Rule 424(b)(2)
                                      Registration No. 33-58521

PRICING SUPPLEMENT NO.  3   DATED:  2-15-96
                      
(To Prospectus Dated May 26, 1995 as supplemented
by Prospectus Supplement Dated July 6, 1995)



                            FIRST BANK SYSTEM, INC.

                     Medium-Term Notes, Series H (Senior)
                  Medium-Term Notes, Series I (Subordinated)



                                          
CUSIP: 31928MBM6                             Issue Price (Dollar Amount and Percentage of Principal Amount):       
                                             $_______________/99.90484%

Series:                                      Proceeds to the Company: 24,976,210.00
                                              
[X] Series H (Senior)                        Interest Rate/Initial Interest Rate: 5.4625%       
[_] Series I (Subordinated)                  
                                             Interest Payment Dates: 3rd Wednesday each month beginning 3-20-96
Form of Note:                                
                                             Regular Record Dates: 15th calendar day prior to payment date    
[X] Book-Entry                               
[_] Certificated                             Interest Determination Dates: 2 Business days prior to Reset/Payment Date
                                             
Principal Amount: 25,000,000                 Interest Reset Dates: 3rd Wednesday each month beginning 3-20-96  

Trade Date: 2-15-96                          Index Source: Telerate 3750

Original Issue Date: 2-20-96                 Index Maturity: 1 month

Maturity Date: 8-18-99                       Spread: .15%     

Interest Rate Basis (and,                    Spread Multiplier:                  
if applicable, related 
Interest Periods):                           Maximum Interest Rate:

[_]  Fixed Rate Notes                        Minimum Interest Rate:   
[_]  Commercial Paper Rate Note      
[_]  Federal Funds Rate Note                 Day Count: Actual/360
[X]  LIBOR Note                      
[_]  Prime Rate Note                         For Original Issue Discount Notes:
[_]  Eleventh District Cost          
     of Funds Rate Note                             Original Issue Discount:          %              
[_]  CD Rate Note                    
[_]  Treasury Rate Note                             Yield to Maturity:                %
[_]  J.J. Kenny Rate Note                   
[_]  CMT Rate Note
[_]  Other Base Rate                         
     (as described below)                    
[_]  Zero Coupon Note                
                                             
Redemption Terms:
                                                    Original Issue Discount Notes:
Other Terms:
ALL-IN=LIBOR+.18%                                       [_]  Subject to special provisions set forth therein
Agent's Commission: $23,790.00                               with respect to the principal amount thereof       
                                                             payable upon any redemption or acceleration of  
                                                             the maturity thereof.   
                                                             [_]  For Federal income tax purposes only.     
                                                     
DTC Participant: Lehman Brothers
                 DTC 636                            Is the record or beneficial owner a California resident?

/s/ Kenneth D. Nelson                                        Yes  [_]           No  [X]