FILED PURSUANT TO RULE 424(b)(3)
                                                       REGISTRATION NO. 33-50054

PROSPECTUS SUPPLEMENT NO. 5 
(TO PROSPECTUS DATED JANUARY 28, 1992)
 
                      [LOGO OF FIRST INTERSTATE BANCORP]

                 DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
 
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  This Prospectus Supplement No. 5 relates to the Prospectus dated January 28,
1992 for the Dividend Reinvestment and Stock Purchase Plan (the "Plan") of
First Interstate Bancorp (the "Company"), and to a change in the address of the
Plan Administrator and the incorporation of certain documents by reference.
 
  The following documents filed with the Commission by the Company (File No. 1-
4114) are incorporated in this Prospectus Supplement No. 5 by reference: (1)
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1994; (2) the Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1995; and (3) the Company's Current Reports on Form 8-K dated
February 17, 1995, March 24, 1995 and May 1, 1995 and on Form 8-K/A dated May
26, 1995. Written requests of a copy of any of the documents incorporated by
reference in the Prospectus should be directed to David S. Belles, Executive
Vice President and Controller of First Interstate Bancorp, First Interstate
Bank of Arizona, N.A., Corporate Controllers Group, Dept. 497, P.O. Box 29791,
Phoenix, Arizona 85038-9791, telephone (602) 949-4974.
 
  The address of First Interstate Bank of California, the Plan Administrator,
has been changed to P.O. Box 60975, Los Angeles, California 90060. The
telephone number set forth in the Prospectus remains the same.
 
  The investment of optional cash payments and the 3% discount on shares of
Common Stock purchased under the Plan continue to be suspended indefinitely, as
provided in Prospectus Supplement Nos. 3 and 4, respectively.
 
  In all other respects, the Prospectus remains in full force and effect.
 
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 THESE SECURITIES HAVE NOT BEEN APPROVED  OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE  COMMISSION  OR  ANY  STATE  SECURITIES  COMMISSION  NOR  HAS  THE
   SECURITIES  AND EXCHANGE  COMMISSION OR ANY  STATE SECURITIES  COMMISSION
     PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR
      THE PROSPECTUS. ANY REPRESENTA- TION  TO THE CONTRARY IS A CRIMINAL
       OFFENSE.
 
 THE COMMISSIONER OF INSURANCE OF THE STATE OF NORTH CAROLINA HAS NOT APPROVED
  OR  DISAPPROVED THIS  OFFERING NOR  HAS  THE COMMISSIONER  PASSED UPON  THE
   ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS.
 
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            The date of this Prospectus Supplement is July 19, 1995