DEFA14A

                          SCHEDULE 14A
                         (Rule 14a-101)
             INFORMATION REQUIRED IN PROXY STATEMENT
   
                      SCHEDULE 14A INFORMATION
          Proxy Statement Pursuant to Section 14(a) of the Securities
                        Exchange Act of 1934

  Filed by the Registrant {X}
  Filed by a Party other than the Registrant {_}

  Check the appropriate box:
  {_}Preliminary Proxy Statement
  { }Definitive Proxy Statement (Revocation of Consent Statement)
  {_}Definitive Additional Materials
  {X}Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                    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)

  Payment of Filing Fee (Check the appropriate box):
  {_}$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(j)(2) or
  Item 22(a)(2) of Schedule 14A.
  {_}$500 per each party to the controversy pursuant to Exchange Act Rules 14a-
  6(i)(3).
  {_}  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

  (1)  Title of each class of securities to which transaction applies:
  ___________________________________________________________________________
  (2)  Aggregate number of securities to which transaction applies:__________
  (3)  Per unit price or other underlying value of transaction computed pursuant
       to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee 
       is calculated and state how it was determined):_______________________
  (4)  Proposed maximum aggregate value of transactions:   ____________________
  (5)  Total fee paid: ______________________________________________________
  (X)  Fee paid previously with preliminary materials.
  {_}  Check box if any part of the fee is offset as provided by Exchange Act
       Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
       paid previously.  Identify the previous filing by registration statement
       number, or the Form or Schedule and the date of its filing.
  (1)  Amount Previously Paid: ______________________________________________
  (2)  Form, Schedule or Registration Statement No.: ________________________
  (3)  Filing Party: ________________________________________________________
  (4)  Date Filed:  __________________________________________________________

EX-99

     First in a series...

                        A BOLD NEW FIRST IN BANKING.

     TO OUR SHAREHOLDERS:

          The combination of First Interstate and First Bank
          System will create one of the nation's most powerful
          banking institutions.  With a diverse and fast-growing
          21-state service territory, leading positions in major
          business lines, a low-risk business profile, increased
          revenue and earnings per share and a strong foundation
          for future growth, we believe our merger with First
          Bank offers superior long-term value compared to Wells
          Fargo's high-risk proposal.

          The management teams of First Interstate and First Bank
          have each built substantial and sustainable shareholder
          value through both efficiency enhancements and business
          growth.  We are convinced that the best way to continue
          building this kind of value is through the strategic
          combination of our two franchises.

          We are confident that when all the facts have been
          presented, the strategies articulated and the serious
          business and regulatory risks of the Wells Fargo
          proposal exposed, you will reach the same conclusion.

          SOON, WE WILL ASK FOR YOUR SUPPORT. FOR NOW, WE ASK
          THAT YOU CAREFULLY CONSIDER THE SUBSTANTIAL MERITS OF A
          FIRST INTERSTATE/FIRST BANK MERGER WHICH WE WILL BE
          SHARING WITH YOU OVER THE COMING WEEKS.

                                      [LOGO]  First Interstate Bancorp

     The participants in this solicitation include First Interstate
     Bancorp ( First Interstate ), and 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: 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 in the aggregate 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. 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 ). Mr. Siart, who is the Chairman and
     Chief Executive Officer of First Interstate, 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, Mr. Willison, other
     directors of First Interstate, Ms. Deily, 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.

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 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, Mr. Willison, other 
      directors of First Interstate, Ms. Deily 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.