<PAGE>
 
     As filed with the Securities and Exchange Commission on May 11, 1995
                                                       Registration No. 33-_____
================================================================================

                      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)


                              EDINA REALTY, INC.
                   1995 SALES ASSOCIATE STOCK PURCHASE PLAN
                           (Full title of the plan)


      Michael J. O'Rourke, Esq.
       First Bank System, Inc.                     Copy to:  Lee R. Mitau, Esq.
          First Bank Place                          Dorsey & Whitney P.L.L.P.
       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        share/(1)/           price/(1)/          fee
- ---------------------------------------------------------------------------------------------------
<S>                            <C>             <C>                 <C>                 <C>
Common Stock, $1.25 par value     200,000            $40.50            $8,100,000         $2,794
===================================================================================================
</TABLE> 

(1)  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 May 8, 1995.
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference
- ------    ---------------------------------------

          The following documents which have been filed by First Bank System,
Inc. (the "Company") with the Securities and Exchange Commission are
incorporated by reference in this Registration Statement:
 
          (a)  the Company's Annual Report on Form 10-K for the year ended
     December 31, 1994;

          (b)  the Company's Current Report on Form 8-K/A filed February 13,
     1995 (constituting Amendment No. 4 to the Company's Current Report on Form
     8-K filed August 5, 1994);

          (c)  the Company's Current Report on Form 8-K filed March 3, 1995 as
     amended by the Company's Current Report on Form 8-K/A filed March 7, 1995;

          (d)  the Company's Current Report on Form 8-K filed April 13, 1995;

          (e)  the Company's Current Report on Form 8-K filed April 25, 1995;
     and

          (f)  the description of the Company's Common Stock contained in Item 1
     of the Registration Statement on Form 8-A dated March 19, 1984, as amended
     in its entirety by that Form 8 Amendment dated February 26, 1993 and that
     Form 8-A/A-2 dated October 6, 1994, and any amendment or report filed for
     the purpose of updating such description filed subsequent to the date of
     this Prospectus and prior to the termination of the offering described
     herein; and the description of the rights to purchase preferred stock
     contained in Item 1 of the Company's Registration Statement on Form 8-A
     dated December 21, 1988, as amended by that Form 8 Amendment dated June 11,
     1990 and as amended in its entirety by that Form 8 Amendment dated February
     26, 1993, and any amendment or report filed for the purpose of updating
     such description filed subsequent to the date of this Prospectus and prior
     to the termination of the offering described herein.

          All documents filed by the Company pursuant to Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then 

                                      -2-
<PAGE>
 
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the respective dates of filing of such documents.


Item 4.   Description of Securities.
- ------    ------------------------- 

          The description of the Company's capital stock to be offered pursuant
to this Registration Statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.


Item 5.   Interests of Named Experts and Counsel.
- ------    -------------------------------------- 

          Not applicable.

Item 6.   Indemnification of Directors and Officers.
- ------    ------------------------------------------

          Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and amounts paid in settlement
in connection with actions, suits or proceedings.

          Article Ninth of the Company's Restated Certificate of Incorporation,
as amended, provides that a director shall not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under the Delaware statutory provision making directors personally
liable for unlawful payment of dividends or unlawful stock purchases or
redemptions by the Company, or (iv) for any transaction from which the director
derived an improper personal benefit.

          The Bylaws of the Company provide that the officers and directors of
the Company shall be indemnified to the full extent permitted by the Delaware
General Corporation Law, as amended from time to time. Expenses incurred by
officers and directors in defending actions, suits, or proceedings may be paid
by the Company in advance of any final disposition if such officer or director
agrees to repay such amounts if it is ultimately determined that he or she is
not entitled to be indemnified under Delaware law.

          The Company maintains a standard policy of officers' and directors'
liability insurance.

                                      -3-

<PAGE>
 
Item 7.   Exemption From Registration Claimed.
- ------    ----------------------------------- 

          No securities are to be reoffered or resold pursuant to this
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 3B to the Company's Annual Report on Form 10-K for the 
          year ended December 31, 1993, File No. 1-6880).

  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) (incorporated by reference to Exhibit 1 to
          the Company's Current Report on Form 8-K filed January 5, 1989, File
          No. 1-6880).

                                      -4-
<PAGE>
 
  4.8     Amendment No. 1, dated as of May 30, 1990, to Rights Agreement
          (incorporated by reference to Exhibit 4(a) to the Company's Current
          Report on Form 8-K dated June 5, 1990, File No. 1-6880).

  4.9     Amendment No. 2, dated as of February 17, 1993, to Rights Agreement
          (incorporated by reference to Exhibit 4(a) to the Company's Current
          Report on Form 8-K filed March 1, 1993, File No. 1-6880).

  4.10    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).

  4.11    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).

  4.12    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).

  4.13    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).

  4.14    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).

  4.15    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).

                                      -5-
<PAGE>
 
  4.16    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).

  4.17    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 P.L.L.P.

  23.1    Consent of Dorsey & Whitney P.L.L.P. (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
- -------   ------------

          The Company hereby undertakes:

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

          (i)   To include any prospectus required by Section 10(a)(3) of the 
                Securities Act of 1933;
 
          (ii)  To reflect in the prospectus any facts or events arising after 
                the effective date of the Registration Statement (or the most 
                recent post-effective amendment thereof) which, individually or 
                in the aggregate, represent a fundamental change in the 
                information set forth in the Registration Statement;
 
          (iii) 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 

                                      -6-
<PAGE>
 
subparagraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the 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.

          The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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.

                                      -7-
<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 May 11, 1995.

                              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                May 11, 1995
- ------------------------------------  Executive Officer and Director           
John F. Grundhofer                    (principal executive officer)                     
                                                                               
                                                                               
/s/ Richard A. Zona                   Vice Chairman and Chief                   May 11, 1995
- ------------------------------------  Financial Officer (principal             
Richard A. Zona                       financial officer)                       
                                                                               
/s/ David J. Parrin                   Senior Vice President and Controller      May 11, 1995
- ------------------------------------  (principal accounting officer)           
David J. Parrin                                                                
                                                                               
      *                               Director                                  May 11, 1995
- ------------------------------------                                           
Roger L. Hale                                                                  
                                                                               
      *                               Director                                  May 11, 1995
- ------------------------------------                                           
Delbert W. Johnson                                                             
                                                                               
- ------------------------------------  Director                                 
Norman M. Jones                                                                
                                                                               
      *                               Director                                  May 11, 1995
- ------------------------------------                                           
John H. Kareken                                                                
                                                                               
       *                              Director                                  May 11, 1995
- ------------------------------------                                           
Richard L. Knowlton                                                            
                                                                               
      *                               Director                                  May 11, 1995
- ------------------------------------
Kenneth A. Macke
</TABLE>

                                      -8-
<PAGE>
 



<TABLE>
<CAPTION>
   Name                                   Title                                  Date
   ----                                   -----                                  ---- 
<S>                                   <C>                                      <C>
                                                                               
      *                               Director                                 May 11, 1995
- ------------------------------------                                           
Marilyn C. Nelson                                                                       
 
      *                               Director                                 May 11, 1995
- ------------------------------------           
Edward J. Phillips                             
                                               
      *                               Director                                 May 11, 1995
- ------------------------------------           
James J. Renier                                
                                               
      *                               Director                                 May 11, 1995
- ------------------------------------           
S. Walter Richey                               
                                               
      *                               Director                                 May 11, 1995
- ------------------------------------           
Richard L. Robinson                            
                                               
      *                               Director                                 May 11, 1995
- ------------------------------------           
Richard L. Schall                              
                                               
      *                               Director                                 May 11, 1995
- ------------------------------------
Lyle E. Schroeder
</TABLE>




*By /s/ David J. Parrin
    --------------------------------------------
David J. Parrin
Pro se and as Attorney-in-fact

                                      -9-
<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 3B to 
                the Company's Annual Report on Form 10-K 
                for the year ended December 31, 1993, 
                File No. 1-6880).

  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) (incorporated by reference to 
                Exhibit 1 to the Company's Current Report 
                on Form 8-K filed January 5, 1989, File 
                No. 1-6880).

  4.8           Amendment No. 1, dated as of May 30, 1990, 
                to Rights Agreement (incorporated by 
                reference to Exhibit 4(a) to the Company's 
                Current Report on Form 8-K dated June 5, 
                1990, File No. 1-6880).
</TABLE> 
<PAGE>




<TABLE> 
<S>             <C>    
  4.9           Amendment No. 2, dated as of February 17, 
                1993, to Rights Agreement (incorporated by 
                reference to Exhibit 4(a) to the Company's 
                Current Report on Form 8-K filed March 1, 
                1993, File No. 1-6880).

  4.10          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).

  4.11          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).

  4.12          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).

  4.13          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).

  4.14          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).

  4.15          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).
</TABLE> 




                                     -11-
<PAGE>
 



<TABLE> 
<S>             <C>    
  4.16          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).

  4.17          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 P.L.L.P.

  23.1          Consent of Dorsey & Whitney P.L.L.P. (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": 30455}]
{"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": "033-59245", "film-number": "95536745"}, "business-address": {"street1": "601 SECOND AVE S", "street2": "FIRST BANK PL", "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 May 11, 1995
                                                       Registration No. 33-_____
================================================================================

                      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)

                              EDINA REALTY, INC.
                   1995 SALES ASSOCIATE STOCK PURCHASE PLAN
                           (Full title of the plan)

      Michael J. O'Rourke, Esq.
       First Bank System, Inc.                     Copy to:  Lee R. Mitau, Esq.
          First Bank Place                          Dorsey & Whitney P.L.L.P.
       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        share/(1)/           price/(1)/          fee
- ---------------------------------------------------------------------------------------------------
Common Stock, $1.25 par value     200,000            $40.50            $8,100,000         $2,794
===================================================================================================
(1)  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 May 8, 1995.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference
- ------    ---------------------------------------

          The following documents which have been filed by First Bank System,
Inc. (the "Company") with the Securities and Exchange Commission are
incorporated by reference in this Registration Statement:
 
          (a)  the Company's Annual Report on Form 10-K for the year ended
     December 31, 1994;

          (b)  the Company's Current Report on Form 8-K/A filed February 13,
     1995 (constituting Amendment No. 4 to the Company's Current Report on Form
     8-K filed August 5, 1994);

          (c)  the Company's Current Report on Form 8-K filed March 3, 1995 as
     amended by the Company's Current Report on Form 8-K/A filed March 7, 1995;

          (d)  the Company's Current Report on Form 8-K filed April 13, 1995;

          (e)  the Company's Current Report on Form 8-K filed April 25, 1995;
     and

          (f)  the description of the Company's Common Stock contained in Item 1
     of the Registration Statement on Form 8-A dated March 19, 1984, as amended
     in its entirety by that Form 8 Amendment dated February 26, 1993 and that
     Form 8-A/A-2 dated October 6, 1994, and any amendment or report filed for
     the purpose of updating such description filed subsequent to the date of
     this Prospectus and prior to the termination of the offering described
     herein; and the description of the rights to purchase preferred stock
     contained in Item 1 of the Company's Registration Statement on Form 8-A
     dated December 21, 1988, as amended by that Form 8 Amendment dated June 11,
     1990 and as amended in its entirety by that Form 8 Amendment dated February
     26, 1993, and any amendment or report filed for the purpose of updating
     such description filed subsequent to the date of this Prospectus and prior
     to the termination of the offering described herein.

          All documents filed by the Company pursuant to Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then 

                                      -2-
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the respective dates of filing of such documents.

Item 4.   Description of Securities.
- ------    ------------------------- 

          The description of the Company's capital stock to be offered pursuant
to this Registration Statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.

Item 5.   Interests of Named Experts and Counsel.
- ------    -------------------------------------- 

          Not applicable.

Item 6.   Indemnification of Directors and Officers.
- ------    ------------------------------------------

          Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and amounts paid in settlement
in connection with actions, suits or proceedings.

          Article Ninth of the Company's Restated Certificate of Incorporation,
as amended, provides that a director shall not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under the Delaware statutory provision making directors personally
liable for unlawful payment of dividends or unlawful stock purchases or
redemptions by the Company, or (iv) for any transaction from which the director
derived an improper personal benefit.

          The Bylaws of the Company provide that the officers and directors of
the Company shall be indemnified to the full extent permitted by the Delaware
General Corporation Law, as amended from time to time. Expenses incurred by
officers and directors in defending actions, suits, or proceedings may be paid
by the Company in advance of any final disposition if such officer or director
agrees to repay such amounts if it is ultimately determined that he or she is
not entitled to be indemnified under Delaware law.

          The Company maintains a standard policy of officers' and directors'
liability insurance.

                                      -3-
Item 7.   Exemption From Registration Claimed.
- ------    ----------------------------------- 

          No securities are to be reoffered or resold pursuant to this
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 3B to the Company's Annual Report on Form 10-K for the 
          year ended December 31, 1993, File No. 1-6880).

  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) (incorporated by reference to Exhibit 1 to
          the Company's Current Report on Form 8-K filed January 5, 1989, File
          No. 1-6880).

                                      -4-
4.8     Amendment No. 1, dated as of May 30, 1990, to Rights Agreement
          (incorporated by reference to Exhibit 4(a) to the Company's Current
          Report on Form 8-K dated June 5, 1990, File No. 1-6880).

  4.9     Amendment No. 2, dated as of February 17, 1993, to Rights Agreement
          (incorporated by reference to Exhibit 4(a) to the Company's Current
          Report on Form 8-K filed March 1, 1993, File No. 1-6880).

  4.10    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).

  4.11    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).

  4.12    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).

  4.13    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).

  4.14    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).

  4.15    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).

                                      -5-
4.16    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).

  4.17    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 P.L.L.P.

  23.1    Consent of Dorsey & Whitney P.L.L.P. (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
- -------   ------------

          The Company hereby undertakes:

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

          (i)   To include any prospectus required by Section 10(a)(3) of the 
                Securities Act of 1933;
 
          (ii)  To reflect in the prospectus any facts or events arising after 
                the effective date of the Registration Statement (or the most 
                recent post-effective amendment thereof) which, individually or 
                in the aggregate, represent a fundamental change in the 
                information set forth in the Registration Statement;
 
          (iii) 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 

                                      -6-
subparagraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the 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.

          The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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.

                                      -7-
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 May 11, 1995.

                              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                May 11, 1995
- ------------------------------------  Executive Officer and Director           
John F. Grundhofer                    (principal executive officer)                     
                                                                               
                                                                               
/s/ Richard A. Zona                   Vice Chairman and Chief                   May 11, 1995
- ------------------------------------  Financial Officer (principal             
Richard A. Zona                       financial officer)                       
                                                                               
/s/ David J. Parrin                   Senior Vice President and Controller      May 11, 1995
- ------------------------------------  (principal accounting officer)           
David J. Parrin                                                                
                                                                               
      *                               Director                                  May 11, 1995
- ------------------------------------                                           
Roger L. Hale                                                                  
                                                                               
      *                               Director                                  May 11, 1995
- ------------------------------------                                           
Delbert W. Johnson                                                             
                                                                               
- ------------------------------------  Director                                 
Norman M. Jones                                                                
                                                                               
      *                               Director                                  May 11, 1995
- ------------------------------------                                           
John H. Kareken                                                                
                                                                               
       *                              Director                                  May 11, 1995
- ------------------------------------                                           
Richard L. Knowlton                                                            
                                                                               
      *                               Director                                  May 11, 1995
- ------------------------------------
Kenneth A. Macke
-8-
Name                                   Title                                  Date
   ----                                   -----                                  ----
*                               Director                                 May 11, 1995
- ------------------------------------                                           
Marilyn C. Nelson                                                                       
 
      *                               Director                                 May 11, 1995
- ------------------------------------           
Edward J. Phillips                             
                                               
      *                               Director                                 May 11, 1995
- ------------------------------------           
James J. Renier                                
                                               
      *                               Director                                 May 11, 1995
- ------------------------------------           
S. Walter Richey                               
                                               
      *                               Director                                 May 11, 1995
- ------------------------------------           
Richard L. Robinson                            
                                               
      *                               Director                                 May 11, 1995
- ------------------------------------           
Richard L. Schall                              
                                               
      *                               Director                                 May 11, 1995
- ------------------------------------
Lyle E. Schroeder
*By /s/ David J. Parrin
    --------------------------------------------
David J. Parrin
Pro se and as Attorney-in-fact

                                      -9-
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 3B to 
                the Company's Annual Report on Form 10-K 
                for the year ended December 31, 1993, 
                File No. 1-6880).

  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) (incorporated by reference to 
                Exhibit 1 to the Company's Current Report 
                on Form 8-K filed January 5, 1989, File 
                No. 1-6880).

  4.8           Amendment No. 1, dated as of May 30, 1990, 
                to Rights Agreement (incorporated by 
                reference to Exhibit 4(a) to the Company's 
                Current Report on Form 8-K dated June 5, 
                1990, File No. 1-6880).
4.9           Amendment No. 2, dated as of February 17, 
                1993, to Rights Agreement (incorporated by 
                reference to Exhibit 4(a) to the Company's 
                Current Report on Form 8-K filed March 1, 
                1993, File No. 1-6880).

  4.10          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).

  4.11          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).

  4.12          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).

  4.13          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).

  4.14          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).

  4.15          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).
-11-
4.16          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).

  4.17          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 P.L.L.P.

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

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

  24.1          Powers of Attorney.