<PAGE>
 
    As filed with the Securities and Exchange Commission on April 18, 1996

                                                    Registration No. 333-_______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                              ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                              ------------------

                            FIRST BANK SYSTEM, INC.
             (Exact name of registrant as specified in its charter)

                Delaware                                         41-0255900
      (State or other jurisdiction                            (I.R.S. Employer
   of incorporation or organization)                         Identification No.)

            First Bank Place
         601 Second Avenue South
         Minneapolis, Minnesota                                  55402-4302
(Address of Principal Executive Offices)                         (Zip Code)

                            FIRST BANK SYSTEM, INC.
                         AMENDED AND RESTATED EMPLOYEE
                              STOCK PURCHASE PLAN
                            (Full title of the plan)

            Lee R. Mitau, Esq.
         First Bank System, Inc.          Copy to: Patrick F. Courtemanche, Esq.
            First Bank Place                      Dorsey & Whitney LLP
         601 Second Avenue South                 Pillsbury Center South
    Minneapolis, Minnesota 55402-4302            220 South Sixth Street
 (Name and address of agent for service)    Minneapolis, Minnesota 55402-1498
                                 (612) 973-1111
         (Telephone number, including area code, of agent for service)

                              ------------------

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
                                                         Proposed maximum       Proposed maximum             Amount of
  Title of securities to be         Amount to be        offering price per     aggregate offering           registration
          registered              registered/(1)/           share/(2)/             price/(1)/                   fee
- ------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                      <C>                  <C>                       <C>
Common Stock, $1.25 par value        1,500,000                $ 57.75              $ 86,625,000              $ 29,870.69
========================================================================================================================
</TABLE> 

(1)  The number of shares being registered represents the number of additional
     shares of Common Stock which may be issued to the First Bank System, Inc.
     Amended and Restated Employee Stock Purchase Plan in addition to shares
     previously registered.

(2)  Pursuant to Rule 457(h)(1), the proposed maximum offering price per share
     and the proposed maximum aggregate offering price are based upon the
     average of the high and low prices of the Common Stock as reported on the
     New York Stock Exchange on April 11, 1996.

Pursuant to General Instruction E of the General Instructions to Form S-8, this
Registration Statement incorporates by reference the Registrant's Registration
Statements on Form S-8 (File Nos. 2-95341, including the post-effective
amendment thereto, and 33-42333).

<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                        
Item 8.   Exhibits
- ------    --------

Exhibit
Number                                 Description
- ------                                 -----------
  4.1     Specimen certificate representing the Common Stock of the Company
          (incorporated by reference to Exhibit 4.2 to the Company's
          Registration Statement on Form S-3, dated January 7, 1991, File No. 
          33-38268).

  4.2     Restated Certificate of Incorporation of the Company, as amended to
          date (incorporated by reference to Exhibit 2.1 to the Company's Form 
          8-A/A-2, dated October 6, 1994, File No. 1-6880).

  4.3     Certificate of Designation for First Bank System, Inc. Series 1990A
          Preferred Stock (incorporated by reference to Exhibit 4.4 to Amendment
          No. 1 to the Company's Registration Statement on Form S-3, File No. 
          33-42650).

  4.4     Certificate of Designation for First Bank System, Inc. Series 1991A
          Convertible Preferred Stock (incorporated by reference to Exhibit 4.3
          to the Company's Registration Statement on Form S-4, File No. 
          33-50700).

  4.5     Certificate of Designation for First Bank System, Series A Junior
          Participating Preferred Stock, as amended (incorporated by reference
          to Exhibit 2.4 to the Registrant's Form 8-A/A-2 dated October 6, 1994,
          File No. 1-6880).

  4.6     Bylaws of the Company, as amended to date (incorporated by reference
          to Exhibit 4.5 to the Company's Registration Statement on Form S-4,
          File No. 333-00299).

  4.7     Rights Agreement dated as of December 21, 1988 between the Company and
          Morgan Shareholder Services Trust Company (now known as First Chicago
          Trust Company of New York), as amended by Amendment No. 1 dated as of
          May 30, 1990, Amendment No. 2 dated as of February 17, 1993 and
          Amendment No. 3 dated as of November 9, 1995 (incorporated by
          reference to Exhibit 4.6 to the Company's Registration Statement on
          Form S-4, File No. 333-00299).

                                      -2-
<PAGE>
 
  4.8     Stock Purchase Agreement, dated as of May 30, 1990, among Corporate
          Partners, L.P., Corporate Offshore Partners, L.P., The State Board of
          Administration of Florida and First Bank System, Inc. (without
          exhibits) (incorporated by reference to Exhibit 4.8 to Amendment No. 1
          to the Company's Registration Statement on Form S-3, File No. 
          33-42650).

  4.9     First Amendment, dated as of June 30, 1990, to Stock Purchase
          Agreement among Corporate Partners, L.P., Corporate Offshore Partners,
          L.P., The State Board of Administration of Florida and First Bank
          System, Inc. (incorporated by reference to Exhibit 4.9 to Amendment
          No. 1 to the Company's Registration Statement on Form S-3, File No. 
          33-42650).

  4.10    Second Amendment, dated as of July 18, 1990, to Stock Purchase
          Agreement among Corporate Partners, L.P., Corporate Offshore Partners,
          L.P., The State Board of Administration of Florida and First Bank
          System, Inc. (incorporated by reference to Exhibit 4.10 to Amendment
          No. 1 to the Company's Registration Statement on Form S-3, File No. 
          33-42650).

  4.11    Stock Purchase Agreement, dated as of May 30, 1990, between The State
          Board of Administration of Florida and First Bank System, Inc.
          (without exhibits) (incorporated by reference to Exhibit 4.11 to
          Amendment No. 1 to the Company's Registration Statement on Form S-3,
          File No. 33-42650).

  4.12    Form of Periodic Stock Purchase Right (incorporated by reference to
          Exhibit 4.12 to Amendment No. 1 to the Company's Registration
          Statement on Form S-3, File No. 33-42650).

  4.13    Form of Risk Event Warrant (incorporated by reference to Exhibit 4.13
          to Amendment No. 1 to the Company's Registration Statement on Form 
          S-3, File No. 33-42650).

  4.14    Registration Rights Agreement, dated as of July 18, 1990, among
          Corporate Partners, L.P., Corporate Offshore Partners, L.P., The State
          Board of Administration of Florida and First Bank System, Inc.
          (incorporated by reference to Exhibit 4.14 to Amendment No. 1 to the
          Company's Registration Statement on Form S-3, File No. 33-42650).

  4.15    Registration Rights Agreement, dated as of July 18, 1990, between The
          State Board of Administration of Florida and First Bank System, Inc.

                                      -3-
<PAGE>
 
          (incorporated by reference to Exhibit 4.14 to Amendment No. 1 to the
          Company's Registration Statement on Form S-3, File No. 33-42650).

  5.1     Opinion of Dorsey & Whitney LLP.

 23.1     Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

 23.2     Consent of Ernst & Young LLP (relating to financial statements of the
          Company).

 24.1     Powers of Attorney.


Item 9.   Undertakings.
- ------    ------------

     A.   Post-Effective Amendments.
          -------------------------

          The undersigned issuer hereby undertakes:

          (1)  To file, during any period in which offers or sales are being 
made, a post-effective amendment to this registration statement:

                (a)  To include any prospectus required by Section 10(a)(3) of 
                     the Securities Act of 1933;

                (b)  To reflect in the prospectus any facts or events which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in the registration
                     statement;

                (c)  To include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     registration statement or any material change to such
                     information in the registration statement;

provided, however, that subparagraphs (i) and (ii) above will not apply if the 
information required to be included in a post-effective amendment by those 
subparagraphs is contained in periodic reports filed with or furnished to the 
Commission by the registrant pursuant to Section 13 or Section 15(d) of the 
Securities Exchange Act of 1934 that are incorporated by reference in this 
registration statement.

          (2)  That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     B.  Subsequent Documents Incorpoated by Reference.
         ---------------------------------------------

         The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of the 
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 
Securities Exchange Act of 1934 that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such securities 
at that time shall be deemed to be the initial bona fide offering thereof.

     C.  Claims for Indemnification.
         --------------------------

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of 
the registrant pursuant to the foregoing provisions, or otherwise, the 
registrant has been advised that in the opinion of the Securities and Exchange 
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses 
incurred or paid by a director, officer or other controlling person of the 
registrant in the successful defense of any action, suit or proceeding) is 
asserted by such director, officer or controlling person in connection with the 
securities being registered, the registrant will, unless in the opinion of its 
counsel the matter has been settled by controlling precedent, submit to a court 
of appropriate jurisdiction the question whether such indemnification by it is 
against public policy as expressed in the Act and will be governed by the final 
adjudication of such issue.
                                      -4-

<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on April 18, 1996.

                                         FIRST BANK SYSTEM, INC.


                                         By /s/ John F. Grundhofer
                                            -----------------------------------
                                            John F. Grundhofer
                                            Chairman of the Board, President and
                                            Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:

<TABLE> 
<CAPTION> 
            Name                                Title                           Date
            ----                                -----                           ----
<S>                              <C>                                       <C> 

/s/ John F. Grundhofer           Chairman, President, Chief                April 18, 1966
- -----------------------------    Executive Officer and Director
John F. Grundhofer               (principal executive officer)

         *                       Executive Vice President and Chief        April 18, 1996
- -----------------------------    Financial Officer (principal
Susan E. Lester                  financial officer)

         *                       Senior Vice President and Controller      April 18, 1996
- ----------------------------     (principal accounting officer)
David J. Parrin         

                                 Director
- -----------------------------
Arthur D. Collins, Jr.

              *                  Director                                  April 18, 1996
- -----------------------------
Peter H. Coors

              *                  Director                                  April 18, 1996
- -----------------------------
Roger L. Hale
                                        
              *                  Director                                  April 18, 1996
- -----------------------------
Delbert W. Johnson
                                        
              *                  Director                                  April 18, 1996
- -----------------------------
Norman M. Jones

              *                  Director                                  April 18, 1996
- -----------------------------
Richard L. Knowlton
</TABLE> 

                                      -5-
<PAGE>
 
<TABLE> 
<CAPTION> 
            Name                                Title                           Date
            ----                                -----                           ----
<S>                              <C>                                       <C> 

                                 Director                              
- -----------------------------
Jerry W. Levin

              *                  Director                                  April 18, 1996
- -----------------------------
Kenneth A. Macke

                                 Director                                  
- -----------------------------
Marilyn Carlson Nelson

              *                  Director                                  April 18, 1996
- -----------------------------
Edward J. Phillips

              *                  Director                                  April 18, 1996
- -----------------------------
James J. Renier

              *                  Director                                  April 18, 1996
- -----------------------------
S. Walter Richey

              *                  Director                                  April 18, 1996
- -----------------------------
Richard L. Robinson

                                 Director                               
- -----------------------------
Richard L. Schall


                                 Director
- -----------------------------
Walter Scott, Jr.   
</TABLE> 


*By /s/ Lee R. Mitau
    -------------------------------
    Lee R. Mitau
    Attorney-in-fact

                                      -6-
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------
<TABLE> 
<CAPTION> 

Exhibit Number                               Description                                       Page
- --------------                               -----------                                       ----
<S>            <C>                                                                             <C> 
     4.1       Specimen certificate representing the Common Stock of 
               the Company (incorporated by reference to Exhibit 4.2 to 
               the Company's Registration Statement on Form S-3, dated 
               January 7, 1991, File No. 33-38268).

     4.2       Restated Certificate of Incorporation of the Company, as 
               amended to date (incorporated by reference to Exhibit 2.1 
               to the Company's Form 8-A/A-2, dated October 6, 1994, 
               File No. 1-6880).

     4.3       Certificate of Designation for First Bank System, Inc. 
               Series 1990A Preferred Stock (incorporated by reference to 
               Exhibit 4.4 to Amendment No. 1 to the Company's 
               Registration Statement on Form S-3, File No. 33-42650).

     4.4       Certificate of Designation for First Bank System, Inc. 
               Series 1991A Convertible Preferred Stock (incorporated by 
               reference to Exhibit 4.3 to the Company's Registration 
               Statement on Form S-4, File No. 33-50700).

     4.5       Certificate of Designation for First Bank System, Series A 
               Junior Participating Preferred Stock, as amended 
               (incorporated by reference to Exhibit 2.4 to the Registrant's 
               Form 8-A/A-2 dated October 6, 1994, File No. 1-6880).

     4.6       Bylaws of the Company, as amended to date (incorporated 
               by reference to Exhibit 4.5 to the Company's Registration 
               Statement on Form S--4, File No. 333-00299).

     4.7       Rights Agreement dated as of December 21, 1988 between 
               the Company and Morgan Shareholder Services Trust 
               Company (now known as First Chicago Trust Company of 
               New York), as amended by Amendment No. 1 dated as of 
               May 30, 1990, Amendment No. 2 dated as of February 17, 
               1993 and Amendment No. 3 dated as of November 9, 1995 
               (incorporated by reference to Exhibit 4.6 to the Company's
               Registration Statement on Form S--4, File No. 333-00299).

     4.8       Stock Purchase Agreement, dated as of May 30, 1990, 
               among Corporate Partners, L.P., Corporate Offshore 
               Partners, L.P., The State Board of Administration of 
               Florida and First Bank System, Inc. (without exhibits)
               (incorporated by reference to Exhibit 4.8 to Amendment 
</TABLE> 

<PAGE>
 
<TABLE> 
<CAPTION> 

<S>            <C>                                                                             <C> 
 
               No. 1 to the Company's Registration Statement on 
               Form S-3, File No. 33-42650).

     4.9       First Amendment, dated as of June 30, 1990, to Stock 
               Purchase Agreement among Corporate Partners, L.P., 
               Corporate Offshore Partners, L.P., The State Board of 
               Administration of Florida and First Bank System, Inc. 
               (incorporated by reference to Exhibit 4.9 to Amendment
               No. 1 to the Company's Registration Statement on 
               Form S-3, File No. 33-42650).

     4.10      Second Amendment, dated as of July 18, 1990, to Stock 
               Purchase Agreement among Corporate Partners, L.P., 
               Corporate Offshore Partners, L.P., The State Board of 
               Administration of Florida and First Bank System, Inc.
               (incorporated by reference to Exhibit 4.10 to Amendment 
               No. 1 to the Company's Registration Statement on 
               Form S-3, File No. 33-42650).

     4.11      Stock Purchase Agreement, dated as of May 30, 1990, 
               between The State Board of Administration of Florida and 
               First Bank System, Inc. (without exhibits) (incorporated by 
               reference to Exhibit 4.11 to Amendment No. 1 to the 
               Company's Registration Statement on Form S-3, File No. 
               33-42650).

     4.12      Form of Periodic Stock Purchase Right (incorporated by 
               reference to Exhibit 4.12 to Amendment No. 1 to the 
               Company's Registration Statement on Form S-3, File No. 
               33-42650).

     4.13      Form of Risk Event Warrant (incorporated by reference to 
               Exhibit 4.13 to Amendment No. 1 to the Company's 
               Registration Statement on Form S-3, File No. 33-42650).

     4.14      Registration Rights Agreement, dated as of July 18, 1990, 
               among Corporate Partners, L.P., Corporate Offshore 
               Partners, L.P., The State Board of Administration of 
               Florida and First Bank System, Inc. (incorporated by 
               reference to Exhibit 4.14 to Amendment No. 1 to the 
               Company's Registration Statement on Form S-3, File No. 
               33-42650).

     4.15      Registration Rights Agreement, dated as of July 18, 1990, 
               between The State Board of Administration of Florida and 
               First Bank System, Inc. (incorporated by reference to 
</TABLE> 
<PAGE>
 
<TABLE> 
<CAPTION> 

<S>            <C>                                                                             <C> 
 

               Exhibit 4.14 to Amendment No. 1 to the Company's 
               Registration Statement on Form S-3, File No. 33-42650).

     5.1       Opinion of Dorsey & Whitney LLP.

    23.1       Consent of Dorsey & Whitney LLP (included in 
               Exhibit 5.1).

    23.2       Consent of Ernst & Young LLP (relating to financial 
               statements of the Company).

    24.1       Powers of Attorney.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23581}]
{"company-data": {"conformed-name": "FIRST BANK SYSTEM INC", "cik": "0000036104", "assigned-sic": "6021", "irs-number": "410255900", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02621", "film-number": "96548467"}, "business-address": {"street1": "FIRST BANK PL", "street2": "601 SECOND AVE S", "city": "MINNEAPOLIS", "state": "MN", "zip": "55402-4302", "phone": "6129731111"}, "former-company": {"former-conformed-name": "FIRST BANK STOCK CORP", "date-changed": "19720317"}}
As filed with the Securities and Exchange Commission on April 18, 1996

                                                    Registration No. 333-_______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                              ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                              ------------------

                            FIRST BANK SYSTEM, INC.
             (Exact name of registrant as specified in its charter)

                Delaware                                         41-0255900
      (State or other jurisdiction                            (I.R.S. Employer
   of incorporation or organization)                         Identification No.)

            First Bank Place
         601 Second Avenue South
         Minneapolis, Minnesota                                  55402-4302
(Address of Principal Executive Offices)                         (Zip Code)

                            FIRST BANK SYSTEM, INC.
                         AMENDED AND RESTATED EMPLOYEE
                              STOCK PURCHASE PLAN
                            (Full title of the plan)

            Lee R. Mitau, Esq.
         First Bank System, Inc.          Copy to: Patrick F. Courtemanche, Esq.
            First Bank Place                      Dorsey & Whitney LLP
         601 Second Avenue South                 Pillsbury Center South
    Minneapolis, Minnesota 55402-4302            220 South Sixth Street
 (Name and address of agent for service)    Minneapolis, Minnesota 55402-1498
                                 (612) 973-1111
         (Telephone number, including area code, of agent for service)

                              ------------------

                        CALCULATION OF REGISTRATION FEE
========================================================================================================================
                                                         Proposed maximum       Proposed maximum             Amount of
  Title of securities to be         Amount to be        offering price per     aggregate offering           registration
          registered              registered/(1)/           share/(2)/             price/(1)/                   fee
- ------------------------------------------------------------------------------------------------------------------------
Common Stock, $1.25 par value        1,500,000                $ 57.75              $ 86,625,000              $ 29,870.69
========================================================================================================================
(1)  The number of shares being registered represents the number of additional
     shares of Common Stock which may be issued to the First Bank System, Inc.
     Amended and Restated Employee Stock Purchase Plan in addition to shares
     previously registered.

(2)  Pursuant to Rule 457(h)(1), the proposed maximum offering price per share
     and the proposed maximum aggregate offering price are based upon the
     average of the high and low prices of the Common Stock as reported on the
     New York Stock Exchange on April 11, 1996.

Pursuant to General Instruction E of the General Instructions to Form S-8, this
Registration Statement incorporates by reference the Registrant's Registration
Statements on Form S-8 (File Nos. 2-95341, including the post-effective
amendment thereto, and 33-42333).
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                        
Item 8.   Exhibits
- ------    --------

Exhibit
Number                                 Description
- ------                                 -----------
  4.1     Specimen certificate representing the Common Stock of the Company
          (incorporated by reference to Exhibit 4.2 to the Company's
          Registration Statement on Form S-3, dated January 7, 1991, File No. 
          33-38268).

  4.2     Restated Certificate of Incorporation of the Company, as amended to
          date (incorporated by reference to Exhibit 2.1 to the Company's Form 
          8-A/A-2, dated October 6, 1994, File No. 1-6880).

  4.3     Certificate of Designation for First Bank System, Inc. Series 1990A
          Preferred Stock (incorporated by reference to Exhibit 4.4 to Amendment
          No. 1 to the Company's Registration Statement on Form S-3, File No. 
          33-42650).

  4.4     Certificate of Designation for First Bank System, Inc. Series 1991A
          Convertible Preferred Stock (incorporated by reference to Exhibit 4.3
          to the Company's Registration Statement on Form S-4, File No. 
          33-50700).

  4.5     Certificate of Designation for First Bank System, Series A Junior
          Participating Preferred Stock, as amended (incorporated by reference
          to Exhibit 2.4 to the Registrant's Form 8-A/A-2 dated October 6, 1994,
          File No. 1-6880).

  4.6     Bylaws of the Company, as amended to date (incorporated by reference
          to Exhibit 4.5 to the Company's Registration Statement on Form S-4,
          File No. 333-00299).

  4.7     Rights Agreement dated as of December 21, 1988 between the Company and
          Morgan Shareholder Services Trust Company (now known as First Chicago
          Trust Company of New York), as amended by Amendment No. 1 dated as of
          May 30, 1990, Amendment No. 2 dated as of February 17, 1993 and
          Amendment No. 3 dated as of November 9, 1995 (incorporated by
          reference to Exhibit 4.6 to the Company's Registration Statement on
          Form S-4, File No. 333-00299).

                                      -2-
4.8     Stock Purchase Agreement, dated as of May 30, 1990, among Corporate
          Partners, L.P., Corporate Offshore Partners, L.P., The State Board of
          Administration of Florida and First Bank System, Inc. (without
          exhibits) (incorporated by reference to Exhibit 4.8 to Amendment No. 1
          to the Company's Registration Statement on Form S-3, File No. 
          33-42650).

  4.9     First Amendment, dated as of June 30, 1990, to Stock Purchase
          Agreement among Corporate Partners, L.P., Corporate Offshore Partners,
          L.P., The State Board of Administration of Florida and First Bank
          System, Inc. (incorporated by reference to Exhibit 4.9 to Amendment
          No. 1 to the Company's Registration Statement on Form S-3, File No. 
          33-42650).

  4.10    Second Amendment, dated as of July 18, 1990, to Stock Purchase
          Agreement among Corporate Partners, L.P., Corporate Offshore Partners,
          L.P., The State Board of Administration of Florida and First Bank
          System, Inc. (incorporated by reference to Exhibit 4.10 to Amendment
          No. 1 to the Company's Registration Statement on Form S-3, File No. 
          33-42650).

  4.11    Stock Purchase Agreement, dated as of May 30, 1990, between The State
          Board of Administration of Florida and First Bank System, Inc.
          (without exhibits) (incorporated by reference to Exhibit 4.11 to
          Amendment No. 1 to the Company's Registration Statement on Form S-3,
          File No. 33-42650).

  4.12    Form of Periodic Stock Purchase Right (incorporated by reference to
          Exhibit 4.12 to Amendment No. 1 to the Company's Registration
          Statement on Form S-3, File No. 33-42650).

  4.13    Form of Risk Event Warrant (incorporated by reference to Exhibit 4.13
          to Amendment No. 1 to the Company's Registration Statement on Form 
          S-3, File No. 33-42650).

  4.14    Registration Rights Agreement, dated as of July 18, 1990, among
          Corporate Partners, L.P., Corporate Offshore Partners, L.P., The State
          Board of Administration of Florida and First Bank System, Inc.
          (incorporated by reference to Exhibit 4.14 to Amendment No. 1 to the
          Company's Registration Statement on Form S-3, File No. 33-42650).

  4.15    Registration Rights Agreement, dated as of July 18, 1990, between The
          State Board of Administration of Florida and First Bank System, Inc.

                                      -3-
(incorporated by reference to Exhibit 4.14 to Amendment No. 1 to the
          Company's Registration Statement on Form S-3, File No. 33-42650).

  5.1     Opinion of Dorsey & Whitney LLP.

 23.1     Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

 23.2     Consent of Ernst & Young LLP (relating to financial statements of the
          Company).

 24.1     Powers of Attorney.

Item 9.   Undertakings.
- ------    ------------

     A.   Post-Effective Amendments.
          -------------------------

          The undersigned issuer hereby undertakes:

          (1)  To file, during any period in which offers or sales are being 
made, a post-effective amendment to this registration statement:

                (a)  To include any prospectus required by Section 10(a)(3) of 
                     the Securities Act of 1933;

                (b)  To reflect in the prospectus any facts or events which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in the registration
                     statement;

                (c)  To include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     registration statement or any material change to such
                     information in the registration statement;

provided, however, that subparagraphs (i) and (ii) above will not apply if the 
information required to be included in a post-effective amendment by those 
subparagraphs is contained in periodic reports filed with or furnished to the 
Commission by the registrant pursuant to Section 13 or Section 15(d) of the 
Securities Exchange Act of 1934 that are incorporated by reference in this 
registration statement.

          (2)  That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     B.  Subsequent Documents Incorpoated by Reference.
         ---------------------------------------------

         The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of the 
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 
Securities Exchange Act of 1934 that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such securities 
at that time shall be deemed to be the initial bona fide offering thereof.

     C.  Claims for Indemnification.
         --------------------------

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of 
the registrant pursuant to the foregoing provisions, or otherwise, the 
registrant has been advised that in the opinion of the Securities and Exchange 
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses 
incurred or paid by a director, officer or other controlling person of the 
registrant in the successful defense of any action, suit or proceeding) is 
asserted by such director, officer or controlling person in connection with the 
securities being registered, the registrant will, unless in the opinion of its 
counsel the matter has been settled by controlling precedent, submit to a court 
of appropriate jurisdiction the question whether such indemnification by it is 
against public policy as expressed in the Act and will be governed by the final 
adjudication of such issue.
                                      -4-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on April 18, 1996.

                                         FIRST BANK SYSTEM, INC.

                                         By /s/ John F. Grundhofer
                                            -----------------------------------
                                            John F. Grundhofer
                                            Chairman of the Board, President and
                                            Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
Name                                Title                           Date
            ----                                -----                           ----
/s/ John F. Grundhofer           Chairman, President, Chief                April 18, 1966
- -----------------------------    Executive Officer and Director
John F. Grundhofer               (principal executive officer)

         *                       Executive Vice President and Chief        April 18, 1996
- -----------------------------    Financial Officer (principal
Susan E. Lester                  financial officer)

         *                       Senior Vice President and Controller      April 18, 1996
- ----------------------------     (principal accounting officer)
David J. Parrin         

                                 Director
- -----------------------------
Arthur D. Collins, Jr.

              *                  Director                                  April 18, 1996
- -----------------------------
Peter H. Coors

              *                  Director                                  April 18, 1996
- -----------------------------
Roger L. Hale
                                        
              *                  Director                                  April 18, 1996
- -----------------------------
Delbert W. Johnson
                                        
              *                  Director                                  April 18, 1996
- -----------------------------
Norman M. Jones

              *                  Director                                  April 18, 1996
- -----------------------------
Richard L. Knowlton
-5-
Name                                Title                           Date
            ----                                -----                           ----
Director                              
- -----------------------------
Jerry W. Levin

              *                  Director                                  April 18, 1996
- -----------------------------
Kenneth A. Macke

                                 Director                                  
- -----------------------------
Marilyn Carlson Nelson

              *                  Director                                  April 18, 1996
- -----------------------------
Edward J. Phillips

              *                  Director                                  April 18, 1996
- -----------------------------
James J. Renier

              *                  Director                                  April 18, 1996
- -----------------------------
S. Walter Richey

              *                  Director                                  April 18, 1996
- -----------------------------
Richard L. Robinson

                                 Director                               
- -----------------------------
Richard L. Schall

                                 Director
- -----------------------------
Walter Scott, Jr.
*By /s/ Lee R. Mitau
    -------------------------------
    Lee R. Mitau
    Attorney-in-fact

                                      -6-
EXHIBIT INDEX
                                 -------------
Exhibit Number                               Description                                       Page
- --------------                               -----------                                       ----
4.1       Specimen certificate representing the Common Stock of 
               the Company (incorporated by reference to Exhibit 4.2 to 
               the Company's Registration Statement on Form S-3, dated 
               January 7, 1991, File No. 33-38268).

     4.2       Restated Certificate of Incorporation of the Company, as 
               amended to date (incorporated by reference to Exhibit 2.1 
               to the Company's Form 8-A/A-2, dated October 6, 1994, 
               File No. 1-6880).

     4.3       Certificate of Designation for First Bank System, Inc. 
               Series 1990A Preferred Stock (incorporated by reference to 
               Exhibit 4.4 to Amendment No. 1 to the Company's 
               Registration Statement on Form S-3, File No. 33-42650).

     4.4       Certificate of Designation for First Bank System, Inc. 
               Series 1991A Convertible Preferred Stock (incorporated by 
               reference to Exhibit 4.3 to the Company's Registration 
               Statement on Form S-4, File No. 33-50700).

     4.5       Certificate of Designation for First Bank System, Series A 
               Junior Participating Preferred Stock, as amended 
               (incorporated by reference to Exhibit 2.4 to the Registrant's 
               Form 8-A/A-2 dated October 6, 1994, File No. 1-6880).

     4.6       Bylaws of the Company, as amended to date (incorporated 
               by reference to Exhibit 4.5 to the Company's Registration 
               Statement on Form S--4, File No. 333-00299).

     4.7       Rights Agreement dated as of December 21, 1988 between 
               the Company and Morgan Shareholder Services Trust 
               Company (now known as First Chicago Trust Company of 
               New York), as amended by Amendment No. 1 dated as of 
               May 30, 1990, Amendment No. 2 dated as of February 17, 
               1993 and Amendment No. 3 dated as of November 9, 1995 
               (incorporated by reference to Exhibit 4.6 to the Company's
               Registration Statement on Form S--4, File No. 333-00299).

     4.8       Stock Purchase Agreement, dated as of May 30, 1990, 
               among Corporate Partners, L.P., Corporate Offshore 
               Partners, L.P., The State Board of Administration of 
               Florida and First Bank System, Inc. (without exhibits)
               (incorporated by reference to Exhibit 4.8 to Amendment
No. 1 to the Company's Registration Statement on 
               Form S-3, File No. 33-42650).

     4.9       First Amendment, dated as of June 30, 1990, to Stock 
               Purchase Agreement among Corporate Partners, L.P., 
               Corporate Offshore Partners, L.P., The State Board of 
               Administration of Florida and First Bank System, Inc. 
               (incorporated by reference to Exhibit 4.9 to Amendment
               No. 1 to the Company's Registration Statement on 
               Form S-3, File No. 33-42650).

     4.10      Second Amendment, dated as of July 18, 1990, to Stock 
               Purchase Agreement among Corporate Partners, L.P., 
               Corporate Offshore Partners, L.P., The State Board of 
               Administration of Florida and First Bank System, Inc.
               (incorporated by reference to Exhibit 4.10 to Amendment 
               No. 1 to the Company's Registration Statement on 
               Form S-3, File No. 33-42650).

     4.11      Stock Purchase Agreement, dated as of May 30, 1990, 
               between The State Board of Administration of Florida and 
               First Bank System, Inc. (without exhibits) (incorporated by 
               reference to Exhibit 4.11 to Amendment No. 1 to the 
               Company's Registration Statement on Form S-3, File No. 
               33-42650).

     4.12      Form of Periodic Stock Purchase Right (incorporated by 
               reference to Exhibit 4.12 to Amendment No. 1 to the 
               Company's Registration Statement on Form S-3, File No. 
               33-42650).

     4.13      Form of Risk Event Warrant (incorporated by reference to 
               Exhibit 4.13 to Amendment No. 1 to the Company's 
               Registration Statement on Form S-3, File No. 33-42650).

     4.14      Registration Rights Agreement, dated as of July 18, 1990, 
               among Corporate Partners, L.P., Corporate Offshore 
               Partners, L.P., The State Board of Administration of 
               Florida and First Bank System, Inc. (incorporated by 
               reference to Exhibit 4.14 to Amendment No. 1 to the 
               Company's Registration Statement on Form S-3, File No. 
               33-42650).

     4.15      Registration Rights Agreement, dated as of July 18, 1990, 
               between The State Board of Administration of Florida and 
               First Bank System, Inc. (incorporated by reference to
Exhibit 4.14 to Amendment No. 1 to the Company's 
               Registration Statement on Form S-3, File No. 33-42650).

     5.1       Opinion of Dorsey & Whitney LLP.

    23.1       Consent of Dorsey & Whitney LLP (included in 
               Exhibit 5.1).

    23.2       Consent of Ernst & Young LLP (relating to financial 
               statements of the Company).

    24.1       Powers of Attorney.