DEFA14A

                               SCHEDULE 14A
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                         FIRST INTERSTATE BANCORP
                 -----------------------------------------
             (Name of Registrant as Specified in Its Charter)

                         FIRST INTERSTATE BANCORP
                -----------------------------------------
 (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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EX-99

     CONTACT:  SHIRLEY HOSOI                      JOSH PEKARSKY
               FIRST INTERSTATE BANCORP           KEKST AND COMPANY
               (213) 614-3043                     (212) 593-2655

                                                  FOR IMMEDIATE RELEASE

     DEPARTMENT OF JUSTICE REQUESTS INFORMATION ON ANTITRUST ISSUES
     RAISED BY WELLS FARGO'S HOSTILE BID FOR FIRST INTERSTATE

     -- DOJ REQUESTS DATA ON 37 CALIFORNIA MARKETS --

     -- RAISES SERIOUS TIMING ISSUES FOR WELLS 
     FARGO, CONTRARY TO STATEMENT BY WELLS CEO MADE EARLIER TODAY

     LOS ANGELES, CALIFORNIA, DECEMBER 21, 1995 - First Interstate
     Bancorp (NYSE: I) yesterday received a request for information
     from the U.S. Department of Justice (DOJ) Antitrust Division
     relating to the competitive impact a Wells Fargo takeover would
     have in 37 of the 48 California markets in which the two banks
     have overlapping operations.  These include such major California
     markets as Los Angeles, San Francisco, Sacramento and San Diego. 
     In its application to the Federal Reserve Board, Wells Fargo has
     proposed to make divestitures in only 14 markets.  First
     Interstate has not received a similar request for information from
     the DOJ relating to its agreed merger with First Bank System,
     which does not present any antitrust issues.

     Among other things, the DOJ request seeks extensive information
     relating to competition in making commercial and industrial loans,
     which are loans unsecured by real estate, to small and medium
     sized businesses.  The extension of unsecured business loans to
     these markets has been an area of particular concern to the
     Department of Justice Antitrust Division because it is a
     marketplace often not served by thrifts and non-bank competitors
     and only fully served by commercial banking institutions.  In
     addition, the DOJ has requested significant information about both
     First Interstate's California branch network as well as individual
     First Interstate branches.

     "The extensive nature of the DOJ Antitrust Division's request
     raises serious questions about the magnitude of divestitures Wells
     has said it would have to make and even more serious questions
     about Wells' ability to match the speed and certainty of our
     agreed merger with First Bank," said William E. B. Siart, First
     Interstate's Chairman and Chief Executive Officer.  "This request,
     which was received by us yesterday, also raises troubling
     questions about the credibility of Wells' management, which
     earlier today stated that Wells is on 'essentially the same
     timeline' as First Bank.  Clearly, it is not."  

                                #     #     #

EX-99

           The participants in this solicitation include First
      Interstate Bancorp ("First Interstate"), the following
      directors:  John E. Bryson, Edward M. Carson, Dr. Jewel
      Plummer Cobb, Ralph P. Davidson, Myron Du Bain, Don C.
      Frisbee, George M. Keller, Thomas L. Lee, Harold M. Messmer,
      Jr., Dr. William F. Miller, William S. Randall, Dr. Steven B.
      Sample, Forrest N. Shumway, William E. B. Siart, Richard J.
      Stegemeier and Daniel M. Tellep.  Employee participants
      include David S. Belles, Executive Vice President and
      Controller; William J. Bogaard, Executive Vice President and
      General Counsel; Theodore F. Craver, Jr., Executive Vice
      President and Treasurer; Daniel R. Eitingon, Executive Vice
      President, Technology Banking; Gary S. Gertz, Executive Vice
      President and General Auditor; Lillian R. Gorman, Executive
      Vice President, Human Resources; Robert E. Greene, Executive
      Vice President and Chief Credit Officer; Steven L. Scheid,
      Executive Vice President, Financial Planning and Analysis;
      Richard W. Tappey, Executive Vice President, Administration;
      David K. Wilson, Executive Vice President and Senior Credit
      Review Manager; James J. Curran, Chief Executive Officer,
      Northwest Region;  Linnet F. Deily, Chief Executive Officer,
      Texas Region; John S. Lewis, Chief Executive Officer,
      Southwest Region; Bruce G. Willison, Vice Chairman and Chief
      Executive Officer, California Region; Shirley Hosoi, Senior
      Vice President, Corporate Communications; Christine McCarthy,
      Executive Vice President, Investor Relations; Mariann
      Ohanesian, Vice President, Investor Relations; Kenneth W.
      Preston, Vice President, External Communications; and Shiromi
      D. Vethamani, Assistant Vice President, Investor Relations. 
      All such persons and those listed below are deemed to own
      beneficially less than 2%, and no participant individually
      owns more than 1%, of the outstanding shares of First
      Interstate's common stock in the aggregate.  First Bank
      System, Inc. ("FBS"), Eleven Acquisition Corp., a wholly owned
      subsidiary of FBS ("FBS Sub"), and First Interstate have
      entered into an Agreement and Plan of Merger, pursuant to
      which FBS Sub will merge with and into First Interstate with
      First Interstate being the surviving corporation (the
      "Merger").  At the effective time ("Effective Time") of the
      Merger, pursuant to the Merger Agreement, FBS will change its
      name to First Interstate Bancorp ("New First Interstate") and
      Mr. Siart will become President and Chief Operating Officer of
      New First Interstate.  In addition, although not specifically
      required by the Merger Agreement, it is anticipated that at
      New First Interstate, Mr. Willison will serve as Vice
      Chairman, Corporate Banking and Ms. Deily will serve as Vice
      Chairman, Retail Banking.  Under certain benefit plans,
      severance arrangements and other employment agreements
      maintained, or entered into, by First Interstate, certain
      benefits may become vested or accelerated in connection with
      the Merger with respect to Mr. Siart, other directors of First
      Interstate, Ms. Deily, Mr. Willison, and the other
      participants.  During the period commencing on the Effective
      Time and continuing for not less than six years thereafter,
      New First Interstate will, to the fullest extent permitted
      under applicable law, have certain indemnification obligations
      to the participants with respect to matters arising at or
      prior to the Effective Time in connection with the Merger. 
      First Interstate has absolute and sole discretion in
      designating 10 of the 20 directors of New First Interstate. 
      First Interstate has not yet determined which other
      individuals it will designate to serve as directors of New
      First Interstate.  For further description of the foregoing 
      interests, see the Schedule 14D-9, dated and filed with the 
      Securities and Exchange Commission on November 20, 1995, 
      including the exhibits thereto.