Exhibit 99.20
 
         CONSENT OF MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
 
    We hereby consent to the use of our opinion letter, to be dated the date of
the Joint Proxy Statement-Prospectus, to the Board of Directors of First Bank
System, Inc. included as Appendix D to the Joint Proxy Statement-Prospectus
which forms a part of the Registration Statement on Form S-4 relating to the
proposed merger of U.S. Bancorp, Inc. with and into First Bank System, Inc. and
to the references to our firm and to such opinion in such Joint Proxy
Statement-Prospectus. In giving such consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder, nor do we thereby admit that we
are experts with respect to any part of such Registration Statement within the
meaning of the term "experts" as used in the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission
thereunder.
 
                                          Merrill Lynch, Pierce, Fenner & Smith
                                          Incorporated
 
June 17, 1997