operations of these branches were not material to MFC in 1994. The $960 
million of deposits will be replaced with other sources of funding. 

On March 16, 1995, the Company completed the acquisition of First Western 
Corporation ("FWC"), a $317 million bank holding company based in Sioux 
Falls, South Dakota. FWC owned Western Bank, which had nine branches in and 
around Sioux Falls, South Dakota. The transaction was accounted for as a 
purchase. 

Line of Business Financial Review

Each of the Company's four business lines--Retail and Community Banking, 
Payment Systems, Commercial Banking, and the Trust and Investment 
Group--contributed to the strong financial performance in the first quarter 
of 1995. 

Business line results are derived from the Company's business unit 
profitability reporting system. Designations, assignments, and allocations 
may change from time to time as management accounting systems are enhanced or 
product lines change. During 1995 certain methodologies changed and 1994 
results are presented on a consistent basis. 

RETAIL AND COMMUNITY BANKING - Retail and Community Banking, which includes
consumer, small business and middle market banking services and residential
mortgage lending, achieved strong revenue growth while containing costs. Net
income increased 30.8 percent to $73.1 million in the first quarter of 1995
compared with the first quarter of 1994. Return on assets increased to 1.34
percent from 1.01 percent, and return on equity increased to 19.5 percent from
14.1 percent.

The increase in net interest income is attributable to strong home equity loan
growth and aggressive small- and middle-market business lending. Noninterest
income was down over the prior year quarter primarily due to reduced residential
mortgage activity resulting from higher market interest rates. The decrease in
the provision for credit losses reflects continuing improvement in credit
quality. Noninterest expense improved slightly despite the acquisition of
Boulevard and Rocky Mountain on March 25, 1994, reflecting the benefits of
integrating recent business combinations including MFC which was integrated
within one month of completing the transaction. The efficiency ratio improved to
61.3 percent in the first quarter of 1995 compared with 66.1 percent in the
first quarter of 1994.

PAYMENT SYSTEMS - Payment Systems includes consumer credit card, corporate and
purchasing card services, card-accessed secured and unsecured lines of credit,
ATM processing, and merchant processing. This business line reported net
earnings of $19.4 million in the first quarter of 1995, down slightly from first
quarter of 1994. Return on assets was 2.15 percent compared with 3.07 percent in
the first quarter of 1994. Return on equity was 23.1 percent compared with 28.4
percent for the same quarter in the previous year.

Net interest income decreased due to lower interest rates earned on retail
credit cards, consistent with recent rate competitiveness in the industry, and
increased Corporate Card activity. The increase in fee-based noninterest income
is attributable to growth in the sales volume of the Corporate Card, the
Purchasing Card, the Northwest Airlines WorldPerks credit card, and merchant
processing. The increase in the provision for credit losses reflects growth in
the loan portfolio and a significant increase in sales volume. Noninterest
expense increased due to the initial investment expenses associated with the
expanded automated teller machines ("ATM") network. Net earnings from this
business line are expected to be stronger in the remaining quarters of 1995 as
the ATM network's transaction volume increases and the seasonal retail credit
card activity increases. Payment Systems continues to be cost effective as
measured by its efficiency ratios of 48.0 percent in the first quarter of 1995
and 46.1 percent in the first quarter of 1994. Excluding initial investment
expenses incurred with the ATM network the efficiency ratio was essentially flat
year over year.

COMMERCIAL BANKING - Commercial Banking, which provides lending, treasury
management, and other financial services to middle market, large corporate and
mortgage banking companies, contributed net earnings of $30.5 million in the
first quarter of 1995, a 13.0 percent increase over the first quarter of 1994.
Return on assets rose to 2.04 percent in the first quarter of 1995 from 1.71
percent in the same quarter a year ago.

The earnings increase reflects continuing strong performance in both net
interest income and noninterest income as well as ongoing credit quality and
expense control. Commercial Banking's average loans, excluding loans to mortgage
banking companies, increased $655 million, or 18.2 percent, from the first
quarter of 1994. The decline in deposits relates to less activity in the
mortgage banking sector. The efficiency ratio improved to 31.8 percent in the
first quarter of 1995 compared with 33.5 percent in the first quarter of 1994.

TRUST AND INVESTMENT GROUP - The Trust and Investment Group, which includes
personal, institutional and corporate trust services, investment management
services, and a full-service brokerage company, reported an earnings increase of
22.7 percent in the first quarter of 1995 compared with the first quarter of
1994. The return on average common equity was 18.0 percent in the first quarter
of 1995 and 25.1 percent in the first quarter of the prior year.

The current quarter's net earnings increased over the first quarter of 1994
primarily due to recent acquisitions, including J.P. Morgan and Boulevard.
Stronger noninterest income is due to growth in Corporate Trust and investment
sales and management fees as well as recent acquisitions. Although the recent
acquisitions have improved net earnings, the return on equity reflects increased
investment in recent acquisitions. The efficiency ratio was 69.7 percent in the
first quarter compared with 70.6 percent in the first quarter of 1994,
reflecting the effective integration of acquisitions and revenue growth.



TABLE 3. Analysis of Net Interest Income 



                                                                                       THREE MONTHS ENDED 
                                                                                       MARCH 31     MARCH 31 
(Dollars in millions)                                                                      1995         1994 
                                                                                              
Net interest income (taxable-equivalent basis)                                           $366.8       $339.5 
Average balances of earning assets supported by: 
 Interest-bearing liabilities                                                           $23,534      $21,897 
 Noninterest-bearing liabilities                                                          5,932        7,073 
Total earning assets                                                                    $29,466      $28,970 
Average yields and weighted average rates (taxable-equivalent basis): 
 Earning assets yield                                                                      8.66%        7.26% 
 Rate paid on interest-bearing liabilities                                                 4.52         3.31 
Gross interest margin                                                                      4.14%        3.95% 
Net interest margin                                                                        5.05%        4.75% 
Net interest margin without taxable-equivalent increments                                  5.00%        4.70% 


Income Statement Analysis

NET INTEREST INCOME - Net interest income on a taxable-equivalent basis was
$366.8 million in the first quarter of 1995, an increase of $27.3 million, or
8.0 percent, from the first quarter of 1994. The improvement in net interest
income reflects increases in average loan yields and average loan balances. The
average yield on loans in the first quarter was 9.06 percent, or 139 basis
points higher than the yield of 7.67 percent in the first quarter of last year,
reflecting increases in the Company's average reference rate during 1994 and the
increasing proportion of higher-yielding consumer loans. The effect of the
increase in average yields on loans more than offset the impact of higher rates
paid on interest-bearing liabilities; the average of these rates was 4.52
percent in the first quarter, or 121 basis points higher than for the same
period of 1994. Average loans totaled $24.6 billion in the first quarter of
1995, an increase of $1.5 billion, or 6.7 percent, reflecting growth in both
nonmortgage consumer and commercial loans (including loans acquired with
Boulevard and Rocky Mountain) partially offset by decreases in the balance of
loans to mortgage bankers and residential mortgage loans. Excluding these
mortgage-related balances and the effect of Boulevard and Rocky Mountain loans,
average loans for the quarter increased $2.3 billion, or 14.4 percent, over the
same quarter in 1994, reflecting strong growth in small business and middle
market loans, credit cards, and home equity loans. The decline in nonperforming
assets also contributed to the growth in net interest income.

The net interest margin on a taxable-equivalent basis was 5.05 percent in the
first quarter of 1995, an increase of 30 basis points from 4.75 percent in the
first quarter of 1994. The increase in the net interest margin from a year ago
results from both a shift in the mix of earning assets from lower margin
securities and residential mortgage-related loan balances to higher yielding
consumer and commercial loans, and a widening of the spread between earning
assets and interest-bearing liabilities that repriced during the period.

PROVISION FOR CREDIT LOSSES - The provision for credit losses was $26.0 million
in the first quarter of 1995, essentially unchanged from the level in the first
quarter of 1994. Total net charge-offs of $32.1 million also were essentially
unchanged from the total of $31.3 million for the same quarter a year ago. The
allowance for credit losses was $470.4 million at March 31, 1995, down slightly
from $474.7 million at December 31, 1994. Reserve coverage remains strong as the
ratio of the allowance for credit losses to nonperforming loans increased to 318
percent at quarter-end compared with 283 percent at the end of 1994.

NONINTEREST INCOME - Noninterest income in the first quarter of 1995 was $179.6
million, an increase of $18.2 million, or 11.3 percent, from the first quarter
last year, reflecting growth in credit card and trust fees. Credit card fees
increased $15.6 million, or 43.3 percent, from the prior year quarter,
reflecting higher sales volumes for Corporate Card, Purchasing Card, and the
Northwest Airlines WorldPerks credit card. Trust fees were up over the first
quarter of 1994 by $3.2 million, or 8.3 percent, reflecting growth in corporate
trust fees, including fees attributable to the September 1994 J.P. Morgan
corporate trust unit acquisition. Insurance commissions were higher this quarter
because of increased commission income on annuity sales.

NONINTEREST EXPENSE - Noninterest expense was $304.3 million in the first
quarter of 1995, an increase of $11.2 million, or 3.8 percent, from first
quarter of 1994. The increase reflects the addition of Boulevard, Rocky Mountain
and the J.P. Morgan corporate trust acquisition. Compared with noninterest
expense for the first quarter of 1994, adjusted to include the expenses of these
acquisitions on a pro forma basis, noninterest expense for the first quarter of
1995 declined by $20.4 million, or 6.3 percent. This decline reflects the
benefits of integrating recent business combinations, including MFC which was
integrated within one month of closing the transaction. The Company's efficiency
ratio, the measure of expenses to revenues, improved to 55.7 percent for the
quarter from 58.5 percent for the same quarter a year ago.

TABLE 4. Noninterest Income 



                                                         THREE MONTHS ENDED 
                                                         MARCH 31     MARCH 31 
(Dollars in millions)                                        1995         1994 
                                                                
Credit card fees                                            $51.6        $36.0 
Trust fees                                                   41.7         38.5 
Service charges on deposit accounts                          32.1         32.2 
Insurance commissions                                         6.3          5.8 
Trading account profits and commissions                       3.2          2.7 
Other                                                        44.7         46.2 
 Total noninterest income                                  $179.6       $161.4 


TABLE 5. Noninterest Expense 



                                                                              THREE MONTHS ENDED 
                                                                              MARCH 31     MARCH 31 
(Dollars in millions, except per employee data)                                   1995         1994 
                                                                                     
Salaries                                                                        $112.1       $106.5 
Employee benefits                                                                 28.5         27.3 
 Total personnel expense                                                         140.6        133.8 
Net occupancy                                                                     25.7         25.5 
Furniture and equipment                                                           23.5         21.4 
Amortization of goodwill and other intangible assets                              14.1         10.7 
FDIC insurance                                                                    13.6         14.6 
Advertising                                                                        6.3          9.5 
Other personnel costs                                                              7.6          8.6 
Professional services                                                              6.6          7.5 
Data processing                                                                    4.3          4.9 
Printing, stationery and supplies                                                  4.8          5.7 
Postage                                                                            5.9          5.8 
Telephone                                                                          5.8          6.2 
Other real estate                                                                   --          0.9 
Other                                                                             45.5         38.0 
 Total noninterest expense                                                      $304.3       $293.1 
Efficiency ratio*                                                                 55.7%        58.5% 
Quarterly average number of employees (full-time equivalents)                   13,874       14,406 
Annualized personnel expense per employee                                      $40,536      $37,151 

*Computed as noninterest expense divided by the sum of net interest income on 
 a taxable-equivalent basis and noninterest income net of securities gains and 
 losses. 

Total salaries and benefits expense for the first quarter of 1995 increased $6.8
million, or 5.1 percent, from the first quarter of 1994, primarily due to
acquisitions in 1994. Average full-time equivalent employees decreased by 10.3
percent, to 13,874 in the first quarter of 1995, compared with 15,459 (including
the employees of Boulevard, Rocky Mountain and the J.P Morgan trust business, on
a pro forma basis) for the first quarter of 1994. The increase in net occupancy
and furniture and equipment expense for the current quarter, compared with the
first quarter of 1994, also was the result of acquisitions. Advertising expense
decreased $3.2 million, or 33.7 percent, over the 1994 level, reflecting
efficiencies realized from the overlap of MFC's and the Company's geographic
markets. Compared with the same period of 1994, amortization of goodwill and
intangibles expense for the first quarter increased by $3.4 million, or 31.8
percent, due to recent acquisitions.

PROVISION FOR INCOME TAXES - The provision for income taxes was $78.8 million in
the first quarter of 1995, compared with $65.6 million in the first quarter of
1994. The increase primarily results from a higher level of taxable income.

At March 31, 1995, the Company's net deferred tax asset was $312.8 million,
compared with $363.0 million at December 31, 1994. For further information
regarding income taxes, refer to Note H on page 20.

Balance Sheet Analysis

LOANS - On an aggregate basis, the Company's loan portfolio increased $659
million, or 2.7 percent, to $25.2 billion at March 31, 1995, from $24.6 billion
at December 31, 1994. An increase of $942 million primarily in the commercial,
automobile, and home equity and second mortgage portfolios was offset by a $283
million decrease in loans to mortgage bankers and residential mortgages.

Commercial. The Company's portfolio of commercial loans totaled $7.8 billion at
March 31, 1995, up $828 million from December 31, 1994. The increase over prior
quarter reflects growth in small business and middle-market business lending and
in the Payment Systems balances associated with corporate and purchasing cards.

Financial Institutions. The portfolio of loans to financial institutions totaled
$.6 billion at March 31, 1995, a decrease of $228 million from the $.8 billion
balance at December 31, 1994. The decrease from December 31, 1994, is
attributable to cyclical activity in the Company's secured loans to mortgage
banking firms. The mortgage banking firms' loan volume decreased due to a
decline in refinancing activity in response to a rise in market interest rates.

Commercial Real Estate. The Company's portfolio of commercial real estate
mortgages and construction loans grew approximately $51 million during the first
quarter of 1995, to $2.8 billion at March 31, 1995. The Company is seeing
increased activity in commercial real estate loans as market prices stabilize
and vacant space declines, allowing more projects to meet the Company's
stringent credit standards.

Highly Leveraged Transactions. The Company's exposure to commercial loans
involving the buyout, recapitalization or acquisition of an existing business,
called highly leveraged transactions ("HLTs"), remains at relatively low levels.
At March 31, 1995, the Company had HLT outstandings totaling $348 million and
was committed under definitive agreements to lend an additional amount of
approximately $202 million. This exposure increased from December 31, 1994, when
outstandings were $283 million and additional commitments were $179 million. The
increase in HLT originations is consistent with industry and economic trends.
The Company continues to have vigorous underwriting criteria and monitoring
procedures for HLT lending.

Consumer. Total consumer loan outstandings were $13.6 billion at March 31, 1995,
essentially unchanged from December 31, 1994. A $159 million increase, primarily
in home equity and second mortgages and automobile loans, was offset by a $216
million decrease in residential mortgage loans, residential mortgage loans held
for sale, and credit card loans. Home equity and second mortgages increased
primarily due to successful promotions, and automobile loans increased due to
growth in indirect auto loans. The reduction in residential mortgage loans is
the result of management's decision to focus on other consumer loan products.
Residential mortgage loans held for sale declined primarily due to fewer housing
starts and refinancings as a result of rising market interest rates. The
decrease in credit cards reflects seasonal fluctuations.

ALLOWANCE FOR CREDIT LOSSES - At March 31, 1995, the allowance for credit losses
was $470.4 million, compared with an allowance of $474.7 million at December 31,
1994. The ratio of the allowance for credit losses to nonperforming loans
increased to 318 percent at March 31, 1995, from 283 percent at December 31,
1994. For further information on the allowance for credit losses, refer to
"Credit Management" on page 9.

SECURITIES - At March 31, 1995, securities were $3.5 billion compared with $5.2
billion at December 31, 1994, reflecting the sale of $1.56 billion of securities
in connection with the Company's interest rate risk management process.

Trading and other short-term earning assets were $344 million at March 31, 1995,
compared with $576 million at December 31, 1994. The decrease is primarily the
result of the decline in federal funds sold and resale agreements to $253
million at March 31, 1995, from $471 million at December 31, 1994.

DEPOSITS - Noninterest-bearing deposits were $5.3 billion at March 31, 1995,
down $.6 billion from December 31, 1994. The decrease in noninterest-bearing
deposits results from reduced loan production at mortgage banking firm customers
which generate noninterest-bearing deposits.

Interest-bearing deposits include certificates of deposit, savings certificates,
money market accounts, other savings accounts, and interest checking products.
These deposits were $18.1 billion at March 31, 1995, essentially unchanged from
December 31, 1994.

TABLE 6. Summary of Allowance for Credit Losses 



                                                                   THREE MONTHS ENDED 
                                                                   MARCH 31     MARCH 31 
(Dollars in millions)                                                  1995         1994 
                                                                          
Balance at beginning of period                                       $474.7       $466.1 
CHARGE-OFFS: 
 Commercial: 
  Commercial                                                            4.6         11.4 
  Financial institutions                                                 --           -- 
  Real estate: 
   Commercial mortgage                                                  7.5          9.8 
   Construction                                                          --           -- 
  HLTs                                                                   --          3.1 
    Total commercial                                                   12.1         24.3 
 Consumer: 
  Residential mortgage                                                  1.1          1.2 
  Credit card                                                          23.0         16.7 
  Other                                                                15.5         12.1 
    Total consumer                                                     39.6         30.0 
    Total                                                              51.7         54.3 
RECOVERIES: 
 Commercial: 
  Commercial                                                            7.8          9.6 
  Financial institutions                                                0.1          0.1 
  Real estate: 
   Commercial mortgage                                                  2.3          3.5 
   Construction                                                          --          0.2 
  HLTs                                                                  2.4          4.0 
    Total commercial                                                   12.6         17.4 
 Consumer: 
  Residential mortgage                                                  0.3          0.1 
  Credit card                                                           2.7          2.2 
  Other                                                                 4.0          3.3 
    Total consumer                                                      7.0          5.6 
    Total                                                              19.6         23.0 
NET CHARGE-OFFS: 
 Commercial: 
  Commercial                                                           (3.2)         1.8 
  Financial institutions                                               (0.1)        (0.1) 
  Real estate: 
   Commercial mortgage                                                  5.2          6.3 
   Construction                                                          --         (0.2) 
  HLTs                                                                 (2.4)        (0.9) 
    Total commercial                                                   (0.5)         6.9 
 Consumer: 
  Residential mortgage                                                  0.8          1.1 
  Credit card                                                          20.3         14.5 
  Other                                                                11.5          8.8 
    Total consumer                                                     32.6         24.4 
    Total                                                              32.1         31.3 
Provision charged to operating expense                                 26.0         26.6 
Additions related to acquisitions                                       1.8         23.9 
Balance at end of period                                             $470.4       $485.3 
Allowance as a percentage of period-end loans                          1.87%        2.04% 
Allowance as a percentage of nonperforming loans                        318          238 
Allowance as a percentage of nonperforming assets                       218          153 


BORROWINGS - Short-term borrowings, which include federal funds purchased,
securities sold under agreements to repurchase and other short-term borrowings,
were $2.9 billion at March 31, 1995, down from $3.5 billion at the end of 1994.
The decrease is primarily due to repayment of approximately $400 million of
securities sold under agreements to repurchase. Intermediate- and long-term debt
declined to $2.5 billion at March 31, 1995, from $2.7 billion at December 31,
1994 due to maturities.


TABLE 7. Nonperforming Assets 



                                                                           MARCH 31     DECEMBER 31 
(Dollars in millions)                                                          1995            1994 
                                                                                       
Nonaccrual loans                                                             $148.0          $167.8 
Restructured loans                                                              0.1             0.1 
 Nonperforming loans                                                          148.1           167.9 
Other real estate                                                              63.7            64.0 
Other nonperforming assets                                                      3.9             0.4 
 Nonperforming assets                                                        $215.7          $232.3 
Accruing loans 90 days or more past due                                       $34.4           $26.0 
Nonperforming loans to total loans                                             0.59 %          0.68 % 
Nonperforming assets to total loans plus other real estate                     0.85            0.94 


Credit Management

The Company's credit management process includes central credit policy and 
administration functions and standard underwriting criteria for specialized 
lending categories, such as mortgage banking, real estate construction, and 
consumer credit. The Company's credit management process is supported by 
regular examinations conducted by the credit administration function. 
Quarterly, management reviews large loans and all loans experiencing 
deterioration of credit quality. A standard credit scoring system is used to 
assess consumer credit risks and to price consumer products relative to their 
assigned risk rating. 

In evaluating credit risk, the Company takes into consideration the 
composition of its loan portfolio; its level of allowance coverage; 
macroeconomic concerns, such as the level of debt outstanding in the public 
and private sectors, the effects of domestic and international economic 
conditions, and regional economic conditions; and other issues. The Company's 
primary operating region includes Minnesota, Colorado, Montana, North Dakota, 
South Dakota, Wisconsin, Iowa, Kansas, Nebraska, Wyoming, and Illinois. 
Approximately 80 percent of the loan portfolio consists of extensions of 
credit to customers in the Company's primary operating region. 

ANALYSIS OF NET LOAN CHARGE-OFFS - Net loan charge-offs totaled $32.1 million in
the first quarter of 1995, essentially unchanged from the first quarter of 1994.
Commercial loan net recoveries for the quarter were $.5 million, compared with
net charge-offs of $6.9 million in the first quarter of 1994, reflecting
continued improvement in the credit quality of this portfolio. Consumer loan net
charge-offs increased $8.2 million, or 33.6 percent, from the first quarter of
1994, commensurate with the growth in the balance of nonmortgage consumer loans
and sales volume activity in credit card products over the past year.

ANALYSIS OF NONPERFORMING ASSETS - Nonperforming assets include all nonaccrual,
impaired, and restructured loans, other real estate and other nonperforming
assets owned by the Company. At March 31, 1995, nonperforming assets totaled
$215.7 million, down $16.6 million, or 7.1 percent, from December 31, 1994. The
ratio of nonperforming assets to loans and other real estate improved to .85
percent at March 31, 1995, from .94 percent at December 31, 1994. Significant
decreases occurred in the categories of nonperforming HLT and commercial loans,
primarily as the result of loan repayments.

TABLE 8. Nonperforming Assets by Industry 



                                              MARCH 31     DECEMBER 31 
(Dollars in millions)                             1995            1994 
                                                          
COMMERCIAL: 
 Commercial                                      $19.9           $26.6 
 Real estate: 
  Commercial mortgage                             69.1            71.0 
  Construction                                     2.5             1.6 
 HLTs                                              1.8             9.9 
  Total commercial                                93.3           109.1 
CONSUMER: 
 Residential mortgage                             41.9            43.5 
 Credit card                                      10.2             9.9 
 Other                                             2.7             5.4 
  Total consumer                                  54.8            58.8 
  Total nonperforming loans                      148.1           167.9 
OTHER REAL ESTATE                                 63.7            64.0 
OTHER NONPERFORMING ASSETS                         3.9             0.4 
  Total nonperforming assets                    $215.7          $232.3 



TABLE 9. Interest Rate Swap Hedging Portfolio Notional Balances and Yields by 
         Maturity Date 



At March 31, 1995 (Dollars in millions) 
                                                                            WEIGHTED          WEIGHTED 
                                                                             AVERAGE           AVERAGE 
Receive Fixed Swaps*                                      NOTIONAL     INTEREST RATE     INTEREST RATE 
Maturity Date                                               AMOUNT          RECEIVED              PAID 
                                                                                      
1995 (remaining nine months)                                  $345              7.79%             6.27% 
1996                                                           433              7.96              6.13 
1997                                                           275              6.42              6.15 
1998                                                           406              5.93              6.18 
1999                                                           575              6.88              6.27 
After 1999**                                                   675              6.89              6.23 
Total                                                       $2,709              6.98%             6.21% 

* At March 31, 1995, the Company does not have any swaps in its portfolio 
  which requires it to pay fixed-rate interest. 
**At March 31, 1995, all swaps with a maturity after 1999 hedge fixed-rate 
  subordinated notes. 

Interest Rate Risk Management

The Company's principal objective for interest rate risk management is to 
control the exposure of net interest income to risks associated with interest 
rate movements. The Company uses derivative financial instruments 
("derivatives") to hedge on-balance sheet items and, to a lesser extent, in 
connection with intermediated transactions for customers. The market risk on 
intermediated transactions is limited by entering into generally matching or 
offsetting positions. The Company does not enter into derivative contracts 
for speculative purposes. 

Interest rate risk is measured and reported to the Company's Asset and 
Liability Management Committee ("ALCO") through the use of traditional gap 
analysis which measures the difference between assets and liabilities that 
reprice in a given time period, simulation modeling which produces 
projections of net interest income under various interest rate scenarios and 
balance sheet strategies, and valuation modeling which measures the economic 
value of various components of the balance sheet under various interest rate 
scenarios. The significant assumptions used in these analyses include rate 
sensitivities, prepayment risks, and the timing of changes in prime and 
deposit rates compared with changes in money market rates. 

Including the effect of interest rate swaps, futures, options and other 
hedging instruments, the Company had a cumulative positive repricing gap 
position at one year of $102 million at March 31, 1995, indicating that more 
assets than liabilities reprice within that period. While this analysis is 
useful as a point-in-time measurement of interest rate risk, there are 
certain risks that the repricing gap position does not capture, such as basis 
risk, prepayment risk, and other option risks. Due to these limitations, 
management places a greater reliance on simulation and valuation modeling to 
measure and manage interest rate risk. 

The Company's policy is to maintain a low interest rate risk position by 
limiting the amount of forecasted net interest income at risk over a 12-month 
period assuming an immediate and sustained 100-basis point change in interest 
rates. The Company invests in fixed rate assets or receives the fixed rate 
payment on interest rate swaps as a hedge to maintain acceptable interest 
rate risk levels. 

The derivatives the Company uses to achieve its hedging objectives are 
primarily interest rate swaps, caps, and floors. As of March 31, 1995, the 
Company received payments on $2.7 billion notional amount of interest rate 
swap agreements, based on fixed interest rates, and made payments based on 
variable interest rates. These swaps had an average fixed rate of 6.98 
percent and an average variable rate, which is tied to various LIBOR rates, 
of 6.21 percent. The maturity of these agreements ranged from one month to 
9.6 years with an average remaining maturity of 3.9 years. 

Swaps contributed to the Company's net interest margin by reducing interest 
expense $4.5 million and $25.6 million for the quarters ended March 31, 1995, 
and 1994, respectively. 

Interest rate caps and floors are used similarly by the Company to minimize the
impact of fluctuating interest rates on earnings. The total notional amount of
cap agreements purchased as of March 31, 1995, was $200 million with a strike
level of 3-month LIBOR at 6.00 percent. The premium on caps is amortized over
the life of the cap. The impact of caps on interest income was not material for
the quarters ended March 31, 1995, or March 31, 1994. The total notional amount
of floor agreements purchased as of March 31, 1995, was $950 million with an
average strike level of 3-month LIBOR at 3.50 percent and an average remaining
maturity of 2.7 years. Floors did not materially affect interest income for the
quarters ended March 31, 1995, or March 31, 1994.


TABLE 10. Capital Ratios 



                                                       MARCH 31     DECEMBER 31 
(Dollars in millions)                                      1995            1994 
                                                                   
Common equity                                            $2,651          $2,494 
 As a percent of assets                                     8.1%            7.3% 
Tangible common equity*                                  $2,225          $2,082 
 As a percent of assets                                     6.9%            6.2% 
Total shareholders' equity                               $2,757          $2,612 
 As a percent of assets                                     8.4%            7.7% 
Tier 1 capital                                           $2,219          $2,052 
 As a percent of risk-adjusted assets                       7.7%            7.3% 
Total risk-based capital                                 $3,405          $3,227 
 As a percent of risk-adjusted assets                      11.8%           11.4% 
Leverage ratio                                              6.9             6.2 

*Defined as common equity less goodwill 


Forward contracts, totaling $200 million at March 31, 1995, hedged the 
interest rate risk of the fixed rate mortgage loans originated and held for 
sale by the Company's mortgage subsidiary. The Company enters into foreign 
currency commitments primarily as an intermediary for customers. The Company 
manages its credit risk on derivative contracts through counterparty and 
credit limit approvals and monitoring credit concentration risks. Refer to 
Note I on page 21 for further information on interest rate swaps and options. 

Liquidity Management

The objective of liquidity management is to ensure the continuous 
availability of funds to meet the demands of depositors, investors and 
borrowers. ALCO is responsible for managing these needs while achieving the 
Company's financial objectives. ALCO meets regularly to review funding 
capacity, current and forecasted loan demand and investment opportunities. 
With this information, ALCO supervises funding needs, excess funding 
positions and maintenance of contingent funding sources to achieve a balance 
sheet structure that provides sufficient liquidity. 

Capital Management

The ratio of common equity to assets increased 80 basis points from December 
31, 1994, to 8.1 percent at March 31, 1995. Common equity per share was 
$19.58 at March 31, 1995, compared with $18.63 at December 31, 1994. Total 
equity to assets was 8.4 percent at March 31, 1995, up from 7.7 percent at 
December 31, 1994. The increases are primarily due to earnings retention and 
improvement in the market value of available-for-sale securities. 

Tier 1 and total risk-based capital ratios were 7.7 percent and 11.8 percent 
on March 31, 1995, compared with 7.3 percent and 11.4 percent at December 31, 
1994, respectively. The leverage ratio, the measure of Tier 1 capital to 
total quarterly average assets, also increased to 6.9 percent from 6.2 
percent at the end of 1994. 

On January 18, 1995, and February 15, 1995, the Board of Directors authorized 
repurchase programs of two million and 14 million shares of common stock, 
respectively. The two million share authorization is intended to provide 
shares for stock purchase and option plans and for the purchase acquisition 
of First Western Corporation. One million shares were repurchased and 
subsequently reissued in the first quarter for these purposes. The 14 million 
share authorization is intended to allow the Company to buy back shares in 
connection with the future excess capital retention expected over the next 
two years and is predicated upon such excess capital, as well as for stock 
purchase and option plans. No shares have been repurchased under this 
authorization at March 31, 1995. 

Accounting Changes

Effective January 1, 1995, the Company adopted Statement of Financial Accounting
Standards No. ("SFAS") 114, "Accounting by Creditors for Impairment of a Loan."
This Statement requires creditors to establish a valuation allowance when it is
probable that all the principal and interest due under the contractual terms of
a loan will not be collected. The impairment is measured based on the present
value of expected future cash flows based on the effective interest rate of the
loan, or the observable market price or the fair value of a collateral dependent
loan. This differs from the Company's prior policy in that it requires the
establishment of a valuation allowance for uncollectible interest in addition to
the principal amounts of impaired loans. The Statement also requires the
reclassification of in-substance foreclosures from other real estate to
nonperforming loans for all periods if the Company has not taken possession of
the collateral. The adoption of SFAS 114 did not have a material effect on the
Company.

The Financial Accounting Standards Board recently issued SFAS 121, 
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets 
to Be Disposed Of," which 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 may 
not be recoverable. The impairment is measured based on the present value of 
expected future cash flows from the use of the asset and its eventual 
disposition. If the expected future cash flows are less than the carrying 
amount of the asset, an impairment loss is recognized based on current fair 
values. The Statement is effective for fiscal years ending after December 15, 
1995. The adoption of SFAS 121 is not expected to have a material effect on 
the Company. 

                          CONSOLIDATED BALANCE SHEET 



                                                                                     MARCH 31 DECEMBER 31 
(In millions, except shares)                                                             1995        1994 
                                                                                              
ASSETS
Cash and due from banks                                                              $  1,598    $  1,707
Federal funds sold                                                                         26         135
Securities purchased under agreements to resell                                           227         336
Trading account securities                                                                 90          77
Available-for-sale securities                                                           3,535       5,185
Loans                                                                                  25,215      24,556
 Less allowance for credit losses                                                         470         475
 Net loans                                                                             24,745      24,081
Bank premises and equipment                                                               475         479
Interest receivable                                                                       185         198
Customers' liability on acceptances                                                       189         178
Other assets                                                                            1,642       1,752
  Total assets                                                                       $ 32,712    $ 34,128
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
 Noninterest-bearing                                                                 $  5,346    $  5,933
 Interest-bearing                                                                      18,131      18,323
  Total deposits                                                                       23,477      24,256
Federal funds purchased                                                                 1,839       1,630
Securities sold under agreements to repurchase                                            440         938
Other short-term funds borrowed                                                           650         955
Long-term debt                                                                          2,542       2,684
Acceptances outstanding                                                                   189         178
Other liabilities                                                                         818         875
  Total liabilities                                                                    29,955      31,516
Shareholders' equity:
 Preferred stock                                                                          106         118
 Common stock, par value $1.25 a share-authorized 200,000,000 shares; issued:
  3/31/95 - 135,424,331 shares; 12/31/94 - 134,599,409 shares                             169         168
 Capital surplus                                                                          868         866
 Retained earnings                                                                      1,671       1,593
 Unrealized loss on securities, net of tax                                                (57)       (106)
 Less cost of common stock in treasury: 3/31/95 - 2,976 shares; 12/31/94 - 767,000
   shares                                                                                  --         (27)
  Total shareholders' equity                                                            2,757       2,612
  Total liabilities and shareholders' equity                                         $ 32,712    $ 34,128


                       CONSOLIDATED STATEMENT OF INCOME 




                                                                            THREE MONTHS ENDED 
                                                                           MARCH 31        MARCH 31 
(In millions, except per share data)                                           1995            1994 
                                                                                     
INTEREST INCOME 
Loans                                                                        $547.2          $433.7 
Securities: 
 Taxable                                                                       66.5            71.2 
 Exempt from federal income taxes                                               2.8             3.0 
Other interest income                                                           9.1             6.7 
  Total interest income                                                       625.6           514.6 
INTEREST EXPENSE 
Deposits                                                                      178.4           136.9 
Federal funds purchased and repurchase agreements                              30.9             9.7 
Other short-term funds borrowed                                                10.1             6.3 
Long-term debt                                                                 42.9            25.9 
  Total interest expense                                                      262.3           178.8 
Net interest income                                                           363.3           335.8 
Provision for credit losses                                                    26.0            26.6 
Net interest income after provision for credit losses                         337.3           309.2 
NONINTEREST INCOME 
Credit card fees                                                               51.6            36.0 
Trust fees                                                                     41.7            38.5 
Service charges on deposit accounts                                            32.1            32.2 
Insurance commissions                                                           6.3             5.8 
Other                                                                          47.9            48.9 
  Total noninterest income                                                    179.6           161.4 
NONINTEREST EXPENSE 
Salaries                                                                      112.1           106.5 
Employee benefits                                                              28.5            27.3 
Net occupancy                                                                  25.7            25.5 
Furniture and equipment                                                        23.5            21.4 
Amortization of goodwill and other intangible assets                           14.1            10.7 
FDIC insurance                                                                 13.6            14.6 
Advertising                                                                     6.3             9.5 
Other personnel costs                                                           7.6             8.6 
Professional services                                                           6.6             7.5 
Data processing                                                                 4.3             4.9 
Other real estate                                                                --             0.9 
Other                                                                          62.0            55.7 
  Total noninterest expense                                                   304.3           293.1 
Income from continuing operations before income taxes                         212.6           177.5 
Applicable income taxes                                                        78.8            65.6 
Income from continuing operations                                             133.8           111.9 
Loss from discontinued operations                                                --            (1.2)
Net income                                                                   $133.8          $110.7 
Net income applicable to common equity                                       $131.9          $104.8 
EARNINGS PER COMMON SHARE 
Average common and common equivalent shares                             135,545,733     132,349,979 
Income from continuing operations                                              $.97            $.80 
Loss from discontinued operations                                                --           $(.01) 
Net income                                                                     $.97            $.79 


                CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY 




                                                                                            UNREALIZED 
                                                                                          GAINS/(LOSSES) 
                                       COMMON                                                  ON 
                                       SHARES     PREFERRED  COMMON    CAPITAL   RETAINED  SECURITIES,  TREASURY 
(In millions, except shares)         OUTSTANDING*   STOCK    STOCK     SURPLUS   EARNINGS  NET OF TAXES STOCK**    TOTAL 
                                                                                          
BALANCE DECEMBER 31, 1993            130,408,480   $278.1    $169.8    $852.2    $1,575.4    $  38.0   $(169.4)   $2,744.1
Net Income                                                                          110.7                            110.7
Dividends declared:
 Preferred                                                                           (5.9)                            (5.9)
 Common                                                                             (38.1)                           (38.1)
Purchase of treasury  stock             (860,812)              (0.5)     (8.6)                           (14.8)      (23.9)
Acquisition of Boulevard Bancorp,
 Inc. for common stock, warrants,
 and stock options                     6,227,649                1.9      54.9                            149.4       206.2
Other business acquisitions              526,000                                     (8.1)                16.2         8.1
Issuance of common stock:
 Dividend reinvestment                    51,070                                                           1.6         1.6
 Stock option and stock purchase
  plans                                  283,692                0.1       2.7        (3.1)                 3.8         3.5
 Stock warrants exercised                 23,437                          0.1                                          0.1
Redemption of preferred stock                      (160.0)                           (7.0)                          (167.0)
Change in unrealized
 gains/(losses)                                                                                (57.4)                (57.4)
BALANCE MARCH 31, 1994               136,659,516    118.1     171.3     901.3     1,623.9      (19.4)    (13.2)    2,782.0
BALANCE DECEMBER 31, 1994            133,832,409   $118.1    $168.3    $865.8    $1,592.8    $(106.4)   $(26.7)   $2,611.9
Net Income                                                                          133.8                            133.8
Dividends declared:
 Preferred                                                                           (1.9)                            (1.9)
 Common                                                                             (48.6)                           (48.6)
Purchase of treasury stock            (1,040,475)                                                        (39.7)      (39.7)
Business acquisitions                  1,619,998                0.3       4.3                             52.4        57.0
Issuance of common stock:
 Dividend reinvestment                    57,142                          0.1                              2.1         2.2
 Stock option and stock purchase
  plans                                  926,355                0.7      (2.0)       (3.7)                10.9         5.9
 Stock warrants exercised                 25,926                                     (0.7)                 0.9         0.2
Redemption of preferred stock                       (12.2)                           (1.0)                           (13.2)
Change in unrealized
 gains/(losses)                                                                                 49.8                  49.8
BALANCE MARCH 31, 1995               135,421,355   $105.9    $169.3    $868.2    $1,670.7    $ (56.6)   $ (0.1)   $2,757.4

* Defined as total common shares less common stock held in treasury. 
**Ending treasury shares were 2,976 at March 31, 1995; 767,000 at December 
  31, 1994; 398,337 at March 31, 1994; and 5,391,883 at December 31, 1993. 

                     CONSOLIDATED STATEMENT OF CASH FLOWS 




                                                                                                     THREE MONTHS ENDED 
                                                                                                     MARCH 31     MARCH 31 
(In millions)                                                                                            1995         1994 
                                                                                                            
OPERATING ACTIVITIES 
Net income                                                                                             $133.8       $110.7 
Adjustments to reconcile net income to net cash provided by operating activities: 
 Provision for credit losses                                                                             26.0         26.6 
 Depreciation and amortization of bank premises and equipment                                            19.6         17.8 
 Provision for deferred income taxes                                                                     22.3         14.7 
 Amortization of goodwill and other intangible assets                                                    14.1         10.7 
 Amortization and write-downs of loan servicing related intangibles                                       3.4          9.3 
 Write-downs of other real estate                                                                         0.3          0.6 
 Changes in operating assets and liabilities, excluding the effects of purchase 
  acquisitions: 
   Increase in trading account securities                                                               (13.0)        (5.2) 
   (Increase) decrease in loans held for sale                                                           (24.2)       598.9 
   Decrease (increase) in accrued receivables                                                            25.2        (30.3) 
   Decrease in accrued liabilities                                                                      (10.3)       (58.9) 
 Other - net                                                                                              0.7        (16.0) 
   Net cash provided by operating activities                                                            197.9        678.9 
INVESTING ACTIVITIES 
Net cash provided (used) by: 
 Interest-bearing deposits with banks                                                                    28.9         31.7 
 Loans outstanding                                                                                     (445.6)       394.5 
 Securities purchased under agreements to resell                                                        109.6         37.9 
Available-for-sale securities: 
 Sales                                                                                                1,739.7        318.5 
 Maturities                                                                                             172.0        539.5 
 Purchases                                                                                             (138.5)      (722.1) 
Investment securities: 
 Maturities                                                                                                --        113.4 
 Purchases                                                                                                 --       (233.4) 
Proceeds from sales/repayments of other real estate                                                      10.5         22.2 
Proceeds from sales of bank premises and equipment                                                        1.8          2.1 
Purchases of bank premises and equipment                                                                (16.3)       (13.2) 
Purchases of loans                                                                                       (1.0)      (467.0) 
Cash and cash equivalents of acquired subsidiaries                                                       16.3         72.8 
Business acquisitions, net of cash received                                                                --        (49.8) 
Other - net                                                                                               1.0          8.4 
  Net cash provided by investing activities                                                           1,478.4         55.5 
FINANCING ACTIVITIES 
Net cash provided (used) by: 
 Deposits                                                                                            (1,042.5)    (1,600.1) 
 Federal funds purchased and securities sold under agreements to repurchase                            (288.7)         1.1 
 Short-term borrowings                                                                                 (442.3)       (63.8) 
Purchases of deposits                                                                                      --         11.1 
Long-term debt transactions: 
 Proceeds                                                                                                  --        532.0 
 Principal payments                                                                                     (25.4)      (196.8) 
Redemption of preferred stock                                                                           (13.2)        (0.9) 
Proceeds from dividend reinvestment, stock option, and stock purchase plans                               8.1          5.1 
Purchase of treasury stock                                                                              (39.7)       (23.9) 
Stock warrants exercised                                                                                  0.2          0.1 
Cash dividends                                                                                          (50.5)       (44.0) 
  Net cash used by financing activities                                                              (1,894.0)    (1,380.1) 
  Change in cash and cash equivalents                                                                  (217.7)      (645.7) 
Cash and cash equivalents at beginning of period                                                      1,841.9      2,798.6 
  Cash and cash equivalents at end of period                                                         $1,624.2     $2,152.9 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

NOTE A. Basis of Presentation 

The accompanying consolidated financial statements have been prepared in 
accordance with the instructions to Form 10-Q and, therefore, do not include 
all information and footnotes necessary for a complete presentation of 
financial position, results of operations, and cash flow activity required 
under generally accepted accounting principles. In the opinion of management 
of the Company, all adjustments (consisting only of normal recurring 
accruals) necessary for a fair presentation of results have been made and the 
Company believes such presentation is adequate to make the information 
presented not misleading. For further information, refer to the Company's 
Current Report on Form 8-K filed March 3, 1995, which includes a copy of the 
Company's restated consolidated financial statements and footnotes for the 
year ended December 31, 1994, which give effect to the acquisition of 
Metropolitan Financial Corporation, as discussed in Note C below. Certain 
amounts in prior periods have been reclassified to conform to the current 
presentation. 

NOTE B. Accounting Changes 

ACCOUNTING BY CREDITORS FOR  IMPAIRMENT OF A LOAN - In January 1995, the Company
adopted   Statement  of  Financial   Accounting   Standards  No.  ("SFAS")  114,
"Accounting  by  Creditors  for  Impairment  of a Loan."  The  adoption  of this
Statement,  which  did not  have a  material  effect  on the  Company,  requires
creditors to establish a valuation  allowance  when it is probable  that all the
principal  and  interest due under the  contractual  terms of a loan will not be
collected.  The  impairment  is measured  based on the present value of expected
future cash flows based on the loan's effective interest rate, or the observable
market price or the fair value of a collateral dependent loan. Accordingly,  the
Company established a valuation allowance for uncollectible interest in addition
to  the  principal   amounts  of  impaired  loans.  In  addition,   in-substance
foreclosures, where the Company has not taken possession of the collateral, were
reclassified from other real estate to nonperforming loans for all periods.

ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED  ASSETS AND FOR LONG-LIVED ASSETS TO
BE DISPOSED OF - The Financial  Accounting  Standards Board recently issued SFAS
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to Be Disposed  Of," which  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  may not be
recoverable.  The  impairment is measured based on the present value of expected
future cash flows from the use of the asset and its eventual disposition. If the
expected  future cash flows are less than the carrying  amount of the asset,  an
impairment  loss is  recognized  based on current fair values.  The Statement is
effective for fiscal years ending after  December 15, 1995. The adoption of SFAS
121 is not expected to have a material effect on the Company.

NOTE C. Business Combinations and Discontinued Operations 

METROPOLITAN  FINANCIAL  CORPORATION - Effective  December 23, 1994, the Company
received  all  regulatory  approvals  on the  previously  announced  merger with
Metropolitan  Financial  Corporation  ("MFC"),  a  regional  financial  services
holding company  headquartered in Minneapolis,  Minnesota.  On January 24, 1995,
the  Company   issued   approximately   21.7  million  shares  to  complete  the
transaction.  As of December 31,  1994,  MFC had  approximately  $7.9 billion in
assets,  $5.5 billion in deposits and 211 offices  principally  in North Dakota,
Minnesota,  Nebraska,  Iowa, Kansas, South Dakota,  Wisconsin,  and Wyoming. The
Company  used the pooling of  interests  method to account for the  transaction.
Accordingly,  the  Company's  financial  statements  have been  restated for all
periods  prior to the merger to include the accounts and  operations of MFC. The
operations of Edina Realty,  Inc., MFC's real estate brokerage  subsidiary,  are
accounted for as discontinued operations because the Company expects to sell the
subsidiary within two years to comply with regulations which restrict nonbanking
activities.

Operating  results of the Company and MFC for the three  months  ended March 31,
1994, prior to restatement are:



                                                          THREE MONTHS ENDED 
(In millions)                                                 MARCH 31, 1994 
                                                                  
The Company 
 Net interest income                                                  $281.3 
 Net income                                                             98.5 
MFC 
 Net interest income                                                    54.5 
 Loss from discontinued operations                                      (1.2)
 Net income                                                             12.2 
Combined 
 Net interest income                                                   335.8 
 Loss from discontinued operations                                      (1.2)
 Net income                                                            110.7 


BOULEVARD  BANCORP,  INC.  - On  March  25,  1994,  the  Company  completed  the
acquisition of Boulevard Bancorp, Inc. ("Boulevard"),  a $1.6 billion commercial
bank holding company headquartered in Chicago, Illinois, which was accounted for
as a purchase.  Under the terms of the purchase agreement, 6.2 million shares of
the Company's common stock were issued and Boulevard's outstanding stock options
and warrants  were  converted  into stock options and warrants for the Company's
common stock,  at the same  conversion  rate.  The Company  bought back existing
shares of its common stock approximately equal to the number of shares issued at
the time of closing of the Boulevard  acquisition.  The results of operations of
Boulevard are included in the Company's  Consolidated  Statement of Income since
the date of acquisition.

The  following  pro forma  operating  results  of the  Company  assume  that the
Boulevard  acquisition had occurred on January 1, 1994. In addition to combining
the historical results of operations of the two companies, the pro forma results
include  adjustments  for the  estimated  effect of purchase  accounting  on the
Company's results, principally amortization of intangibles.



                                                              THREE MONTHS ENDED 
(In millions, except per-share amounts)                           MARCH 31, 1994 
                                                                       
Net interest income                                                       $347.8 
Loss from discontinued operations                                           (1.2)
Net income                                                                  94.6 
Net income per share                                                         .64 


The pro forma  information  may not be  indicative  of the results that actually
would have occurred if the combination had been in effect on the dates indicated
or which may be obtained in the future.

OTHER ACQUISITIONS - On March 16, 1995, the Company completed the acquisition of
First Western Corporation,  parent company of Western Bank, with $317 million in
assets and nine branches in and around Sioux Falls,  South Dakota.  On March 25,
1994,  the  Company  completed  the  acquisition  of  Rocky  Mountain  Financial
Corporation,  a $537 million  savings bank holding  company located in Cheyenne,
Wyoming. Both of these acquisitions were accounted for as purchases.

NOTE D. Securities 

The detail of the amortized cost and fair value of available-for-sale 
securities consisted of the following: 



                                   MARCH 31, 1995         DECEMBER 31, 1994 
                                  AMORTIZED      FAIR     AMORTIZED      FAIR 
(In millions)                          COST     VALUE          COST     VALUE 
                                                           
U.S. Treasury                        $1,004      $971        $1,177    $1,113 
Mortgage-backed 
securities                            1,945     1,877         3,400     3,297 
Other U.S. agencies                     236       230           333       323 
State and political                     178       183           178       181 
Other                                   263       274           269       271 
 Total                               $3,626    $3,535        $5,357    $5,185 


NOTE E. Loans 

The composition of the loan portfolio was as follows: 




                                                   MARCH 31     DECEMBER 31 
(In millions)                                          1995            1994 
                                                              
COMMERCIAL: 
 Commercial                                          $7,830          $7,002 
 Financial institutions                                 559             787 
 Real estate: 
  Commercial mortgage                                 2,461           2,454 
  Construction                                          374             330 
 HLTs                                                   348             283 
   Total commercial loans                            11,572          10,856 
CONSUMER: 
 Residential mortgage                                 5,060           5,098 
 Residential mortgage held for sale                     180             197 
 Home equity and second mortgage                      2,505           2,453 
 Credit card                                          2,248           2,409 
 Automobile                                           1,837           1,770 
 Revolving credit                                       737             725 
 Installment                                            699             712 
 Student loans held for sale                            377             336 
   Total consumer loans                              13,643          13,700 
   Total loans                                      $25,215         $24,556 


At March 31, 1995, the recorded investment in loans considered impaired under 
SFAS 114 was $93 million, which was included in nonaccrual loans. Of this 
amount, $3 million was measured using the present value of expected future 
cash flows, $82 million using the fair value of the loans' collateral, and $8 
million was below the Company's threshold for valuing individual loans. The 
carrying value of the impaired loans was greater than or equal to the present 
value of expected future cash flows and, accordingly, no allowance for credit 
losses was specifically allocated to impaired loans. For the quarter ended 
March 31, 1995, the average recorded investment in impaired loans was 
approximately $101 million. No interest income was recognized on these 
impaired loans during the quarter. 

NOTE F. Long-Term Debt 

Long-term debt (debt with original maturities of more than one year) 
consisted of the following: 



                                                                       MARCH 31    DECEMBER 31 
(In millions)                                                              1995           1994 
                                                                                  
Floating-rate subordinated capital notes - due November 29, 1996           $150           $150 
Fixed-rate 8.25% subordinated notes - due October 1, 1999                    86             86 
Fixed-rate 6.625% subordinated notes - due May 15, 2003                     100            100 
Fixed-rate 6.00% subordinated notes - due October 15, 2003                  100            100 
Fixed-rate 7.55% subordinated notes - due June 15, 2004                     100            100 
Fixed-rate 8.00% subordinated notes - due July 2, 2004                      125            125 
Fixed-rate 8.35% subordinated notes - due November 1, 2004                  100            100 
Step-up subordinated notes - due August 15, 2005                            100            100 
Floating-rate subordinated notes - due November 30, 2010                    107            107 
Federal Home Loan Bank advances                                             971          1,088 
Medium-term notes (6.125% to 9.89%) - maturities to November 1997           492            514 
Other                                                                       111            114 
  Total                                                                  $2,542         $2,684 


NOTE G. Shareholders' Equity 

On January 18, 1995, and February 15, 1995, the Board of Directors authorized 
repurchase programs of two million and 14 million shares of common stock, 
respectively. The two million share authorization is intended to provide 
shares for stock purchase and option plans and for the purchase acquisition 
of First Western Corporation. One million shares were repurchased and 
subsequently reissued in the first quarter for these purposes. The 14 million 
share authorization is intended to allow the Company to buy back shares in 
connection with the future excess capital retention expected over the next 
two years and is predicated upon such excess capital, as well as for stock 
purchase and option plans. No shares have been repurchased under this 
authorization at March 31, 1995. 

On January 19, 1994, the Board of Directors authorized the redemption of the 
1989A and 1989B series of preferred stock. This redemption is reflected in 
the March 31, 1994, capital ratios. 

NOTE H. Income Taxes 

The components of income tax expense were: 



                                            THREE MONTHS ENDED 
                                          MARCH 31    MARCH 31 
(In millions)                                 1995        1994 
                                                  
FEDERAL: 
 Current tax                                 $52.8       $41.6 
 Deferred tax provision                       18.3        13.9 
  Federal income tax                          71.1        55.5 
STATE: 
 Current tax                                   3.7         9.3 
 Deferred tax provision                        4.0         0.8 
  State income tax                             7.7        10.1 
Total income tax provision                   $78.8       $65.6 


The reconciliation between income tax expense and the amount computed by 
applying the statutory federal income tax rate was as follows: 



                                                              THREE MONTHS ENDED 
                                                            MARCH 31    MARCH 31 
(In millions)                                                   1995        1994 
                                                                     
Tax at statutory rate (35%)                                    $74.4       $62.1 
State income tax, net of federal tax benefit                     5.0         6.5 
Tax effect of: 
 Tax-exempt interest: 
  Loans                                                         (1.3)       (1.4) 
  Securities                                                    (1.0)       (1.0) 
 Amortization of goodwill                                        3.4         1.9 
 Other items                                                    (1.7)       (2.5) 
Applicable income taxes                                        $78.8       $65.6 


At March 31, 1995, the Company's net deferred tax asset was $312.8 million, 
compared with $363.0 million at December 31, 1994. 

NOTE I. Commitments, Contingent Liabilities and Off-Balance Sheet Financial 
        Instruments 

The Company uses various financial instruments that have off-balance sheet 
risk in the normal course of business to meet the financing needs of its 
customers and to manage its interest rate risk. The contract or notional 
amounts of these financial instruments were as follows: 



                                                                   MARCH 31    DECEMBER 31 
(In millions)                                                          1995           1994 
                                                                              
Commitments to extend credit: 
 Commercial                                                          $6,507         $7,006 
 Corporate and purchasing cards                                       3,740          3,210 
 Consumer credit card                                                 8,609          7,875 
 Other consumer                                                       2,736          2,628 
Letters of Credit: 
 Standby                                                              1,325          1,321 
 Commercial                                                             164            175 
Interest rate swap contracts: 
 Hedge                                                                2,709          2,674 
 Intermediated                                                          127            127 
Interest rate options contracts: 
 Hedge interest rate floors purchased                                   950            950 
 Hedge interest rate caps purchased                                     200            250 
 Intermediated interest rate caps and floors purchased                  121            127 
 Intermediated interest rate caps and floors written                    121            127 
Liquidity support guarantees and forward and option contracts           353            338 
Foreign currency commitments: 
 Commitments to purchase                                              1,062            941 
 Commitments to sell                                                  1,062            941 
Mortgages sold with recourse                                            306            312 
Commitment to sell loans                                                780            935 


The Company enters into interest rate swap contracts to hedge its balance 
sheet for risks caused by fluctuations in interest rates and as an 
intermediary for customers. Activity for the three months ending March 31, 
1995, with respect to interest rate swaps which the Company uses to hedge 
medium-term notes, subordinated debt, deposit notes, long-term certificates 
of deposit, deposit accounts, and savings certificates was as follows: 



(In millions) 
                                                            
Notional amount outstanding at December 31, 1994               $2,674 
Additions                                                         150 
Maturities                                                        115 
 Notional amount outstanding at March 31, 1995                 $2,709 


For interest rate swaps designated as hedges, the weighted average interest 
rates to be paid were 6.21 percent and 6.09 percent at March 31, 1995, and 
December 31, 1994, respectively. At these same dates, the weighted average 
interest rates to be received were 6.98 percent and 6.91 percent. The Company 
is a receiver of fixed and payer of floating on all hedges as of March 31, 
1995. The amortization of deferred gains and losses increased net interest 
income by $.4 million in the first quarter of 1995 and decreased net interest 
income by $.3 million in the first quarter of 1994. Net unamortized deferred 
gains and losses were $6.0 million at March 31, 1995. The Company will 
amortize these gains and losses through the year 2000. Interest rate floors 
totaling $950 million with an average remaining maturity of 2.7 years at 
March 31, 1995, and 3.0 years at December 31, 1994, hedged floating rate 
commercial loans. For interest rate floors designated as hedges, the strike 
rate ranged from 3.25 to 4.0 at March 31, 1995, and December 31, 1994. At 
March 31, 1995, the total notional amount of caps purchased was $200 million 
with a strike level of 3-month LIBOR at 6.00 percent. The total notional 
amount of caps purchased at December 31, 1994, was $250 million with an 
average strike level of 3-month LIBOR at 6.10 percent. 

NOTE J. Supplemental Information to the Consolidated Financial Statements 

CONSOLIDATED  BALANCE SHEET - Time  certificates of deposit in  denominations of
$100,000 or more totaled  $1,240  million and $1,318  million at March 31, 1995,
and December 31, 1994, respectively.

CONSOLIDATED STATEMENT OF CASH FLOWS - Listed below are supplemental disclosures
to the Consolidated Statement of Cash Flows.



                                                                    THREE MONTHS ENDED 
                                                                         MARCH 31 
(In millions)                                                        1995         1994 
                                                                      
Income taxes paid                                                 $  36.9    $    10.7
Interest paid                                                       244.0        185.0
Net noncash transfers to foreclosed property                          8.8          8.8
Noncash transfer to other liabilities resulting
 from notification to shareholders of preferred stock redemption       --        166.1
Change in unrealized gain (loss) on available-for-sale
 securities, net of taxes of $30.8 in 1995 and $32.6 in 1994         49.8        (57.4)
Cash acquisitions of businesses:
 Fair value of noncash assets acquired                            $    --    $   529.0
 Liabilities assumed                                                   --       (479.2)
  Net                                                             $    --    $    49.8
Stock acquisitions of businesses:
 Fair value of noncash assets acquired                            $ 329.3    $ 1,674.0
 Net cash acquired                                                   16.3         72.8
 Liabilities assumed                                               (288.6)    (1,540.6)
  Net value of common stock issued                                $  57.0    $   206.2


    CONSOLIDATED DAILY AVERAGE BALANCE SHEET AND RELATED YIELDS AND RATES 




                                                              1995                                 1994

                                                                                                                           % CHANGE
                                                                           INTEREST                         INTEREST        AVERAGE
                                                                             YIELDS                           YIELDS        BALANCE
For the three months ended March 31                                             AND                              AND       INCREASE
(In millions)                                    BALANCE     INTEREST         RATES     BALANCE  INTEREST      RATES     (DECREASE)
ASSETS 
                                                                                                          
Securities: 
 U.S. Treasury                                   $ 1,065       $ 16.2          6.17%    $ 1,676    $ 21.8       5.28%        (36.5)%
 Mortgage-backed securities                        2,464         41.6          6.85       2,759      41.9       6.16         (10.7) 
 State & political subdivisions                      175          4.6         10.66         193       5.0      10.51          (9.3) 
 U.S. agencies and other                             551          8.3          6.11         430       5.8       5.47          28.1 
  Total securities                                 4,255         70.7          6.74       5,058      74.5       5.97         (15.9) 
  Unrealized gain/(loss) on 
    available-for-sale securities                   (138)                                    51
   Net securities                                  4,117                                  5,109 
Trading account securities                            82          1.1          5.44          64        .6       3.80          28.1 
Federal funds sold and resale agreements             311          4.6          6.00         547       4.3       3.19         (43.1) 
Loans: 
 Commercial: 
  Commercial                                       7,496        165.1          8.93       6,253     105.6       6.85          19.9 
  Financial institutions                             724          6.9          3.87       1,715      11.7       2.77         (57.8) 
  Real estate: 
   Commercial mortgage                             2,444         51.5          8.55       2,262      45.7       8.19           8.0 
   Construction                                      357          8.2          9.32         234       4.2       7.28          52.6 
   Total commercial                               11,021        231.7          8.53      10,464     167.2       6.48           5.3 
 Consumer: 
  Residential mortgage                             5,069         96.1          7.69       5,312      98.5       7.52          (4.6) 
  Residential mortgage held for sale                 174          3.5          8.16         680      11.2       6.68         (74.4) 
  Home equity and second mortgage                  2,445         56.7          9.40       1,954      38.8       8.05          25.1 
  Credit card                                      2,294         71.5         12.64       1,736      56.2      13.13          32.1 
  Other                                            3,589         89.7         10.14       2,910      64.0       8.92          23.3 
   Total consumer                                 13,571        317.5          9.49      12,592     268.7       8.65           7.8 
   Total loans                                    24,592        549.2          9.06      23,056     435.9       7.67           6.7 
 Allowance for credit losses                         478                                    480                                (.4) 
  Net loans                                       24,114                                 22,576                                6.8 
Other earning assets                                 226          3.5          6.28         245       3.0       4.97          (7.8) 
   Total earning assets*                          29,466        629.1          8.66      28,970     518.3       7.26           1.7 
Cash and due from banks                            1,677                                  1,718                               (2.4) 
Other assets                                       2,175                                  1,900                               14.5 
   Total assets                                  $32,702                                $32,159                                1.7% 
LIABILITIES AND SHAREHOLDERS' EQUITY 
 Noninterest-bearing deposits                     $5,511                                 $6,669                              (17.4)%
 Interest-bearing deposits: 
  Interest checking                                2,967         12.4          1.69       3,087      10.4       1.37          (3.9) 
  Money market accounts                            3,739         34.3          3.72       4,161      25.1       2.45         (10.1) 
  Other savings accounts                           1,933         12.2          2.56       1,937      10.9       2.28           (.2) 
  Savings certificates                             8,347        102.3          4.97       7,638      71.0       3.77           9.3 
  Certificates over $100,000                       1,078         17.2          6.47       1,419      19.5       5.57         (24.0) 
   Total interest-bearing deposits                18,064        178.4          4.01      18,242     136.9       3.04          (1.0) 
Short-term borrowings                              2,801         41.0          5.94       1,682      16.0       3.86          66.5 
Long-term debt                                     2,669         42.9          6.52       1,973      25.9       5.32          35.3 
   Total interest-bearing liabilities             23,534        262.3          4.52      21,897     178.8       3.31           7.5 
Other liabilities                                  1,020                                    875                               16.6 
Preferred equity                                     106                                    221                              (52.0) 
Common equity                                      2,623                                  2,467                                6.3 
Unrealized gain/(loss) on available-for-sale 
 securities, net of taxes                            (92)                                    30                             (406.7) 
   Total liabilities and shareholders' equity    $32,702                                $32,159                                1.7% 
Net interest income                                            $366.8                              $339.5 
Gross interest margin                                                          4.14%                            3.95% 
Gross interest margin without taxable- 
 equivalent increments                                                         4.09%                            3,89% 
Net interest margin                                                            5.05%                            4.75% 
Net interest margin without taxable- 
 equivalent increments                                                         5.00%                            4.70% 





Interest and rates are presented on a fully taxable-equivalent basis under a 
tax rate of 35 percent. 

Interest income and rates on loans include loan fees. Nonaccrual loans are 
included in average loan balances. 

* Before deducting the allowance for credit losses and excluding the 
  unrealized gain/(loss) on available-for-sale securities. 

PART II -- OTHER INFORMATION

ITEM 4.  SUBMISSION  OF MATTERS TO A VOTE OF SECURITY  HOLDERS - The 66th Annual
Meeting of Shareholders of First Bank System, Inc. was held on Wednesday,  April
26, 1995, at the Minneapolis  Convention Center.  John F. Grundhofer,  Chairman,
President and Chief Executive Officer, presided.

The holders of 115,834,705 shares of common stock, 87 percent of the 133,374,350
outstanding  shares entitled to vote, were  represented at the meeting in person
or by proxy.  The candidates  for election as Class III Directors  listed in the
proxy  statement  were elected to serve  three-year  terms  expiring at the 1998
annual  shareholders'  meeting.  The  tabulation  for each nominee for office is
listed in the table below.

The  proposal to ratify the  appointment  of Ernst & Young LLP as the  Company's
independent  auditors for the year ending  December 31, 1995, was approved.  The
proposal  to amend the  Company's  1991 Stock  Incentive  Plan to provide for an
increase  in the number of stock  options  automatically  granted at the date of
each  Annual  Meeting of  Stockholders  and to provide  for the grant of certain
"reload"  options to  nonemployee  directors  was approved.  The 1995  Executive
Incentive Plan was approved.

SUMMARY OF MATTERS VOTED UPON BY SHAREHOLDERS



                                                                                               
                                                                                 NUMBER OF SHARES 

                                                           IN FAVOR                 WITHHELD 
Election of Class III Directors: 
    John F. Grundhofer                                  115,329,085                  505,620 
    Delbert W. Johnson                                  115,344,781                  489,924 
    John H. Kareken                                     115,321,271                  513,434 
    Kenneth A. Macke                                    115,289,206                  545,499 

                                                           IN FAVOR                  AGAINST    ABSTAINED  NON VOTE 
Other Matters: 
 Ratification of appointment of Ernst & Young LLP 
   as independent auditors                              115,232,026                  328,008      274,671       -- 
 Amendments to 1991 Stock Incentive Plan                 94,668,524               19,965,192    1,200,989       -- 
 Approval of 1995 Executive Incentive Plan              107,074,303                7,622,647    1,137,755       -- 


For a copy of the meeting minutes, please write to the Office of the Secretary,
         First Bank System, P.O. Box 522, Minneapolis, Minnesota 55480.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS

10A First Bank System, Inc. 1991 Stock Incentive Plan, as amended* 
10B First Bank System, Inc. 1995 Executive Incentive Plan* 
10C First Bank System, Inc. Nonqualified Supplemental Executive Retirement 
    Plan, as amended* 
11 Computation of Primary and Fully Diluted Net Income Per Common Share 
12 Computation of Ratio of Earnings to Fixed Charges 
27 Article 9 Financial Data Schedule* 

(b) REPORTS ON FORM 8-K

During the three months ended March 31, 1995, the Company filed the following 
reports on Form 8-K: 

     Form 8-K/A filed  February 13, 1995,  amending the Form 8-K filed on August
     5, 1994, to include revised pro forma financial information.

     Form 8-K  filed  March 3,  1995,  which  includes  the  Company's  restated
     consolidated financial statements and Management's  Discussion and Analysis
     of  Financial  Condition  and  Results  of  Operations  for the year  ended
     December  31,  1994,  to give  effect to the  acquisition  of  Metropolitan
     Financial Corporation.

     Form 8-K/A filed on March 7, 1995,  amending the Form 8-K filed on March 3,
     1995, which was originally filed with a technical EDGAR error.

*Copies of this exhibit will be furnished upon request and payment of the 
 Company's reasonable expenses in furnishing the exhibit. 

                                  SIGNATURE 

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 BANK SYSTEM, INC. 
/s/ DAVID J. PARRIN 
By: David J. Parrin 
Senior Vice President & Controller 
(Chief Accounting Officer and Duly Authorized Officer) 

May 12, 1995 

First Bank System 
P.O. BOX 522 
MINNEAPOLIS, MINNESOTA 
55480 
First Class 
U.S. Postage 
PAID 
Permit No. 2440 
Minneapolis, MN 

                            SHAREHOLDER INQUIRIES 

STOCK AND DIVIDEND INFORMATION 
FOR MATTERS RELATED SPECIFICALLY TO FIRST BANK SYSTEM STOCK RECORDS OR 
DIVIDEND PAYMENTS, CONTACT THE OFFICE OF THE CORPORATE SECRETARY, (612) 
973-0334. 

DIVIDEND REINVESTMENT 

FOR INFORMATION REGARDING FIRST BANK SYSTEM'S DIVIDEND REINVESTMENT PLAN, 
CONTACT FIRST CHICAGO TRUST COMPANY OF NEW YORK, P.O. BOX 13531, NEWARK, NEW 
JERSEY 07188-0001, (800) 446-2617. 

FINANCIAL INFORMATION 

FOR FURTHER INFORMATION CONTACT JOHN DANIELSON, SENIOR VICE PRESIDENT, (612) 
973-2261, OR KARIN GLASGOW, ASSISTANT VICE PRESIDENT, (612) 973-2264.