SCHEDULE 14A INFORMATION

                  Proxy Statement Pursuant to Section 14(a) of
            the Securities Exchange Act of 1934 (Amendment No.    )

    Filed by the Registrant /X/
    Filed by a Party other than the Registrant / /

    Check the appropriate box:
    / /  Preliminary Proxy Statement
    / /  Confidential, for Use of the Commission Only (as permitted by Rule
         14a-6(e)(2))
    / /  Definitive Proxy Statement
    / /  Definitive Additional Materials
    /X/  Soliciting  Material  Pursuant  to  Section  240.14a-11(c)  or  Section
         240.14a-12

                            FIRST BANK SYSTEM, INC.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
    (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), 14a-6(i)(2)  or
     Item 22(a)(2) of Schedule 14A.
/ /  $500  per  each party  to  the controversy  pursuant  to Exchange  Act Rule
     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 transaction:
        ------------------------------------------------------------------------
     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:
        ------------------------------------------------------------------------




                      Contact:    John R. Danielson          Wendy Raway
                                  Investor Relations         Media Relations
                                  First Bank System, Inc.    First Bank System
                                  (612) 973-2261             (612) 973-2429


        FIRST BANK SYSTEM'S (FBS) APPLICATION TO FEDERAL RESERVE SHOULD
                        BE ACTED ON BY FEBRUARY 12, 1995

  -- FBS EXPECTS CONTINUED TIMELY APPROVALS OF MERGER WITH FIRST INTERSTATE --

MINNEAPOLIS (December 15, 1995)--First Bank System, Inc. (NYSE: FBS) today
announced that the Federal Reserve Bank of Minneapolis, in a letter dated
December 14, 1995, informed FBS that its application and notifications,
submitted in connection with its merger agreement with First Interstate
Bancorp, Inc. (NYSE: I), "have been reviewed and are considered
informationally complete." The Federal Reserve Bank letter also stated that
it anticipated Federal Reserve Board action on FBS's application and
notifications by February 12, 1996.

     Richard A. Zona, FBS Vice Chairman and Chief Financial Officer, said,
"We are very pleased with the Federal Reserve's notification which indicates
that our merger proposal is on track in terms of regulatory approvals. From
the outset, we have said that we do not expect any undue federal or state
regulatory delays, given the nature and details of our agreement with First
Interstate. As such, we continue to believe that our merger proposal, when
compared to Wells Fargo's offer, involves significantly less risk in terms of
both regulatory approvals and ability to close the transaction in a timely
fashion."

     As required by law, the Federal Reserve Bank letter also stated that a
copy of FBS's application has been forwarded to the State of California for
views and recommendations, as well as to the Department of Justice, the
Office of Comptroller of the Currency and the Federal Reserve Bank of San
Francisco.

                                      ***

          The participants in this solicitation may include First Bank System,
Inc. ("FBS"), the directors of FBS (John F. Grundhofer, Roger L. Hale, Delbert
W. Johnson, Norman M. Jones, John H. Kareken, Richard L. Knowlton, Jerry W.
Levin, Kenneth A. Macke, Marilyn C. Nelson, Edward J. Phillips, James J. Renier,
S. Walter Richey, Richard L. Robinson, Richard L. Schall, and Lyle E.
Schroeder), Lester Pollack (Board Observer) and the following executive officers
and employees of FBS:  Richard A. Zona (Vice Chairman and Chief Financial
Officer), Philip G. Heasley (Vice Chairman and President, Retail Product Group),
Lee R. Mitau (Executive Vice President, Secretary and General Counsel), Susan E.
Lester (Executive Vice President), Elizabeth A. Malkerson (Senior Vice
President, Corporate Relations), David R. Edstam (Executive Vice President and
Treasurer), David J. Parrin (Senior Vice President and Controller), Arnold C.
Hahn (Senior Vice President, Corporate Development), Andrew Cecere (Senior Vice
President, Management Accounting and Forecasting), John R. Danielson (Senior
Vice President, Investor

                                                                        More...




FBS Application to Federal Reserve
Page 2


Relations), Wendy Raway (Vice President and Manager of Media Relations) and
Karin Glasgow (Assistant Vice President, Investor Relations).

          FBS and First Interstate Bancorp ("First Interstate" or "FI") are
parties to an Agreement and Plan of Merger, dated as of November 5, 1995,
pursuant to which a wholly owned subsidiary of FBS is to merge with and into
First Interstate.  In addition, First Interstate has granted to FBS an option
to purchase up to 19.9% of the outstanding shares of common stock of First
Interstate in certain circumstances.  As of October 31, 1995, certain FBS
subsidiaries held 54,437 shares of First Interstate common stock in a
fiduciary capacity.  FBS disclaims beneficial ownership of shares of First
Interstate common stock held in a fiduciary capacity and any other shares
held by any pension plan of FBS or any affiliates of FBS.

          As of November 30, 1995, Marilyn C. Nelson and Richard L. Robinson,
directors of FBS, held 2,000 shares and 150 shares, respectively, of First
Interstate common stock.  Lester Pollack is an executive officer of Corporate
Advisors, L.P., the general partner of two shareholders of FBS and the
investment manager for another shareholder of FBS.  Corporate Advisors, L.P.
may be deemed to be indirectly controlled by Lazard Freres & Co. LLC, of
which Mr. Pollack is a managing director.  Lazard Freres & Co. LLC engages in
a full range of investment banking, securities trading, market-making and
brokerage services for institutional and individual clients.  In the normal
course of its business, Lazard Freres & Co. LLC may trade securities of First
Interstate for its own account and the account of its customers and,
accordingly, may at any time hold a long or short position in such securities.

          Although J.P. Morgan Securities Inc. does not admit that it or any
of its directors, officers, employees or affiliates is a "participant," as
defined in Schedule 14A promulgated under the Securities Exchange Act of 1934
by the Securities and Exchange Commission (the "Commission"), or that such
Schedule 14A requires the disclosure of certain information concerning J.P.
Morgan Securities Inc., it may assistant FBS in this solicitation.  J.P.
Morgan Securities Inc. engages in a full range of investment banking,
securities trading, market-making and brokerage services for institutional
and individual clients.  In the normal course of its business, J.P. Morgan
Securities Inc. may trade securities of First Interstate for its own account
and the account of its customers and, accordingly, may at any time hold a
long or short position in such securities.

          Except as disclosed above, to the knowledge of FBS, none of FBS,
the directors or executive officers of FBS or the employees or other
representatives of FBS named above has any interest direct or indirect, by
security holdings or otherwise, in First Interstate.


                                     -30-