<PAGE>
 
     As filed with the Securities and Exchange Commission on March 4, 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.
                           1994 STOCK INCENTIVE PLAN
                           1991 STOCK INCENTIVE 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)

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

<TABLE>
<CAPTION>
                                       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
-----------------------------------------------------------------------------------------------------------
<S>                           <C>                  <C>                 <C>                   <C>
Common Stock, $1.25 par value    2,000,000               $57.50              $115,000,000       $39,655.17
===========================================================================================================
</TABLE> 
(1)  The number of shares being registered represents the number of additional
     shares of Common Stock which may be issued pursuant to the plans in
     addition to shares previously registered, 1,500,000 of which may be issued
     under the 1994 Stock Incentive Plan and 500,000 of which may be issued
     under the 1991 Stock Incentive Plan.
(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 February 29, 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. 33-42334, 33-52959 and 33-53395).
<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.

                                      -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 March 4, 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              March 4, 1996
John F. Grundhofer                     Executive Officer and Director             
                                       (principal executive officer)              
                      
/s/ Susan E. Lester                          
--------------------------             Executive Vice President and Chief      March 4, 1996
Susan E. Lester                        Financial Officer (principal              
                                       financial officer)                        
                         
/s/ David J. Parrin                    
--------------------------             Senior Vice President and Controller    March 4, 1996
David J. Parrin                        (principal accounting officer)            
                                                 
--------------------------             Director                                          
Arthur D. Collins, Jr.                                                             

--------------------------             Director                                          
Peter H. Coors                                                                    

            *                                                    
--------------------------             Director                                March 4, 1996
Roger L. Hale                                                                    
 
            *                                                                          
--------------------------             Director                                March 4, 1996
Delbert W. Johnson
 
            *                                                                    
--------------------------             Director                                March 4, 1996
Norman M. Jones
 
            *                                                                    
--------------------------             Director                                March 4, 1996
John H. Kareken
 
            *                                                                    
--------------------------             Director                                March 4, 1996
Richard L. Knowlton

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

</TABLE> 
         
                                      -5-
<PAGE>

 
        Name                    Title                          Date
       ------                  -------                        ------


         *                     Director                     March 4, 1996
-----------------------
Kenneth A. Macke

         *                     Director                     March 4, 1996
-----------------------
Marilyn Carlson Nelson

         *                     Director                     March 4, 1996
-----------------------
Edward J. Phillips

         *                     Director                     March 4, 1996
-----------------------
James J. Renier

         *                     Director                     March 4, 1996
-----------------------
S. Walter Richey

         *                     Director                     March 4, 1996
-----------------------
Richard L. Robinson

         *                     Director                     March 4, 1996
-----------------------
Richard L. Schall

         *                     Director                     March 4, 1996
-----------------------
Lyle E. Schroeder



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

                                      -6-
<PAGE>
 
                                 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

<PAGE>
 
        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

<PAGE>
 


          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.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18945}]
{"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": "333-01421", "film-number": "96531061"}, "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 March 4, 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.
                           1994 STOCK INCENTIVE PLAN
                           1991 STOCK INCENTIVE 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    2,000,000               $57.50              $115,000,000       $39,655.17
===========================================================================================================
(1)  The number of shares being registered represents the number of additional
     shares of Common Stock which may be issued pursuant to the plans in
     addition to shares previously registered, 1,500,000 of which may be issued
     under the 1994 Stock Incentive Plan and 500,000 of which may be issued
     under the 1991 Stock Incentive Plan.
(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 February 29, 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. 33-42334, 33-52959 and 33-53395).
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.

                                      -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 March 4, 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              March 4, 1996
John F. Grundhofer                     Executive Officer and Director             
                                       (principal executive officer)              
                      
/s/ Susan E. Lester                          
--------------------------             Executive Vice President and Chief      March 4, 1996
Susan E. Lester                        Financial Officer (principal              
                                       financial officer)                        
                         
/s/ David J. Parrin                    
--------------------------             Senior Vice President and Controller    March 4, 1996
David J. Parrin                        (principal accounting officer)            
                                                 
--------------------------             Director                                          
Arthur D. Collins, Jr.                                                             

--------------------------             Director                                          
Peter H. Coors                                                                    

            *                                                    
--------------------------             Director                                March 4, 1996
Roger L. Hale                                                                    
 
            *                                                                          
--------------------------             Director                                March 4, 1996
Delbert W. Johnson
 
            *                                                                    
--------------------------             Director                                March 4, 1996
Norman M. Jones
 
            *                                                                    
--------------------------             Director                                March 4, 1996
John H. Kareken
 
            *                                                                    
--------------------------             Director                                March 4, 1996
Richard L. Knowlton

 
--------------------------             Director                                          
Jerry W. Levin
-5-
Name                    Title                          Date
       ------                  -------                        ------

         *                     Director                     March 4, 1996
-----------------------
Kenneth A. Macke

         *                     Director                     March 4, 1996
-----------------------
Marilyn Carlson Nelson

         *                     Director                     March 4, 1996
-----------------------
Edward J. Phillips

         *                     Director                     March 4, 1996
-----------------------
James J. Renier

         *                     Director                     March 4, 1996
-----------------------
S. Walter Richey

         *                     Director                     March 4, 1996
-----------------------
Richard L. Robinson

         *                     Director                     March 4, 1996
-----------------------
Richard L. Schall

         *                     Director                     March 4, 1996
-----------------------
Lyle E. Schroeder

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