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                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                  FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(G)
OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE
REPORTS UNDER SECTIONS 13 AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                          Commission File Number      1-4114

                          FIRST INTERSTATE BANCORP
                 (by its successor, WELLS FARGO & COMPANY)
           (Exact Name of Registrant as specified in its charter)


                           420 Montgomery Street
                      San Francisco, California  94163
                               (415) 477-1000          
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)


      Common Stock, $2.00 par value per share, of First Interstate Bancorp
      9.875% Preferred Stock, Series F, liquidation preference $200 per share,
 of First Interstate Bancorp
      9.0% Preferred Stock, Series G, liquidation preference $200 per share,
 of First Interstate Bancorp 
          (Title of each class of securities covered by this Form)


                                    None           
(Titles of all other classes of securities for which a duty to file reports
under section 13(a) or 15(d) remains)


      Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i)    [x]          Rule 12h-3(b)(1)(i)       [x]
Rule 12g-4(a)(1)(ii)   [ ]          Rule 12h-3(b)(1)(ii)      [ ]
Rule 12g-4(a)(2)(i)    [ ]          Rule 12h-3(b)(2)(i)       [ ]
Rule 12g-4(a)(2)(ii)   [ ]          Rule 12h-3(b)(2)(ii)      [ ]
                                    Rule 15d-6                [ ]


      Approximate number of holders of record as of the certification or
notice date:      0  


      Pursuant to the requirements of the Securities Exchange Act of 1934,
First Interstate Bancorp has caused this certification/notice to be signed
on its behalf by the undersigned duly authorized person.

                                            First Interstate Bancorp
                                            By:  Wells Fargo & Company


      April 1, 1996                         By:   /s/ Guy Rounsaville, Jr.
                                               Name:  Guy Rounsaville, Jr.
                                               Title: Secretary