SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                          --------------------------


                                   FORM 8-K

                                CURRENT REPORT
                     filed pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

       Date of report (Date of earliest event reported): April 24, 1995



                            FIRST BANK SYSTEM, INC.
                            -----------------------
            (Exact name of registrant as specified in its charter)


          Delaware                       1-6880                  41-0255900 
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(State or other jurisdiction          (Commission             (I.R.S. Employer
     of incorporation)                File Number)           Identification No.)



    First Bank Place, 601 Second Avenue South                       55402
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    (Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code         (612) 973-1111
                                                    ----------------------------

                                      N/A
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        (Former name or former address, if changed since last report.)



                               Page 1 of 45 Pages
                            Exhibit Index on Page 4

 
Item 5.   Other Events.
          ------------ 

          First Bank System, Inc. (the "Company") has entered into an
Underwriting Agreement, dated April 17, 1995, with Donaldson, Lufkin & Jenrette
Securities Corporation, Dain Bosworth Incorporated and Piper Jaffray Inc. for
the public offering of $150,000,000 aggregate principal amount of its 7-5/8%
Subordinated Notes due May 1, 2005 (the "Notes") to be issued pursuant to that
certain Indenture dated as of October 1, 1991 between the Company and Citibank,
N.A., as Trustee, as amended by the First Supplemental Indenture dated as of
April 1, 1993 (as so amended, the "Indenture") and the Officers' Certificate
dated April 24, 1995, pursuant to Sections 201 and 301 of the Indenture.  The
Notes have been registered under the Securities Act of 1933, as amended, by
registration statement on Form S-3, File No. 33-51407.

Item 7.   Financial Statements and Exhibits.
          --------------------------------- 

     (c)  Exhibits.

     1.1  Underwriting Agreement, dated April 17, 1995, between the Company and
          Donaldson, Lufkin & Jenrette Securities Corporation, Dain Bosworth
          Incorporated and Piper Jaffray Inc.

     4.2  Officers' Certificate dated April 24, 1995 pursuant to Sections 201
          and 301 of the Indenture dated as of October 1, 1991, as amended by a
          First Supplemental Indenture dated as of April 1, 1993, between the
          Company and Citibank, N.A., as Trustee (excluding exhibits thereto).

     4.3  Specimen Note.

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          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 hereunto duly authorized.

Date: April 25, 1995


                                    FIRST BANK SYSTEM, INC.


                                    By  /s/ David J. Parrin
                                       ----------------------------------
                                       David J. Parrin
                                       Senior Vice President & Controller

                                      -3-

 
                               INDEX TO EXHIBITS
                               -----------------

(c)  Exhibits                                                           Page No.
     --------                                                           --------

1.1  Underwriting Agreement, dated April 17, 1995, between
     the Company and Donaldson, Lufkin & Jenrette Securities
     Corporation, Dain Bosworth Incorporated and Piper Jaffray Inc. ...    5

4.2  Officers' Certificate dated April 24, 1995 pursuant to
     Sections 201 and 301 of the Indenture dated as of
     October 1, 1991, as amended by a First
     Supplemental Indenture dated as of April 1, 1993,
     between the Company and Citibank,
     N.A., as Trustee (excluding exhibits).............................    36

4.3  Specimen Note.....................................................    39

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