SC 14D9/A

                       SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                               AMENDMENT NO. 8
                                      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. 7 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 3.   IDENTITY AND BACKGROUND

                    The information set forth in subsection (b) of
          this Item 3 of the Schedule 14D-9 is hereby amended and
          supplemented by the following information:

                    (b)  On January 21, 1996, the First Interstate
          Board adopted resolutions which amended the definition of
          Change in Control contained in First Interstate's
          compensation and incentive plans, including but not
          limited to the First Interstate Stock Plans, First
          Interstate's cash-based incentive plans, the Tier I
          Agreements and the Tier II Agreements.  Pursuant to such
          resolutions and subject to the immediately succeeding
          sentence, such definition was amended to provide that a
          Change in Control will occur in the event that the
          stockholders of First Interstate approve an agreement to
          merge or consolidate, or otherwise reorganize, with or
          into one or more entities which are not subsidiaries of
          First Interstate, as a result of which less than 60% of
          the outstanding voting securities of the surviving or
          resulting entity are, or are to be, owned by former
          stockholders of First Interstate.  Pursuant to the
          resolutions, the foregoing amendment shall be of no force
          and effect if such amendment would prevent any
          transaction being pursued by First Interstate which is
          intended to qualify for "pooling of interests" accounting
          treatment from qualifying as such.  Prior to the
          amendment, a Change in Control would have been deemed to
          have occurred if the former stockholders of First
          Interstate held less than 50% of the outstanding voting
          securities of the surviving or resulting entity.  The
          amendment was adopted to ensure that certain benefits
          which were to be accelerated or paid if the Merger
          Agreement was approved by First Interstate's stockholders
          or if the Wells Offer was consummated would also be so
          accelerated or paid if First Interstate enters into an
          agreement to merge with and into Wells and such agreement
          is approved by First Interstate's stockholders.  A
          description of the benefits to be accelerated or paid as
          a result of a Change in Control is contained in the
          Schedule 14D-9 filed by First Interstate on November 20,
          1995.

          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 November 20, 1995,
          First Interstate publicly announced that the First
          Interstate Board had reaffirmed its determination that
          the terms of the Merger are fair to, and in the best
          interests of, First Interstate and its shareholders.  On
          that date, First Interstate also publicly announced that
          the First Interstate Board had recommended that First
          Interstate shareholders reject the Wells Offer and, when
          and if such offer is commenced, not tender any of their
          shares of First Interstate Common Stock pursuant thereto.
            
                    Subsequent to these announcements, each of
          First Interstate, FBS and Wells publicly expressed their
          respective views concerning the relative merits of the
          Merger and the Wells Offer.  These views were expressed
          in a variety of forums, including in meetings with
          federal and state regulatory agencies, financial analysts
          and shareholders of the respective companies, and were
          also reflected in numerous written materials which were
          filed by the companies with the SEC and publicly
          disseminated.  During this period, various financial
          analysts who followed either the banking industry
          generally or one or more of the three companies also
          publicly expressed their opinions concerning the relative
          risks and rewards of the two transactions and the
          competing views on these matters being expressed by the
          three companies.  On December 6 and 7, 1995, Wells held
          analysts presentations at which projections of Wells'
          future earnings (which projections assumed that Wells was
          able to acquire First Interstate) and Wells' proposed
          future operating strategy for the combined institution
          were discussed in detail.

                    On January 16, 1996, the First Interstate Board
          met to discuss both the Merger and the Wells Offer.  At
          this meeting, the management of First Interstate, as well
          as First Interstate's legal and financial advisors and
          the outside directors' special counsel, reviewed, among
          other things, information concerning the market values of
          the FBS Common Stock and the Wells Common Stock during
          the period subsequent to November 20, 1995, the analysts
          presentations and other information publicly disseminated
          by Wells subsequent to that date concerning Wells'
          projections for the combined company and its future
          operating strategies, and the views expressed by
          financial analysts and other market participants
          regarding the relative risks and rewards of the two
          competing transactions in light of the information
          concerning the two transactions disseminated by each of
          First Interstate, FBS and Wells.  The First Interstate
          Board also considered analyses by management and by First
          Interstate's proxy solicitation firm concerning the
          likelihood that the Merger would be approved by the
          requisite vote of First Interstate's shareholders. 
          Following the meeting of the First Interstate Board,
          Messrs. Siart and Grundhofer discussed the status of the
          Merger.

                    On January 19, 1996, the First Interstate Board
          met to again discuss both the Merger and the Wells Offer. 
          At this meeting, the management of First Interstate, as
          well as First Interstate's legal and financial advisors
          and the outside directors' special counsel, again
          reviewed the matters which had been discussed at the
          January 16, 1996 meeting of the First Interstate Board,
          as well as many of the analyses which had been presented
          to the Board at its November 5, 1995 and November 19,
          1995 meetings (which analyses were updated where
          appropriate).  Mr. Siart also reviewed the conversations
          he had held with Mr. Grundhofer earlier that week
          regarding the status of the Merger.  The First Interstate
          Board was also advised that the previous day, the SEC had
          taken the position that if the Merger were consummated
          and was to be accounted for as a pooling of interests,
          the combined company would be required by the SEC
          (subject to certain limited exceptions) to suspend the
          repurchase program currently being implemented by FBS for
          a period of two years following such consummation. 
          Management and the Financial Advisors reviewed the
          potential impact of this suspension on the projected
          financial condition and results of operations of the
          combined company and the potential future market value of
          the combined company's common stock.  They also reviewed
          the potential impact on such matters of the fact that it
          had been determined that up to approximately 1.5 million
          shares of First Interstate Common Stock would have to be
          reissued prior to the consummation of the Merger in order
          for the Merger to qualify for pooling of interests
          accounting treatment.

                    After considering these matters, 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.  Mr. Siart contacted Mr.
          Grundhofer to inform him of such determination in
          accordance with the Merger Agreement and contacted Mr.
          Hazen to inform him of such determination later that
          evening.  On January 20, 1996, Mesrs. Siart and Hazen met
          and discussed a possible transaction.  On January 21,
          1996, Mr. Siart briefed the First Interstate Board on the
          status of his conversations with Mr. Grundhofer and Mr.
          Hazen.

                    Discussions and negotiations between the
          respective managements and legal and financial advisors
          of First Interstate and Wells concerning a possible
          merger are currently underway.  However, the First
          Interstate Board has not to date determined to terminate
          the Merger Agreement.  There can be no assurance that the
          ongoing negotiations between First Interstate and Wells
          will result in the execution of a definitive merger
          agreement with respect to a transaction between the two
          companies.  In addition, First Interstate does not expect
          that if such an agreement is reached, the consideration
          to be received by First Interstate's stockholders
          pursuant thereto will exceed Wells' current offer of .667
          shares of Wells Common Stock for each share of First
          Interstate Common Stock. 

          ITEM 9.   MATERIAL TO BE FILED AS EXHIBITS.

                    The following Exhibits are filed herewith:

          Exhibit 51:    Press Release Issued by 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 22, 1996

EX-99

             FIRST INTERSTATE ANNOUNCES MEETING WITH WELLS FARGO

                    LOS ANGELES, CA, January 22, 1996 -- First
          Interstate Bank (NYSE:I) announced that its Board of
          Directors had exercised its right under the Company's
          merger agreement with First Bank System, Inc. to
          authorize the Company to engage in discussions with Wells
          Fargo and that such discussions have commenced and are
          continuing.

                    First Interstate noted that if an agreement is
          reached, it is not expected to be at a price higher than
          Wells Fargo's current exchange ratio of .667 shares of
          Wells Fargo common stock for each share of First
          Interstate common stock.

                    Commenting on the meeting, Siart said:  "As a
          company, we are always mindful of our responsibilities to
          our shareholders, employees, customers and the numerous
          communities of which we are an integral part.  It was in
          that spirit that we initiated the meeting with Wells
          Fargo."

                    First Interstate stated that there can be no
          assurance that the ongoing discussions between First
          Interstate and Wells Fargo will result in a definitive
          merger agreement.  The Company added that the First
          Interstate Board has not terminated the merger agreement
          with First Bank System.