SC 14D9/A

                       SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                              AMENDMENT NO. 9
                                     TO
                               SCHEDULE 14D-9

                      Solicitation/Recommendation Statement
                       Pursuant to Section 14(d)(4) of the
                         Securities Exchange Act of 1934

                           FIRST INTERSTATE BANCORP
                          (Name of Subject Company)

                          FIRST INTERSTATE BANCORP
                     (Name of Person Filing Statement)

                  COMMON STOCK, PAR VALUE $2.00 PER SHARE
            (INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
                       (Title of Class of Securities)

                                320548100
                  (CUSIP Number of Class of Securities)

                        WILLIAM J. BOGAARD, ESQ.
               EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                        FIRST INTERSTATE BANCORP
                         633 WEST FIFTH STREET
                         LOS ANGELES, CA 90071
                            (213) 614-3001
             (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
             AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS
               ON BEHALF OF THE PERSON FILING STATEMENT)

                               COPY TO:

                       FRED B. WHITE III, ESQ.
               SKADDEN, ARPS, SLATE, MEAGHER & FLOM
                           919 THIRD AVENUE
                       NEW YORK, NEW YORK 10022
                          (212) 735-3000


                    First Interstate Bancorp ("First Interstate")
          hereby amends and supplements its statement on Schedule
          14D-9 initially filed with the Securities and Exchange
          Commission on November 20, 1995, as amended by Amendments
          No. 1 through No. 8 thereto (the "Schedule 14D-9"). 
          Unless otherwise indicated herein, each capitalized term
          used but not defined herein shall have the meaning
          assigned to such term in the Schedule 14D-9.

          ITEM 7.   CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE
          SUBJECT COMPANY

                    The information set forth in this Item 7 of the
          Schedule 14D-9 is hereby amended and supplemented by the
          following information:

                    As previously disclosed, on January 19, 1996,
          the First Interstate Board determined to exercise its
          right under the Merger Agreement to authorize management
          and First Interstate's legal and financial advisors to
          provide Wells with nonpublic information concerning First
          Interstate and to participate in discussions and
          negotiations with Wells concerning the possibility of a
          merger of the two companies.  Thereafter, First
          Interstate and Wells commenced discussions and
          negotiations with respect to a possible merger.  On
          January 22, 1996, FBS sent a letter to First Interstate
          alleging that First Interstate had breached the Merger
          Agreement.   In addition, FBS alleged in its letter that
          by engaging in discussions with Wells, First Interstate
          may have implicitly withdrawn its support for the Merger. 
          First Interstate believes that the FBS allegations are
          without merit.  A copy of FBS's January 22, 1996 letter
          is filed as Exhibit 52 hereto and is incorporated herein
          by reference.

          ITEM 9.   MATERIAL TO BE FILED AS EXHIBITS.

                    The following Exhibits are filed herewith:

          Exhibit 52:    Letter from FBS to First Interstate, dated
                         January 22, 1996.


                                  SIGNATURE

                    After reasonable inquiry and to the best of its
          knowledge and belief, the undersigned certifies that the
          information set forth in this statement is true, complete
          and correct.

                                   FIRST INTERSTATE BANCORP

                                    By: /s/ William J. Bogaard      
                       
                                         William J. Bogaard
                                         Executive Vice President
                                         and General Counsel

          Dated:  January 23, 1996

EX-99

              [FIRST BANK SYSTEM, RICHARD A. ZONA, VICE CHAIRMAN
                   AND CHIEF FINANCIAL OFFICER, LETTERHEAD]

          January 22, 1996

          BY FACSIMILE AND FEDERAL EXPRESS

          Mr. William E.B. Siart
          Chairman and Chief Executive Officer
          First Interstate Bancorp
          633 West Fifth Street, TC 2-10
          Los Angeles, California  90071

          Dear Mr. Siart:

          Further to our telephone conversation yesterday and this
          morning's announcement that First Interstate Bancorp had
          commenced discussions with Wells Fargo & Company with
          respect to a possible merger between First Interstate and
          Wells Fargo, I am writing to advise you that First
          Interstate is in material breach of its continuing
          obligations under the Merger Agreement between First
          Interstate and First Bank System, Inc.

          Sections 6.1 and 6.4 of the Merger Agreement require
          First Interstate to use its reasonable best efforts to
          obtain regulatory and shareholder approvals of our
          merger, and to take all actions necessary, proper or
          advisable to consummate and make effective, as soon as
          practicable, the transactions contemplated by the Merger
          Agreement.  In our view, the failure of First Interstate
          to release as scheduled the results of the Gallup survey
          of customer preferences showing significant
          dissatisfaction with a prospective Wells Fargo/First
          Interstate combination, and the cancellation by First
          Interstate's counsel of the previously scheduled
          deposition of Mr. Zuendt without consultation with us are
          each examples of acts in direct contravention of the
          foregoing obligations.  While the Merger Agreement
          permits First Interstate to engage in discussions and
          negotiations with Wells Fargo to the extent required by
          the fiduciary duties of First Interstate's Board of
          Directors, this freedom in no way diminishes First
          Interstate's obligations under the Merger Agreement.

          We further believe that First Interstate's announcement
          today may constitute an implicit withdrawal of its
          Board's recommendation of our merger.

                                             Very truly yours,

                                             /s/ Richard A. Zona
                                             Richard A. Zona

          cc:  William J. Bogaard, Esq.
               First Interstate Bancorp


               Fred B. White, III, Esq.
               Skadden, Arps, Slate, Meagher & Flom