Filed Pursuant to Rule 424(b)(3)
                                                               File No. 33-55485

                      SUPPLEMENT DATED FEBRUARY 22, 1995
                                      TO
                      PROSPECTUS DATED NOVEMBER 30, 1994


     The following information supplements and supersedes information set forth 
in the Prospectus dated November 30, 1994 (the "Prospectus") relating to the 
resale of up to 859,806 shares of Common Stock (the "Shares") of First Bank 
System, Inc. by certain selling stockholders (the "Selling Stockholders"), to 
the extent additional to or inconsistent with information set forth in the 
Prospectus. Reference is made to the Prospectus for more complete information.

SELLING STOCKHOLDERS

     The following table sets forth certain information as to the maximum number
of Shares that may be sold by each of the Selling Stockholders pursuant to the 
Prospectus, as supplemented.

                                                                Maximum
                                                                 Number
                                                            of Shares to be
                                                            Sold Pursuant to
Name                                                         the Prospectus
- ----                                                         --------------

Kenneth D. Reno..........................................        339,004
Victor R. Uttke(1).......................................        200,786
Ethelyn J. Uttke(2)......................................         48,500
Cynthia S. Steen.........................................         56,450
Kelly M. Klein...........................................         56,450
Vicki D. Furnish(3)......................................         56,450
Shantel N. Steen(4)......................................         10,859
Raquelle M. Steen(5).....................................         10,859
Katelyn D. Steen(6)......................................          4,852
Jesse J. Klein(7)........................................         10,859
Jason J. Klein(8)........................................         10,458
Kody Michael Klein(9)....................................            550
Erica Ann Furnish(10)....................................            550
Troy D. Reno.............................................         16,046
Lisa L. Soderberg........................................         16,046
Travis S. Reno...........................................         16,046
Fidelity Charitable Gift Fund(11)........................          5,051
____________

(1)  All of such shares are held in a trust for the benefit of Victor R. Uttke, 
     for which trust Victor R. Uttke and Ethelyn J. Uttke serve as co-trustees.

(2)  All of such shares are held in a trust for the benefit of Ethelyn J. Uttke,
     for which trust Victor R. Uttke and Ethelyn J. Uttke serve as co-trustees.

(3)  All of such shares are held by Vicki D. Furnish as a joint tenant with
     rights of survivorship with Ethelyn J. Uttke.

 
(4)  All of such shares are held in a trust for the benefit of Shantel N. Steen,
     for which trust Cynthia S. Steen serves as trustee.

(5)  All of such shares are held in a trust for the benefit of Raquelle M. 
     Steen, for which trust Cynthia S. Steen serves as trustee.

(6)  All of such shares are held in a trust for the benefit of Katelyn D. 
     Steen, for which trust Cynthia S. Steen serves as trustee.

(7)  All of such shares are held in a trust for the benefit of Jesse J. Klein, 
     for which trust Kelly M. Klein serves as trustee.

(8)  All of such shares are held in a trust for the benefit of Jason J. Klein, 
     for which trust Kelly M. Klein serves as trustee.

(9)  All of such shares are held in a trust for the benefit of Kody Michael 
     Klein, for which trust Kelly M. Klein serves as trustee.

(10) All of such shares are held in a trust for the benefit of Erica Ann 
     Furnish, for which trust Vicki D. Furnish serves as trustee.

(11) Fidelity Charitable Gift Fund received 1,108 of such shares from Victor R.
     Uttke, 1,171 of such shares from Ethelyn J. Uttke, 924 of such shares from
     Cynthia A. Steen, 924 of such shares from Kelly M. Klein and 924 of such
     shares jointly from Vicki D. Furnish and Ethelyn M. Uttke, all as
     charitable gifts in December 1994.



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