SECURITIES AND EXCHANGE COMMISSION

                    Washington, D.C.  20549

                           FORM 8-K

                        CURRENT REPORT


                PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

                        Date of  Report
                      February 11, 1994

                Inter-Regional Financial Group, Inc.
      Exact name of registrant as specified in its charter)

                          DELAWARE
       (State or other jurisdiction of incorporation of
                        organization)


                 1-8186                       41-1228350
        (Commission File Number)    (IRS Employer Identification
                                                 Number)

                    Dain Bosworth Plaza
                   60 South Sixth Street
             Minneapolis, Minnesota                55402-4422
       (Address of principal executive offices)    (Zip Code)


Registrant's telephone number, including area code (612) 371-7750
<PAGE>

Item 5.    OTHER EVENTS

On February 1, 1994, the registrant elected two new individuals
to its Board of Directors, C.A. Rundell, Jr., of Dallas, Texas
and Robert L. Ryan of Minneapolis, Minnesota.  The additions
increased the size of the registrant's Board to nine directors
and brings to six the number of non-management directors.

Rundell heads Rundell Enterprises and is active as a director
and/or consultant with particular emphasis on financial
structuring, strategic planning, acquisitions and divestitures.
Among his board affiliations, he serves as chairman of NCI
Building Systems, which designs, manufactures and markets metal
building systems and components for non-residential use.  Rundell
also serves as a director of Tyler Corporation, American
Healthcare Management, Inc., Tandy Brands Accessories, Inc.,
Eljer Industries, Inc., Bollinger Industries, Inc. and Redman
Industries, Inc., as well as several private companies.  He holds
a BS degree in chemical engineering from the University of Texas
and an MBA with distinction from Harvard University.

Ryan is senior vice president and chief financial officer of
Medtronic, Inc., a Minnesota-based developer and manufacturer of
biomedical devices for improving cardiovascular and neurological
health.  Prior to joining Medtronic in April 1993, Ryan was for
11 years affiliated with Union Texas Petroleum Corporation in
Houston, Texas, most recently as vice president of finance and
chief financial officer.  From 1975 to 1982, he was a vice
president of Citicorp, and from 1970 to 1975, an engagement
manager with McKinsey & Co., a management consulting firm.  Ryan
serves as a director of TECO Energy (Tampa Electric), Riverwood
International Corporation, and the United Negro College Fund of
Houston.  He earned a BS degree in electrical engineering from
Wayne State University, an MS in electrical engineering from
Cornell University, and an MBA from Harvard University.

On February 3, 1994, the registrant named John C. Appel President
and Chief Operating Officer of its Minneapolis-based brokerage
subsidiary, Dain Bosworth Incorporated.  Appel was formerly the
Chief Financial Officer of the registrant and Dain Bosworth
Incorporated.  Mr. Appel remains an Executive Vice President of
the Registrant.  Reference is made to the press release filed as
Exhibit 28 herewith.

Item 7.   FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 4(a)   First Amendment to Credit Agreement dated November
30, 1993.

Exhibit 4(b)   Third Amendment to Term Loan Agreement dated
November 30, 1993

Exhibit 28     Press release regarding the election of John Appel
as President of Dain Bosworth Incorporated.


                               SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


INTER-REGIONAL FINANCIAL GROUP, INC.
Registrant


Date: February 11, 1994          By:   Daniel J. Reuss
                                       Daniel J. Reuss
                                       Senior Vice President
                                       Corporate Controller and
                                       Treasurer

<PAGE>
                                                     Exhibit 4(a)

                   FIRST AMENDMENT TO CREDIT AGREEMENT

This Amendment is made as of this 30th day of November, 1993, by
and among INTER-REGIONAL FINANCIAL GROUP, INC., a Delaware
corporation (the "Borrower"), the financial institutions that
have executed this Amendment (the "Banks") and Norwest Bank
Minnesota, National Association, a national banking association,
as agent for the Banks (the "Agent").

The Borrower, the Banks and the Agent have entered into a Credit
Agreement dated as of June 23, 1993 (the "Credit Agreement"),
which Credit Agreement amended and restated the Credit Agreement
dated as of June 27, 1991, by and among the Borrower, the Banks
and the Agent, as amended from time to time.  The Banks have
agreed, severally but not jointly, to make loans to the Borrower
on the terms and conditions set forth in the Credit Agreement.

Loans made by the Banks under the Credit Agreement are evidenced
by promissory notes dated as of June 23, 1993 executed by the
Borrower in favor of each Bank (each, a "Note").  The Notes
mature on June 30, 1995.

At the Borrower's request, the Agent has agreed to issue
irrevocable standby letters of credit for the account of the
Borrower, and each of the Banks has agreed to participate in each
of such letters of credit, on the terms and conditions set forth
in this Agreement.

ACCORDINGLY, the parties hereto hereby agree as follows:

1.  Terms used in this Amendment which are defined in the Credit
Agreement shall have the same meanings as defined therein, unless
otherwise defined herein.

2.  The Recitals to the Credit Agreement are hereby amended by
deleting the third paragraph thereof and by substituting the
following new paragraph in its place:

          "At the Borrower's request, the Banks have agreed to
continue to make loans to the Borrower, the Agent has agreed to
issue certain irrevocable standby letters of credit for the
account of the Borrower, and the Agent has agreed to continue to
serve as Agent in the making of such loans and the issuance of
such letters of credit, on the terms and conditions set forth in
this Agreement."

3.   Section 1.01 of the Credit Agreement is hereby amended by
deleting the definition of "Loan Documents" as it appears on page
5 of the Credit Agreement and by substituting the following new
definition in its place:

          "'Loan Documents' means this Agreement, the Notes and
the Standby Letter of Credit Applications."

4.   Section 1.01 of the Credit Agreement is hereby further
amended by adding to Section 1.01, in alphabetical order, the
following new definitions:

          "'L/C Amount' means the sum of (i) the aggregate face
amount of any issued and outstanding Standby Letters of Credit
and (ii) the unpaid amount of the Obligation of Reimbursement.

           'Obligation of Reimbursement' has the meaning
specified in Section 2.17 hereof.

           'Special Account' means a cash collateral account
maintained by the Agent in connection with Standby Letters of
Credit, as contemplated by Section 2.17.

           'Standby Letter of Credit' has the meaning specified
in Section 2.17 hereof.

           'Standby Letter of Credit Application' has the meaning
specified in Section 2.17 hereof."

5.   Section 2.01 of the Credit Agreement is hereby amended by
deleting the first sentence thereof and by substituting the
following new sentence in its place:

           "Each Bank agrees, severally but not jointly, on the
terms and subject to the conditions hereinafter set forth, to
make the Bank's Percentage of the Advances requested by the
Borrower from time to time during the period from the date hereof
to and including the Commitment Termination Date, in an aggregate
amount not to exceed at any time outstanding that Bank's
respective Commitment less that Bank's Percentage of the L/C
Amount."

6.   Section 2.08 of the Credit Agreement is hereby deleted in
its entirety and the following new Section 2.08 is substituted in
its place:

     "Section 2.08  Termination or Reduction of the Commitments.
The Borrower shall have the right at any time and from time to
time upon five Domestic Business Days' prior notice to the Agent
permanently to terminate in whole or permanently to reduce in
part the Commitments, pro rata as to each Bank based on its
Percentage, without penalty or premium, provided that each
partial reduction shall be in the amount of $3,000,000 or an
integral multiple thereof, and provided further that no reduction
shall reduce the sum of the Commitments to an amount less than
(i) the aggregate amount of the Advances outstanding under the
Revolving Notes at the time plus (ii) the L/C Amount."

7.   The following new Section 2.17 is hereby added to the Credit
Agreement immediately after Section 2.16 thereof:

      "Section 2.17  Standby Letters of Credit.

   (a)  Subject to the terms and conditions set forth in this
Section 2.17 and in Article III, the Agent shall issue one or
more irrevocable standby letters of credit for the account of the
Borrower (each a 'Standby Letter of Credit') from time to time
during the period from the date hereof to and including the
Commitment Termination Date, in an aggregate amount at any time
outstanding not to exceed the sum of the Commitments of the Banks
less the sum of (i) all outstanding Advances hereunder and (ii)
the unpaid amount of the Obligation of Reimbursement.

   (b)   Each Bank hereby unconditionally and irrevocably accepts
for its account and risk an undivided participating interest in
the obligations of the Agent with respect to each Standby Letter
of Credit.  Each Bank's participation in a Standby Letter of
Credit shall be that Bank's Percentage of the face amount of such
Standby Letter of Credit.

   (c)   No Letter of Credit shall be issued with an expiry date
later than the Commitment Termination Date in effect as of the
date of issuance.

   (d)   Whenever the Borrower desires to obtain issuance of a
Standby Letter of Credit, the Borrower shall request the same by
written notice to the Agent or telephonic request to the Agent
from any person purporting to be authorized to request issuance
of a Standby Letter of Credit on behalf of the Borrower, which
notice or request shall specify the date of the requested
issuance (which date shall be a Domestic Business Day).  Prior to
the requested date of issuance, the Borrower shall provide the
Agent with an application for Standby Letter of Credit (each a
'Standby Letter of Credit Application') duly executed in the form
of Exhibit H hereto.  The terms and conditions set forth in each
such Standby Letter of Credit Application shall supplement the
terms and conditions hereof, but in the event of inconsistency
between the terms of any such Standby Letter of Credit
Application and the terms hereof, the terms hereof shall control.
Any request for the issuance of a Standby Letter of Credit under
this Section 2.17 shall be deemed to be a representation by the
Borrower that (i) the conditions set forth in this Section 2.17
have been met, and (ii) the statements set forth in Section 3.02
hereof are correct as of the time of the request.

   (e)   The Agent shall promptly notify each Bank of the
issuance of a Standby Letter of Credit and of the face amount of
such Standby Letter of Credit.

   (f)   The Borrower shall pay to the Agent for the account of
the Banks a Standby Letter of Credit fee (i) with respect to
Standby Letters of Credit issued with an expiration date less
than sixty (60) days after the date of issuance, equal to three
quarters of one percent (.75%) per annum of the face amount of
each such Standby Letter of Credit issued hereunder and (ii) with
respect to Standby Letter of Credit issued with an expiration
date sixty (60) or more days after the date of issuance, equal to
one and one-eighth percent (1.125%) per annum of the face amount
of each such Standby Letter of Credit issued hereunder.  Such
Standby Letter of Credit fee shall be computed for the period
commencing on the date of issuance of a Standby Letter of Credit
and ending on the expiration date thereof, and shall be payable
quarterly in arrears or in full upon the earlier expiration of
such Standby Letter of Credit.  In addition, the Borrower agrees
to pay to the Agent for the account of the Agent, on written
demand by the Agent, the administrative fees charged by the Agent
in the ordinary course of business in connection with the
honoring of drafts under any Standby Letter of Credit, and all
other activity with respect to the Standby Letters of Credit at
the then-current rates published by the Agent generally.

   (g)   Draws under any Letter of Credit shall be reimbursed to
the Agent in accordance with the applicable Standby Letter of
Credit Application and as follows:

         (i)  Whenever a draft under a Standby Letter of Credit
is presented to the Agent for payment, the Borrower hereby agrees
to immediately reimburse the Agent for the amount paid by the
Agent under the Standby Letter of Credit, plus any and all
reasonable charges and expenses that the Agent may pay or incur
relative to such draw, plus interest on all such amounts, charges
and expenses as set forth below (all such amounts are hereinafter
referred to, collectively, as the "Obligation of Reimbursement").

         (ii)   The Borrower hereby agrees to pay the Agent on
demand interest on all amounts, charges and expenses payable by
the Borrower to the Agent under this Section 2.17, accrued from
the date any such draft, charge or expense is paid by the Agent
until payment in full by the Borrower at the Floating Rate.

         (iii)   If the Borrower fails to pay to the Agent
promptly the amount of its Obligation of Reimbursement in
accordance with the terms hereof and the Standby Letter of Credit
Application pursuant to which such Standby Letter of Credit was
issued, the Agent is hereby irrevocably authorized and directed,
in its sole discretion, to make a Floating Rate Advance under
Section 2.01 hereof in an amount sufficient to discharge the
Obligation of Reimbursement, including all interest accrued
thereon but unpaid at the time of such Advance, and each Bank's
Percentage of such Advance shall be added to the outstanding
principal balance of such Bank's Revolving Note.

          (iv)   The obligations of the Borrower arising under
this Agreement shall be absolute, unconditional and irrevocable,
and shall be paid strictly in accordance with the terms of this
Agreement, under all circumstances whatsoever, including (without
limitation) the following circumstances: (A) payment by or on
behalf of the Agent under any Standby Letter of Credit against
presentation of a draft or certificate which does not comply with
the terms of such Standby Letter of Credit; (B) any lack of
validity or enforceability of any Standby Letter of Credit or any
other agreement or instrument relating to any Standby Letter of
Credit (collectively the 'Related Documents'); (C) any amendment
or waiver of or any consent to departure from all or any of the
Related Documents; (D) the existence of any claim, setoff,
defense or other right which the Borrower may have at any time,
against any beneficiary or any transferee of any Standby Letter
of Credit (or any persons or entities for whom any such
beneficiary or any such transferee may be acting), or other
person or entity, whether in connection with this Agreement, the
transactions contemplated herein or in the Related Documents or
any unrelated transactions; or (E) any statement or any other
document presented under any Standby Letter of Credit proving to
be forged, fraudulent, invalid or insufficient in any respect or
any statement therein being untrue or inaccurate in any respect
whatsoever; provided, however, that the Borrower shall have a
claim against the Agent and the Banks, and the Agent and the
Banks shall be liable to the Borrower to the extent, but only to
the extent, of any direct, as opposed to consequential, damages
suffered by the Borrower which were caused by:

            (i)   the willful misconduct or gross negligence of
the Agent, the Banks, or any of them, in determining whether
documents presented under any Standby Letter of Credit comply
with the terms of such Standby Letter of Credit; or

            (ii)   the willful or grossly negligent failure of
the Agent, the Banks, or any of them, to pay under any Standby
Letter of Credit after the presentation to the Agent of a draft
and certificate strictly complying with the terms and conditions
of such Standby Letter of Credit.

   (h)  The Agent will endeavor to promptly notify each Bank
whenever a draft under a Standby Letter of Credit is presented to
the Agent for payment.  If the Agent makes any payment pursuant
to the terms of any Standby Letter of Credit and is not
immediately reimbursed by the Borrower, the Agent shall promptly
notify each Bank of such payment and shall direct each Bank to
pay such Bank's Percentage of the unreimbursed amount.  Upon
receipt of any such notification prior to 1:00 p.m. (Minneapolis
time) on a Domestic Business Day, the recipient Bank shall be
unconditionally and irrevocably obligated to pay its Percentage
of the unreimbursed amount to the Agent in immediately available
funds prior to the close of business on such date.  Notices
received after 1:00 p.m. (Minneapolis time) shall be deemed to
have been received on the following Domestic Business Day.  If
payment is not made by a Bank when due hereunder, interest on the
unpaid amount shall accrue from the date of the Agent's
notification through the date of payment at the Federal Funds
Rate.  After making payment to the Agent under this subsection in
connection with a Standby Letter of Credit, a Bank shall be
entitled to participate to the extent of its Percentage in any
reimbursement obtained from the Borrower in respect of such
Standby Letter of Credit or in any amount added to the
outstanding principal balance of such Bank's Revolving Note
pursuant to Section 2.17(g) above.

   (i)  On the Commitment Termination Date or earlier termination
of the Commitments, the Borrower shall pay the Agent in
immediately available funds for deposit in the Special Account an
amount equal to the maximum aggregate amount available to be
drawn under all Standby Letters of Credit then outstanding,
assuming compliance with all conditions for drawing thereunder.
Amounts on deposit in the Special Account may be applied by the
Agent at any time or from time to time to the Borrower's
Obligation of Reimbursement or any other obligations of the
Borrower to the Banks arising under this Agreement, in the
Agent's sole discretion, and shall not be subject to withdrawal
by the Borrower so long as the Agent maintains a security
interest therein.  The Agent agrees to transfer any balance in
the Special Account to the Borrower at such time as the Agent is
required to release its security interest in the Special Account
under applicable law.

   (j)   The Borrower hereby pledges, and grants to the Agent, as
agent for itself and for the other Banks, a security interest in,
all funds held in the Special Account from time to time and all
proceeds thereof, as security for the payment of all present and
future Obligations of Reimbursement and all other amounts due and
to become due from the Borrower to any Bank pursuant to this
Agreement. The Agent shall have full ownership and control of the
Special Account, and the Borrower shall have no right to withdraw
the funds maintained in the Special Account.

8.   Section 3.02 of the Credit Agreement is hereby deleted in
its entirety and the following new Section 3.02 is substituted in
its place:

        "Section 3.02   Conditions Precedent to All Advances, to
the Term Loan and to the Issuance of All Standby Letters of
Credit.  The obligation of each Bank to make each Advance under
Section 2.01 (including the initial Advance) and to make the Term
Loan under Section 2.04 and the obligation of the Agent to issue
any Standby Letter of Credit under Section 2.17 shall be subject
to the further condition precedent that on the date of such
Advance, Term Loan or Standby Letter of Credit, as the case may
be:

          (a)   the representations and warranties contained in
Article IV are correct on and as of the date of such Advance,
Term Loan or Standby Letter of Credit, as the case may be, as
though made on and as of such date, except to the extent that
such representations and warranties relate solely to an earlier
date; and

          (b)   no event has occurred and is continuing, or would
result from such Advance, Term Loan or Standby Letter of Credit,
as the case may be, which constitutes a Default or an Event of
Default."

9.   Article V of the Credit Agreement is hereby amended by
deleting the first four (4) lines thereof and by substituting the
following new text in their place:

          "So long as any Note or any Obligation of Reimbursement
shall remain unpaid or any Standby Letter of Credit shall remain
outstanding or the Commitments shall be outstanding, the Borrower
will comply with the following requirements, unless each Bank
shall otherwise consent in writing:"

10.   Article VI of the Credit Agreement is hereby amended by
deleting the first three (3) lines thereof and by substituting
the following new text in their place:

          "So long as any Note or any Obligation of Reimbursement
shall remain unpaid or any Standby Letter of Credit shall remain
outstanding or the Commitments shall be outstanding, the Borrower
agrees that, without the prior written consent of each Bank:"

11.   Section 6.02 of the Credit Agreement is hereby amended by
deleting subsection (a) thereof and by substituting the following
new Section (a) in its place:

          "(a)  indebtedness evidenced by the Notes or arising or
existing in connection with any Standby Letter of Credit;".

12.   Section 6.02 of the Credit Agreement is hereby further
amended by deleting the word "and" as it appears at the end of
subsection (g) thereof, by deleting the period at the end of
subsection (h) thereof and substituting a semicolon and the word
"and" in its place and by adding the following new subsection (i)
immediately after subsection (h) thereof:

           "(i)   indebtedness of the Borrower to any of the
Banks on account of irrevocable standby letters of credit (other
than the Standby Letters of Credit) issued by any such Bank for
the account of the Borrower, provided that (i) each such letter
of credit is issued to support obligations of Insight Investment
Management, Inc., a subsidiary of the Borrower, to deliver
securities to any unit investment trust, (ii) each such letter of
credit is issued with an expiry date not later than 30 days after
the date of issuance and (iii) the aggregate face amount of all
such letters of credit issued and outstanding at any time plus
all unpaid reimbursement obligations of the Borrower in
connection with all such letters of credit does not exceed at any
time $30,000,000."

13.   Section 6.09 of the Credit Agreement is hereby amended by
deleting the second sentence thereof and by substituting the
following new sentence in its place:

      "The Borrower will not, and will not permit any Subsidiary
to, make any capital expenditure, including capitalized lease
obligations permitted in this Section, if, after giving effect to
such expenditure, the aggregate amount of such expenditures made
by the Borrower and its Subsidiaries combined will exceed
$15,000,000 in any calendar year."

14.   Section 7.01(a) of the Credit Agreement is hereby deleted
in its entirety and the following new Section 7.01(a) is
substituted in its place:

      "(a)   Default in the payment of any interest on or
principal of any of the Notes or any Obligation of Reimbursement
when it becomes due and payable; or".

15.   Section 7.01(d) is hereby amended by adding the following
new text immediately after the words "this Agreement" as they
appear in the second line of Section 7.01(d):

      "or any Standby Letter of Credit Application".

16.   Section 7.02 of the Credit Agreement is hereby amended by
renumbering subsection (e) thereof as subsection (f) and by
adding the following new subsection (e) immediately after
subsection (d) thereof:

       "(e)   If any Standby Letter of Credit remains
outstanding, the Agent may, by notice to the Borrower, require
the Borrower to deposit in the Special Account immediately
available funds equal to the aggregate face amount of all such
outstanding Standby Letters of Credit."

17.   The Credit Agreement is hereby amended by adding to the
Credit Agreement as Exhibit H thereto, the Application and
Agreement for Irrevocable Standby Letter of Credit attached to
this Amendment as Attachment 1.

18.   Except as explicitly amended by this Amendment, all of the
terms and conditions of the Credit Agreement shall remain in full
force and effect and shall apply to any advance or letter of
credit thereunder.

19.   The Borrower agrees to pay the Agent for the account of the
Banks as of the date hereof a fully earned, non-refundable fee in
the amount of $5,000 in consideration of the execution by the
Lender of this Amendment.

20.   This Amendment shall be effective upon receipt by the Agent
of an executed original hereof, together with each of the
following, each in substance and form acceptable to the Agent in
its sole discretion:

      (a)   Certificate of the Secretary of the Borrower
certifying as to (i) the resolutions of the board of directors of
the Borrower approving the execution and delivery of this
Amendment, (ii) the fact that the Articles of Incorporation and
Bylaws of the Borrower, which were certified and delivered to the
Agent pursuant to the Certificate of the Borrower's Secretary
dated as of June 23, 1993 continue in full force and effect and
have not been amended or otherwise modified except as set forth
in the Certificate to be delivered, and (iii) certifying that the
officers of the Borrower who have been certified to the Agent
pursuant to the Certificate of the Borrower's Secretary dated as
of June 23, 1993, as being authorized to sign and to act on
behalf of the Borrower continue to be so authorized or setting
forth the sample signatures of each of the officers of the
Borrower authorized to execute and deliver this Amendment and all
other documents, agreements and certificates on behalf of the
Borrower.

      (b)   Opinion of the Borrower's counsel as to the matters
set forth in paragraphs and  hereof and as to such other matters
as the Agent shall require.

21.   The Borrower hereby represents and warrants to the Lender
as follows:

      (a)   The Borrower has all requisite power and authority to
execute this Amendment and to perform all of its obligations
hereunder, and this Amendment has been duly executed and
delivered by the Borrower and constitutes the legal, valid and
binding obligation of the Borrower, enforceable in accordance
with its terms.

      (b)   The execution, delivery and performance by the
Borrower of this Amendment have been duly authorized by all
necessary corporate action and do not (i) require any
authorization, consent or approval by any governmental
department, commission, board, bureau, agency or instrumentality,
domestic or foreign, (ii) violate any provision of any law, rule
or regulation or of any order, writ, injunction or decree
presently in effect, having applicability to the Borrower, or the
articles of incorporation or by-laws of the Borrower, or (iii)
result in a breach of or constitute a default under any indenture
or loan or credit agreement or any other agreement, lease or
instrument to which the Borrower is a party or by which it or its
properties may be bound or affected.

       (c)   All of the representations and warranties contained
in Article IV of the Credit Agreement are correct on and as of
the date hereof as though made on and as of such date, except to
the extent that such representations and warranties relate solely
to an earlier date.

22.   All references in the Credit Agreement to "this Agreement"
shall be deemed to
refer to the Credit Agreement as amended hereby; and any and all
references in the Loan Documents shall be deemed to refer to the
Credit Agreement as amended hereby.

23.   The execution of this Amendment and acceptance of any
documents related hereto shall not be deemed to be a waiver of
any Default or Event of Default under the Credit Agreement or
breach, default or event of default under any Loan Document or
other document held by the Agent, whether or not known to the
Agent and whether or not existing on the date of this Amendment.

24.   The Borrower hereby absolutely and unconditionally releases
and forever discharges the Agent and the Banks, and any and all
participants, parent corporations, subsidiary corporations,
affiliated corporations, insurers, indemnitors, successors and
assigns thereof, together with all of the present and former
directors, officers, agents and employees of any of the
foregoing, from any and all claims, demands or causes of action
of any kind, nature or description, whether arising in law or
equity or upon contract or tort or under any state or federal law
or otherwise, which the Borrower has had, now has or has made
claim to have against any such person for or by reason of any
act, omission, matter, cause or thing whatsoever arising from the
beginning of time to and including the date of this Amendment,
whether such claims, demands and causes of action are matured or
unmatured or known or unknown.

25.   The Borrower hereby reaffirms its agreement under the
Credit Agreement to pay or reimburse the Agent on demand for all
costs and expenses incurred by the Agent in connection with the
Loan Documents and all other documents contemplated thereby,
including without limitation all reasonable fees and
disbursements of legal counsel.  Without limiting the generality
of the foregoing, the Borrower specifically agrees to pay all
fees and disbursements of counsel to the Agent for the services
performed by such counsel in connection with the preparation of
this Amendment and the documents and instruments incidental
hereto.

26.   This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall
be deemed an original and all of which counterparts, taken
together, shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their respective officers thereunto duly authorized,
as of the date first above written.


INTER-REGIONAL FINANCIAL GROUP, INC.

By:  Daniel J. Reuss
Its:  Senior Vice President

NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, as Agent

By:  Byron Payne
Its:  Assistant Vice President

NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION

By:  Byron Payne
Its:  Assistant Vice President

FIRST BANK NATIONAL ASSOCIATION

By:  Jose A. Peris
Its:  Vice President

<PAGE>
                                                     Exhibit 4(b)

              THIRD AMENDMENT TO TERM LOAN AGREEMENT


This Amendment is made as of this 30th day of November, 1993, by
and between Inter-Regional Financial Group, Inc., a Delaware
corporation (the "Borrower") and Norwest Bank Minnesota, National
Association, a national banking association (the "Bank").

The Borrower and the Bank have entered into a Term Loan Agreement
dated as of October 16, 1992, as amended by a First Amendment to
Term Loan Agreement dated as of March 12, 1993, and a Second
Amendment to Term Loan Agreement dated as of June 23, 1993 (as
amended, the "Loan Agreement"), pursuant to which the Bank made
the Term Loan to the Borrower subject to the terms and conditions
set forth in the Loan Agreement.

The Term Loan made by the Bank to the Borrower under the Loan
Agreement is evidenced by the Term Note of the Borrower dated
October 16, 1992, payable to the order of the Bank in the
original principal of $2,000,000 (the "Term Note").

The Borrower, the Bank, First Bank National Association and
Norwest Bank Minnesota, National Association, as agent, have
entered into an amended and restated Credit Agreement of even
date herewith, as the same may be amended or restated from time
to time (the "Credit Agreement").

The Borrower has requested the Bank to amend certain provisions
of the Loan Agreement to be consistent with the provisions of the
Credit Agreement.

The Bank is willing to grant the Borrower's request subject to
the terms and conditions hereinafter set forth.

ACCORDINGLY, the parties hereto agree as follows:

1.  All capitalized terms used in this Amendment, unless
specifically defined herein, shall have the meanings given to
such terms in the Loan Agreement.

2.  Section 6.02 of the Loan Agreement is hereby amended by
deleting the word "and" at the end of Section 6.02(g), by
deleting the period at the end of Section 6.02(h) and by
substituting therefor the word "; and" and by adding the
following new Section 6.02(i) at the end of Section 6.02:

    "(i)  indebtedness of the Borrower to the Bank or First Bank
National Association on account of irrevocable standby letters of
credit other than the Standby Letters of Credit (as defined in
the Credit Agreement dated as of June 23, 1993, by and among the
Bank, the Borrower, First Bank National Association, Norwest Bank
Minnesota, National Association, as agent) issued by the Bank or
First Bank National Association for the account of the Borrower,
provided that (i) each such letter of credit is issued to support
obligations of Insight Investment Management, Inc., a subsidiary
of the Borrower, to deliver securities to any unit investment
trust, (ii) each such letter of credit is issued with an expiry
date not later than 30 days after the date of issuance and (iii)
the aggregate face amount of all such letters of credit issued
and outstanding at any time plus all unpaid reimbursement
obligations of the Borrower in connection with all such letters
of credit does not exceed at any time $30,000,000."

3.  Section 6.09 of the Loan Agreement is hereby amended by
deleting the second sentence thereof and by substituting the
following new sentence in its place:

     "The Borrower will not, and will not permit any Subsidiary
to, make any capital expenditure, including capitalized lease
obligations permitted in this Section, if, after giving effect to
such expenditure, the aggregate amount of such expenditures made
by the Borrower and its Subsidiaries combined will exceed
$15,000,000 in any calendar year."

4.  The Borrower hereby represents and warrants to the Bank that:

    (a)  The Borrower has all requisite power and authority,
corporate or otherwise, to conduct its business, to own its
properties and to execute and deliver this Amendment and perform
all of its obligations under the Loan Agreement, as amended by
this Amendment, and under the Term Note.

   (b)  The execution, delivery and performance by the Borrower
of its obligations under the Loan Agreement, as amended by this
Amendment, and under the Term Note has been duly authorized by
all necessary corporate action on the part of the Borrower and do
not and will not (i) require any consent or approval of the
stockholders of the Borrower, or any authorization, consent or
approval by any governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign, (ii)
violate any provision of any law, rule or regulation (including,
without limitation, Regulation X of the Board of Governors of the
Federal Reserve System) or of any order, writ, injunction or
decree presently in effect having applicability to the Borrower
or of the Certificate of Incorporation or Bylaws of the Borrower,
(iii) result in a breach of or constitute a default under any
indenture or loan or credit agreement or any other agreement,
lease or instrument to which the Borrower is a party or by which
the Borrower or its properties may be bound or affected, or (iv)
result in, or require, the creation or imposition of any
mortgage, deed of trust, pledge, lien, security interest or other
charge or encumbrance of any nature upon or with respect to any
of the properties now owned or hereafter acquired by the
Borrower.

   (c)  The Loan Agreement, as amended by this Amendment, and the
Term Note constitute the legal, valid and binding obligations of
the Borrower enforceable against the Borrower in accordance with
their respective terms.

   (d)  All of the representations and warranties contained in
Article IV of the Loan Agreement are correct on and as of the
date hereof, except to the extent that such representations and
warranties relate solely to an earlier date.

5.  This Amendment shall be of no force or effect until the Bank
shall have received the following, in form and substance
satisfactory to the Bank:

   (a)  copy of the resolutions adopted by the Board of Directors
of the Borrower authorizing the execution and delivery of this
Amendment, certified as having been duly adopted prior to and as
being in effect on the date of this Amendment; and

   (b)  A signed copy of an opinion of counsel for the Borrower,
addressed to the Bank in form and content acceptable to the Bank.

6.  On the date this Amendment becomes effective, all references
in the Loan Agreement to "this Agreement" and all references in
the Term Note to the "Term Loan Agreement" shall be deemed to
refer to the Loan Agreement as amended by this Amendment.

7.  Except as explicitly amended by this Amendment, all of the
original terms and conditions of the Loan Agreement and the Term
Note shall remain in full force and effect.

8.  The Borrower hereby agrees to pay all reasonable fees and
disbursements of counsel to the Bank for the services performed
by such counsel in connection with the preparation of this
Amendment and any documents or instruments incidental thereto.

9.  This Amendment may be executed in any number of counterparts,
each of which shall be deemed to be an original and all such
counterparts, taken together, shall constitute but one and the
same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of the day and year first above written.


INTER-REGIONAL FINANCIAL GROUP, INC.

By:  Daniel J. Reuss
Its: Senior Vice President


NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION

By:  Byron Payne
Its:  Assistant Vice President

<PAGE>
                                                       Exhibit 28

                INTER-REGIONAL FINANCIAL GROUP, INC.

                          NEWS RELEASE

                JOHN C. APPEL NAMED DAIN BOSWORTH
               PRESIDENT, CHIEF OPERATING OFFICER

MINNEAPOLIS, February 3, 1994 -- Inter-Regional Financial Group
(NYSE:  IFG) today named John C. Appel president and chief
operating officer of its Minneapolis-based subsidiary, Dain
Bosworth Incorporated, a full-service regional brokerage and
investment banking firm which does business in 16 states and had
revenues of $301.8 million in 1993.  Appel, 45, formerly served
as executive vice president and chief financial officer of both
IFG and Dain Bosworth Incorporated.

According to Irving Weiser, IFG's president and chief executive
officer, all Dain Bosworth business units now report to Appel,
including the heads of Dain Bosworth's retail sales, corporate
capital and fixed income groups.  Appel will remain an executive
vice president of IFG, but the company expects to fill both CFO
positions at some point in the future.  Weiser, who similarly
holds positions at both IFG and Dain Bosworth, will remain as
chairman and chief executive officer of Dain Bosworth.

"In almost eight years with our company, John Appel has had a
major impact on the success of IFG and Dain Bosworth, and he has
a deep understanding of every aspect of our business," Weiser
commented.  "His financial disciplines were instrumental in IFG's
turnaround and he played a key role in our development of a more
'planful' approach to managing a cyclical business."  Weiser
called Appel "an outstanding business leader and one of the
architects of our growth strategy."

Appel joined IFG in 1986 as senior vice president and CFO and was
promoted to executive vice president in 1990.  That same year, he
also became executive vice president and CFO of Dain Bosworth.
Before joining IFG, Appel was a partner with the accounting firm
of Deloitte Haskins & Sells (now Deloitte Touche), having joined
the firm in 1970.  He earned a bachelor's degree from the
University of Michigan in 1970 and an MBA from Harvard in 1975.


Appel serves as a director of Smith Breeden Associates, Inc., a
money management and banking firm based  in North Carolina.
Active in the community, Appel serves on the boards of Minnesota
DARE, the Minnesota Zoo and Minneapolis Athletic Club.  In
addition, he was a section chair of the Minneapolis United Way
1993 campaign.  His professional affiliations include the
Financial Executives Institute and the Securities Industry
Association's Clearance and Settlement Committee.

Inter-Regional Financial Group is, through Dain Bosworth
Incorporated and Rauscher Pierce Refsnes, Inc., one of the
nation's largest full-service regional brokerage and investment
banking companies.  IFG's two broker-dealers serve individual,
institutional, corporate and governmental clients in 22
predominantly western states.  IFG also is the parent company of
Insight Investment Management, Inc., adviser for the Great Hall
Funds, and Regional Operations Group, Inc., a brokerage
operations and technology services subsidiary.  The company's
common stock is traded on the New York Stock Exchange under the
symbol IFG.

###
CONTACT:  B. J. French, IFG Corporate Communications - (612) 371-
2363
[{"type": "8-K", "sequence": "1", "description": "FEBRUARY 11, 1994 FORM 8-K", "secsgml_size_bytes": 42169}]
{"company-data": {"conformed-name": "INTER REGIONAL FINANCIAL GROUP INC", "cik": "0000050916", "assigned-sic": "6211", "irs-number": "411228350", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-08186", "film-number": "94508916"}, "business-address": {"street1": "DAIN BOSWORTH PLAZA", "street2": "60 SOUTH SIXTH ST", "city": "MINNEAPOLIS", "state": "MN", "zip": "55402", "phone": "6123717750"}, "former-company": {"former-conformed-name": "DAIN KALMAN & CO INC", "date-changed": "19680207"}}
SECURITIES AND EXCHANGE COMMISSION

                    Washington, D.C.  20549

                           FORM 8-K

                        CURRENT REPORT

                PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

                        Date of  Report
                      February 11, 1994

                Inter-Regional Financial Group, Inc.
      Exact name of registrant as specified in its charter)

                          DELAWARE
       (State or other jurisdiction of incorporation of
                        organization)

                 1-8186                       41-1228350
        (Commission File Number)    (IRS Employer Identification
                                                 Number)

                    Dain Bosworth Plaza
                   60 South Sixth Street
             Minneapolis, Minnesota                55402-4422
       (Address of principal executive offices)    (Zip Code)

Registrant's telephone number, including area code (612) 371-7750
Item 5.    OTHER EVENTS

On February 1, 1994, the registrant elected two new individuals
to its Board of Directors, C.A. Rundell, Jr., of Dallas, Texas
and Robert L. Ryan of Minneapolis, Minnesota.  The additions
increased the size of the registrant's Board to nine directors
and brings to six the number of non-management directors.

Rundell heads Rundell Enterprises and is active as a director
and/or consultant with particular emphasis on financial
structuring, strategic planning, acquisitions and divestitures.
Among his board affiliations, he serves as chairman of NCI
Building Systems, which designs, manufactures and markets metal
building systems and components for non-residential use.  Rundell
also serves as a director of Tyler Corporation, American
Healthcare Management, Inc., Tandy Brands Accessories, Inc.,
Eljer Industries, Inc., Bollinger Industries, Inc. and Redman
Industries, Inc., as well as several private companies.  He holds
a BS degree in chemical engineering from the University of Texas
and an MBA with distinction from Harvard University.

Ryan is senior vice president and chief financial officer of
Medtronic, Inc., a Minnesota-based developer and manufacturer of
biomedical devices for improving cardiovascular and neurological
health.  Prior to joining Medtronic in April 1993, Ryan was for
11 years affiliated with Union Texas Petroleum Corporation in
Houston, Texas, most recently as vice president of finance and
chief financial officer.  From 1975 to 1982, he was a vice
president of Citicorp, and from 1970 to 1975, an engagement
manager with McKinsey & Co., a management consulting firm.  Ryan
serves as a director of TECO Energy (Tampa Electric), Riverwood
International Corporation, and the United Negro College Fund of
Houston.  He earned a BS degree in electrical engineering from
Wayne State University, an MS in electrical engineering from
Cornell University, and an MBA from Harvard University.

On February 3, 1994, the registrant named John C. Appel President
and Chief Operating Officer of its Minneapolis-based brokerage
subsidiary, Dain Bosworth Incorporated.  Appel was formerly the
Chief Financial Officer of the registrant and Dain Bosworth
Incorporated.  Mr. Appel remains an Executive Vice President of
the Registrant.  Reference is made to the press release filed as
Exhibit 28 herewith.

Item 7.   FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 4(a)   First Amendment to Credit Agreement dated November
30, 1993.

Exhibit 4(b)   Third Amendment to Term Loan Agreement dated
November 30, 1993

Exhibit 28     Press release regarding the election of John Appel
as President of Dain Bosworth Incorporated.

                               SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

INTER-REGIONAL FINANCIAL GROUP, INC.
Registrant

Date: February 11, 1994          By:   Daniel J. Reuss
                                       Daniel J. Reuss
                                       Senior Vice President
                                       Corporate Controller and
                                       Treasurer
Exhibit 4(a)

                   FIRST AMENDMENT TO CREDIT AGREEMENT

This Amendment is made as of this 30th day of November, 1993, by
and among INTER-REGIONAL FINANCIAL GROUP, INC., a Delaware
corporation (the "Borrower"), the financial institutions that
have executed this Amendment (the "Banks") and Norwest Bank
Minnesota, National Association, a national banking association,
as agent for the Banks (the "Agent").

The Borrower, the Banks and the Agent have entered into a Credit
Agreement dated as of June 23, 1993 (the "Credit Agreement"),
which Credit Agreement amended and restated the Credit Agreement
dated as of June 27, 1991, by and among the Borrower, the Banks
and the Agent, as amended from time to time.  The Banks have
agreed, severally but not jointly, to make loans to the Borrower
on the terms and conditions set forth in the Credit Agreement.

Loans made by the Banks under the Credit Agreement are evidenced
by promissory notes dated as of June 23, 1993 executed by the
Borrower in favor of each Bank (each, a "Note").  The Notes
mature on June 30, 1995.

At the Borrower's request, the Agent has agreed to issue
irrevocable standby letters of credit for the account of the
Borrower, and each of the Banks has agreed to participate in each
of such letters of credit, on the terms and conditions set forth
in this Agreement.

ACCORDINGLY, the parties hereto hereby agree as follows:

1.  Terms used in this Amendment which are defined in the Credit
Agreement shall have the same meanings as defined therein, unless
otherwise defined herein.

2.  The Recitals to the Credit Agreement are hereby amended by
deleting the third paragraph thereof and by substituting the
following new paragraph in its place:

          "At the Borrower's request, the Banks have agreed to
continue to make loans to the Borrower, the Agent has agreed to
issue certain irrevocable standby letters of credit for the
account of the Borrower, and the Agent has agreed to continue to
serve as Agent in the making of such loans and the issuance of
such letters of credit, on the terms and conditions set forth in
this Agreement."

3.   Section 1.01 of the Credit Agreement is hereby amended by
deleting the definition of "Loan Documents" as it appears on page
5 of the Credit Agreement and by substituting the following new
definition in its place:

          "'Loan Documents' means this Agreement, the Notes and
the Standby Letter of Credit Applications."

4.   Section 1.01 of the Credit Agreement is hereby further
amended by adding to Section 1.01, in alphabetical order, the
following new definitions:

          "'L/C Amount' means the sum of (i) the aggregate face
amount of any issued and outstanding Standby Letters of Credit
and (ii) the unpaid amount of the Obligation of Reimbursement.

           'Obligation of Reimbursement' has the meaning
specified in Section 2.17 hereof.

           'Special Account' means a cash collateral account
maintained by the Agent in connection with Standby Letters of
Credit, as contemplated by Section 2.17.

           'Standby Letter of Credit' has the meaning specified
in Section 2.17 hereof.

           'Standby Letter of Credit Application' has the meaning
specified in Section 2.17 hereof."

5.   Section 2.01 of the Credit Agreement is hereby amended by
deleting the first sentence thereof and by substituting the
following new sentence in its place:

           "Each Bank agrees, severally but not jointly, on the
terms and subject to the conditions hereinafter set forth, to
make the Bank's Percentage of the Advances requested by the
Borrower from time to time during the period from the date hereof
to and including the Commitment Termination Date, in an aggregate
amount not to exceed at any time outstanding that Bank's
respective Commitment less that Bank's Percentage of the L/C
Amount."

6.   Section 2.08 of the Credit Agreement is hereby deleted in
its entirety and the following new Section 2.08 is substituted in
its place:

     "Section 2.08  Termination or Reduction of the Commitments.
The Borrower shall have the right at any time and from time to
time upon five Domestic Business Days' prior notice to the Agent
permanently to terminate in whole or permanently to reduce in
part the Commitments, pro rata as to each Bank based on its
Percentage, without penalty or premium, provided that each
partial reduction shall be in the amount of $3,000,000 or an
integral multiple thereof, and provided further that no reduction
shall reduce the sum of the Commitments to an amount less than
(i) the aggregate amount of the Advances outstanding under the
Revolving Notes at the time plus (ii) the L/C Amount."

7.   The following new Section 2.17 is hereby added to the Credit
Agreement immediately after Section 2.16 thereof:

      "Section 2.17  Standby Letters of Credit.

   (a)  Subject to the terms and conditions set forth in this
Section 2.17 and in Article III, the Agent shall issue one or
more irrevocable standby letters of credit for the account of the
Borrower (each a 'Standby Letter of Credit') from time to time
during the period from the date hereof to and including the
Commitment Termination Date, in an aggregate amount at any time
outstanding not to exceed the sum of the Commitments of the Banks
less the sum of (i) all outstanding Advances hereunder and (ii)
the unpaid amount of the Obligation of Reimbursement.

   (b)   Each Bank hereby unconditionally and irrevocably accepts
for its account and risk an undivided participating interest in
the obligations of the Agent with respect to each Standby Letter
of Credit.  Each Bank's participation in a Standby Letter of
Credit shall be that Bank's Percentage of the face amount of such
Standby Letter of Credit.

   (c)   No Letter of Credit shall be issued with an expiry date
later than the Commitment Termination Date in effect as of the
date of issuance.

   (d)   Whenever the Borrower desires to obtain issuance of a
Standby Letter of Credit, the Borrower shall request the same by
written notice to the Agent or telephonic request to the Agent
from any person purporting to be authorized to request issuance
of a Standby Letter of Credit on behalf of the Borrower, which
notice or request shall specify the date of the requested
issuance (which date shall be a Domestic Business Day).  Prior to
the requested date of issuance, the Borrower shall provide the
Agent with an application for Standby Letter of Credit (each a
'Standby Letter of Credit Application') duly executed in the form
of Exhibit H hereto.  The terms and conditions set forth in each
such Standby Letter of Credit Application shall supplement the
terms and conditions hereof, but in the event of inconsistency
between the terms of any such Standby Letter of Credit
Application and the terms hereof, the terms hereof shall control.
Any request for the issuance of a Standby Letter of Credit under
this Section 2.17 shall be deemed to be a representation by the
Borrower that (i) the conditions set forth in this Section 2.17
have been met, and (ii) the statements set forth in Section 3.02
hereof are correct as of the time of the request.

   (e)   The Agent shall promptly notify each Bank of the
issuance of a Standby Letter of Credit and of the face amount of
such Standby Letter of Credit.

   (f)   The Borrower shall pay to the Agent for the account of
the Banks a Standby Letter of Credit fee (i) with respect to
Standby Letters of Credit issued with an expiration date less
than sixty (60) days after the date of issuance, equal to three
quarters of one percent (.75%) per annum of the face amount of
each such Standby Letter of Credit issued hereunder and (ii) with
respect to Standby Letter of Credit issued with an expiration
date sixty (60) or more days after the date of issuance, equal to
one and one-eighth percent (1.125%) per annum of the face amount
of each such Standby Letter of Credit issued hereunder.  Such
Standby Letter of Credit fee shall be computed for the period
commencing on the date of issuance of a Standby Letter of Credit
and ending on the expiration date thereof, and shall be payable
quarterly in arrears or in full upon the earlier expiration of
such Standby Letter of Credit.  In addition, the Borrower agrees
to pay to the Agent for the account of the Agent, on written
demand by the Agent, the administrative fees charged by the Agent
in the ordinary course of business in connection with the
honoring of drafts under any Standby Letter of Credit, and all
other activity with respect to the Standby Letters of Credit at
the then-current rates published by the Agent generally.

   (g)   Draws under any Letter of Credit shall be reimbursed to
the Agent in accordance with the applicable Standby Letter of
Credit Application and as follows:

         (i)  Whenever a draft under a Standby Letter of Credit
is presented to the Agent for payment, the Borrower hereby agrees
to immediately reimburse the Agent for the amount paid by the
Agent under the Standby Letter of Credit, plus any and all
reasonable charges and expenses that the Agent may pay or incur
relative to such draw, plus interest on all such amounts, charges
and expenses as set forth below (all such amounts are hereinafter
referred to, collectively, as the "Obligation of Reimbursement").

         (ii)   The Borrower hereby agrees to pay the Agent on
demand interest on all amounts, charges and expenses payable by
the Borrower to the Agent under this Section 2.17, accrued from
the date any such draft, charge or expense is paid by the Agent
until payment in full by the Borrower at the Floating Rate.

         (iii)   If the Borrower fails to pay to the Agent
promptly the amount of its Obligation of Reimbursement in
accordance with the terms hereof and the Standby Letter of Credit
Application pursuant to which such Standby Letter of Credit was
issued, the Agent is hereby irrevocably authorized and directed,
in its sole discretion, to make a Floating Rate Advance under
Section 2.01 hereof in an amount sufficient to discharge the
Obligation of Reimbursement, including all interest accrued
thereon but unpaid at the time of such Advance, and each Bank's
Percentage of such Advance shall be added to the outstanding
principal balance of such Bank's Revolving Note.

          (iv)   The obligations of the Borrower arising under
this Agreement shall be absolute, unconditional and irrevocable,
and shall be paid strictly in accordance with the terms of this
Agreement, under all circumstances whatsoever, including (without
limitation) the following circumstances: (A) payment by or on
behalf of the Agent under any Standby Letter of Credit against
presentation of a draft or certificate which does not comply with
the terms of such Standby Letter of Credit; (B) any lack of
validity or enforceability of any Standby Letter of Credit or any
other agreement or instrument relating to any Standby Letter of
Credit (collectively the 'Related Documents'); (C) any amendment
or waiver of or any consent to departure from all or any of the
Related Documents; (D) the existence of any claim, setoff,
defense or other right which the Borrower may have at any time,
against any beneficiary or any transferee of any Standby Letter
of Credit (or any persons or entities for whom any such
beneficiary or any such transferee may be acting), or other
person or entity, whether in connection with this Agreement, the
transactions contemplated herein or in the Related Documents or
any unrelated transactions; or (E) any statement or any other
document presented under any Standby Letter of Credit proving to
be forged, fraudulent, invalid or insufficient in any respect or
any statement therein being untrue or inaccurate in any respect
whatsoever; provided, however, that the Borrower shall have a
claim against the Agent and the Banks, and the Agent and the
Banks shall be liable to the Borrower to the extent, but only to
the extent, of any direct, as opposed to consequential, damages
suffered by the Borrower which were caused by:

            (i)   the willful misconduct or gross negligence of
the Agent, the Banks, or any of them, in determining whether
documents presented under any Standby Letter of Credit comply
with the terms of such Standby Letter of Credit; or

            (ii)   the willful or grossly negligent failure of
the Agent, the Banks, or any of them, to pay under any Standby
Letter of Credit after the presentation to the Agent of a draft
and certificate strictly complying with the terms and conditions
of such Standby Letter of Credit.

   (h)  The Agent will endeavor to promptly notify each Bank
whenever a draft under a Standby Letter of Credit is presented to
the Agent for payment.  If the Agent makes any payment pursuant
to the terms of any Standby Letter of Credit and is not
immediately reimbursed by the Borrower, the Agent shall promptly
notify each Bank of such payment and shall direct each Bank to
pay such Bank's Percentage of the unreimbursed amount.  Upon
receipt of any such notification prior to 1:00 p.m. (Minneapolis
time) on a Domestic Business Day, the recipient Bank shall be
unconditionally and irrevocably obligated to pay its Percentage
of the unreimbursed amount to the Agent in immediately available
funds prior to the close of business on such date.  Notices
received after 1:00 p.m. (Minneapolis time) shall be deemed to
have been received on the following Domestic Business Day.  If
payment is not made by a Bank when due hereunder, interest on the
unpaid amount shall accrue from the date of the Agent's
notification through the date of payment at the Federal Funds
Rate.  After making payment to the Agent under this subsection in
connection with a Standby Letter of Credit, a Bank shall be
entitled to participate to the extent of its Percentage in any
reimbursement obtained from the Borrower in respect of such
Standby Letter of Credit or in any amount added to the
outstanding principal balance of such Bank's Revolving Note
pursuant to Section 2.17(g) above.

   (i)  On the Commitment Termination Date or earlier termination
of the Commitments, the Borrower shall pay the Agent in
immediately available funds for deposit in the Special Account an
amount equal to the maximum aggregate amount available to be
drawn under all Standby Letters of Credit then outstanding,
assuming compliance with all conditions for drawing thereunder.
Amounts on deposit in the Special Account may be applied by the
Agent at any time or from time to time to the Borrower's
Obligation of Reimbursement or any other obligations of the
Borrower to the Banks arising under this Agreement, in the
Agent's sole discretion, and shall not be subject to withdrawal
by the Borrower so long as the Agent maintains a security
interest therein.  The Agent agrees to transfer any balance in
the Special Account to the Borrower at such time as the Agent is
required to release its security interest in the Special Account
under applicable law.

   (j)   The Borrower hereby pledges, and grants to the Agent, as
agent for itself and for the other Banks, a security interest in,
all funds held in the Special Account from time to time and all
proceeds thereof, as security for the payment of all present and
future Obligations of Reimbursement and all other amounts due and
to become due from the Borrower to any Bank pursuant to this
Agreement. The Agent shall have full ownership and control of the
Special Account, and the Borrower shall have no right to withdraw
the funds maintained in the Special Account.

8.   Section 3.02 of the Credit Agreement is hereby deleted in
its entirety and the following new Section 3.02 is substituted in
its place:

        "Section 3.02   Conditions Precedent to All Advances, to
the Term Loan and to the Issuance of All Standby Letters of
Credit.  The obligation of each Bank to make each Advance under
Section 2.01 (including the initial Advance) and to make the Term
Loan under Section 2.04 and the obligation of the Agent to issue
any Standby Letter of Credit under Section 2.17 shall be subject
to the further condition precedent that on the date of such
Advance, Term Loan or Standby Letter of Credit, as the case may
be:

          (a)   the representations and warranties contained in
Article IV are correct on and as of the date of such Advance,
Term Loan or Standby Letter of Credit, as the case may be, as
though made on and as of such date, except to the extent that
such representations and warranties relate solely to an earlier
date; and

          (b)   no event has occurred and is continuing, or would
result from such Advance, Term Loan or Standby Letter of Credit,
as the case may be, which constitutes a Default or an Event of
Default."

9.   Article V of the Credit Agreement is hereby amended by
deleting the first four (4) lines thereof and by substituting the
following new text in their place:

          "So long as any Note or any Obligation of Reimbursement
shall remain unpaid or any Standby Letter of Credit shall remain
outstanding or the Commitments shall be outstanding, the Borrower
will comply with the following requirements, unless each Bank
shall otherwise consent in writing:"

10.   Article VI of the Credit Agreement is hereby amended by
deleting the first three (3) lines thereof and by substituting
the following new text in their place:

          "So long as any Note or any Obligation of Reimbursement
shall remain unpaid or any Standby Letter of Credit shall remain
outstanding or the Commitments shall be outstanding, the Borrower
agrees that, without the prior written consent of each Bank:"

11.   Section 6.02 of the Credit Agreement is hereby amended by
deleting subsection (a) thereof and by substituting the following
new Section (a) in its place:

          "(a)  indebtedness evidenced by the Notes or arising or
existing in connection with any Standby Letter of Credit;".

12.   Section 6.02 of the Credit Agreement is hereby further
amended by deleting the word "and" as it appears at the end of
subsection (g) thereof, by deleting the period at the end of
subsection (h) thereof and substituting a semicolon and the word
"and" in its place and by adding the following new subsection (i)
immediately after subsection (h) thereof:

           "(i)   indebtedness of the Borrower to any of the
Banks on account of irrevocable standby letters of credit (other
than the Standby Letters of Credit) issued by any such Bank for
the account of the Borrower, provided that (i) each such letter
of credit is issued to support obligations of Insight Investment
Management, Inc., a subsidiary of the Borrower, to deliver
securities to any unit investment trust, (ii) each such letter of
credit is issued with an expiry date not later than 30 days after
the date of issuance and (iii) the aggregate face amount of all
such letters of credit issued and outstanding at any time plus
all unpaid reimbursement obligations of the Borrower in
connection with all such letters of credit does not exceed at any
time $30,000,000."

13.   Section 6.09 of the Credit Agreement is hereby amended by
deleting the second sentence thereof and by substituting the
following new sentence in its place:

      "The Borrower will not, and will not permit any Subsidiary
to, make any capital expenditure, including capitalized lease
obligations permitted in this Section, if, after giving effect to
such expenditure, the aggregate amount of such expenditures made
by the Borrower and its Subsidiaries combined will exceed
$15,000,000 in any calendar year."

14.   Section 7.01(a) of the Credit Agreement is hereby deleted
in its entirety and the following new Section 7.01(a) is
substituted in its place:

      "(a)   Default in the payment of any interest on or
principal of any of the Notes or any Obligation of Reimbursement
when it becomes due and payable; or".

15.   Section 7.01(d) is hereby amended by adding the following
new text immediately after the words "this Agreement" as they
appear in the second line of Section 7.01(d):

      "or any Standby Letter of Credit Application".

16.   Section 7.02 of the Credit Agreement is hereby amended by
renumbering subsection (e) thereof as subsection (f) and by
adding the following new subsection (e) immediately after
subsection (d) thereof:

       "(e)   If any Standby Letter of Credit remains
outstanding, the Agent may, by notice to the Borrower, require
the Borrower to deposit in the Special Account immediately
available funds equal to the aggregate face amount of all such
outstanding Standby Letters of Credit."

17.   The Credit Agreement is hereby amended by adding to the
Credit Agreement as Exhibit H thereto, the Application and
Agreement for Irrevocable Standby Letter of Credit attached to
this Amendment as Attachment 1.

18.   Except as explicitly amended by this Amendment, all of the
terms and conditions of the Credit Agreement shall remain in full
force and effect and shall apply to any advance or letter of
credit thereunder.

19.   The Borrower agrees to pay the Agent for the account of the
Banks as of the date hereof a fully earned, non-refundable fee in
the amount of $5,000 in consideration of the execution by the
Lender of this Amendment.

20.   This Amendment shall be effective upon receipt by the Agent
of an executed original hereof, together with each of the
following, each in substance and form acceptable to the Agent in
its sole discretion:

      (a)   Certificate of the Secretary of the Borrower
certifying as to (i) the resolutions of the board of directors of
the Borrower approving the execution and delivery of this
Amendment, (ii) the fact that the Articles of Incorporation and
Bylaws of the Borrower, which were certified and delivered to the
Agent pursuant to the Certificate of the Borrower's Secretary
dated as of June 23, 1993 continue in full force and effect and
have not been amended or otherwise modified except as set forth
in the Certificate to be delivered, and (iii) certifying that the
officers of the Borrower who have been certified to the Agent
pursuant to the Certificate of the Borrower's Secretary dated as
of June 23, 1993, as being authorized to sign and to act on
behalf of the Borrower continue to be so authorized or setting
forth the sample signatures of each of the officers of the
Borrower authorized to execute and deliver this Amendment and all
other documents, agreements and certificates on behalf of the
Borrower.

      (b)   Opinion of the Borrower's counsel as to the matters
set forth in paragraphs and  hereof and as to such other matters
as the Agent shall require.

21.   The Borrower hereby represents and warrants to the Lender
as follows:

      (a)   The Borrower has all requisite power and authority to
execute this Amendment and to perform all of its obligations
hereunder, and this Amendment has been duly executed and
delivered by the Borrower and constitutes the legal, valid and
binding obligation of the Borrower, enforceable in accordance
with its terms.

      (b)   The execution, delivery and performance by the
Borrower of this Amendment have been duly authorized by all
necessary corporate action and do not (i) require any
authorization, consent or approval by any governmental
department, commission, board, bureau, agency or instrumentality,
domestic or foreign, (ii) violate any provision of any law, rule
or regulation or of any order, writ, injunction or decree
presently in effect, having applicability to the Borrower, or the
articles of incorporation or by-laws of the Borrower, or (iii)
result in a breach of or constitute a default under any indenture
or loan or credit agreement or any other agreement, lease or
instrument to which the Borrower is a party or by which it or its
properties may be bound or affected.

       (c)   All of the representations and warranties contained
in Article IV of the Credit Agreement are correct on and as of
the date hereof as though made on and as of such date, except to
the extent that such representations and warranties relate solely
to an earlier date.

22.   All references in the Credit Agreement to "this Agreement"
shall be deemed to
refer to the Credit Agreement as amended hereby; and any and all
references in the Loan Documents shall be deemed to refer to the
Credit Agreement as amended hereby.

23.   The execution of this Amendment and acceptance of any
documents related hereto shall not be deemed to be a waiver of
any Default or Event of Default under the Credit Agreement or
breach, default or event of default under any Loan Document or
other document held by the Agent, whether or not known to the
Agent and whether or not existing on the date of this Amendment.

24.   The Borrower hereby absolutely and unconditionally releases
and forever discharges the Agent and the Banks, and any and all
participants, parent corporations, subsidiary corporations,
affiliated corporations, insurers, indemnitors, successors and
assigns thereof, together with all of the present and former
directors, officers, agents and employees of any of the
foregoing, from any and all claims, demands or causes of action
of any kind, nature or description, whether arising in law or
equity or upon contract or tort or under any state or federal law
or otherwise, which the Borrower has had, now has or has made
claim to have against any such person for or by reason of any
act, omission, matter, cause or thing whatsoever arising from the
beginning of time to and including the date of this Amendment,
whether such claims, demands and causes of action are matured or
unmatured or known or unknown.

25.   The Borrower hereby reaffirms its agreement under the
Credit Agreement to pay or reimburse the Agent on demand for all
costs and expenses incurred by the Agent in connection with the
Loan Documents and all other documents contemplated thereby,
including without limitation all reasonable fees and
disbursements of legal counsel.  Without limiting the generality
of the foregoing, the Borrower specifically agrees to pay all
fees and disbursements of counsel to the Agent for the services
performed by such counsel in connection with the preparation of
this Amendment and the documents and instruments incidental
hereto.

26.   This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall
be deemed an original and all of which counterparts, taken
together, shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their respective officers thereunto duly authorized,
as of the date first above written.

INTER-REGIONAL FINANCIAL GROUP, INC.

By:  Daniel J. Reuss
Its:  Senior Vice President

NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, as Agent

By:  Byron Payne
Its:  Assistant Vice President

NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION

By:  Byron Payne
Its:  Assistant Vice President

FIRST BANK NATIONAL ASSOCIATION

By:  Jose A. Peris
Its:  Vice President
Exhibit 4(b)

              THIRD AMENDMENT TO TERM LOAN AGREEMENT

This Amendment is made as of this 30th day of November, 1993, by
and between Inter-Regional Financial Group, Inc., a Delaware
corporation (the "Borrower") and Norwest Bank Minnesota, National
Association, a national banking association (the "Bank").

The Borrower and the Bank have entered into a Term Loan Agreement
dated as of October 16, 1992, as amended by a First Amendment to
Term Loan Agreement dated as of March 12, 1993, and a Second
Amendment to Term Loan Agreement dated as of June 23, 1993 (as
amended, the "Loan Agreement"), pursuant to which the Bank made
the Term Loan to the Borrower subject to the terms and conditions
set forth in the Loan Agreement.

The Term Loan made by the Bank to the Borrower under the Loan
Agreement is evidenced by the Term Note of the Borrower dated
October 16, 1992, payable to the order of the Bank in the
original principal of $2,000,000 (the "Term Note").

The Borrower, the Bank, First Bank National Association and
Norwest Bank Minnesota, National Association, as agent, have
entered into an amended and restated Credit Agreement of even
date herewith, as the same may be amended or restated from time
to time (the "Credit Agreement").

The Borrower has requested the Bank to amend certain provisions
of the Loan Agreement to be consistent with the provisions of the
Credit Agreement.

The Bank is willing to grant the Borrower's request subject to
the terms and conditions hereinafter set forth.

ACCORDINGLY, the parties hereto agree as follows:

1.  All capitalized terms used in this Amendment, unless
specifically defined herein, shall have the meanings given to
such terms in the Loan Agreement.

2.  Section 6.02 of the Loan Agreement is hereby amended by
deleting the word "and" at the end of Section 6.02(g), by
deleting the period at the end of Section 6.02(h) and by
substituting therefor the word "; and" and by adding the
following new Section 6.02(i) at the end of Section 6.02:

    "(i)  indebtedness of the Borrower to the Bank or First Bank
National Association on account of irrevocable standby letters of
credit other than the Standby Letters of Credit (as defined in
the Credit Agreement dated as of June 23, 1993, by and among the
Bank, the Borrower, First Bank National Association, Norwest Bank
Minnesota, National Association, as agent) issued by the Bank or
First Bank National Association for the account of the Borrower,
provided that (i) each such letter of credit is issued to support
obligations of Insight Investment Management, Inc., a subsidiary
of the Borrower, to deliver securities to any unit investment
trust, (ii) each such letter of credit is issued with an expiry
date not later than 30 days after the date of issuance and (iii)
the aggregate face amount of all such letters of credit issued
and outstanding at any time plus all unpaid reimbursement
obligations of the Borrower in connection with all such letters
of credit does not exceed at any time $30,000,000."

3.  Section 6.09 of the Loan Agreement is hereby amended by
deleting the second sentence thereof and by substituting the
following new sentence in its place:

     "The Borrower will not, and will not permit any Subsidiary
to, make any capital expenditure, including capitalized lease
obligations permitted in this Section, if, after giving effect to
such expenditure, the aggregate amount of such expenditures made
by the Borrower and its Subsidiaries combined will exceed
$15,000,000 in any calendar year."

4.  The Borrower hereby represents and warrants to the Bank that:

    (a)  The Borrower has all requisite power and authority,
corporate or otherwise, to conduct its business, to own its
properties and to execute and deliver this Amendment and perform
all of its obligations under the Loan Agreement, as amended by
this Amendment, and under the Term Note.

   (b)  The execution, delivery and performance by the Borrower
of its obligations under the Loan Agreement, as amended by this
Amendment, and under the Term Note has been duly authorized by
all necessary corporate action on the part of the Borrower and do
not and will not (i) require any consent or approval of the
stockholders of the Borrower, or any authorization, consent or
approval by any governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign, (ii)
violate any provision of any law, rule or regulation (including,
without limitation, Regulation X of the Board of Governors of the
Federal Reserve System) or of any order, writ, injunction or
decree presently in effect having applicability to the Borrower
or of the Certificate of Incorporation or Bylaws of the Borrower,
(iii) result in a breach of or constitute a default under any
indenture or loan or credit agreement or any other agreement,
lease or instrument to which the Borrower is a party or by which
the Borrower or its properties may be bound or affected, or (iv)
result in, or require, the creation or imposition of any
mortgage, deed of trust, pledge, lien, security interest or other
charge or encumbrance of any nature upon or with respect to any
of the properties now owned or hereafter acquired by the
Borrower.

   (c)  The Loan Agreement, as amended by this Amendment, and the
Term Note constitute the legal, valid and binding obligations of
the Borrower enforceable against the Borrower in accordance with
their respective terms.

   (d)  All of the representations and warranties contained in
Article IV of the Loan Agreement are correct on and as of the
date hereof, except to the extent that such representations and
warranties relate solely to an earlier date.

5.  This Amendment shall be of no force or effect until the Bank
shall have received the following, in form and substance
satisfactory to the Bank:

   (a)  copy of the resolutions adopted by the Board of Directors
of the Borrower authorizing the execution and delivery of this
Amendment, certified as having been duly adopted prior to and as
being in effect on the date of this Amendment; and

   (b)  A signed copy of an opinion of counsel for the Borrower,
addressed to the Bank in form and content acceptable to the Bank.

6.  On the date this Amendment becomes effective, all references
in the Loan Agreement to "this Agreement" and all references in
the Term Note to the "Term Loan Agreement" shall be deemed to
refer to the Loan Agreement as amended by this Amendment.

7.  Except as explicitly amended by this Amendment, all of the
original terms and conditions of the Loan Agreement and the Term
Note shall remain in full force and effect.

8.  The Borrower hereby agrees to pay all reasonable fees and
disbursements of counsel to the Bank for the services performed
by such counsel in connection with the preparation of this
Amendment and any documents or instruments incidental thereto.

9.  This Amendment may be executed in any number of counterparts,
each of which shall be deemed to be an original and all such
counterparts, taken together, shall constitute but one and the
same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of the day and year first above written.

INTER-REGIONAL FINANCIAL GROUP, INC.

By:  Daniel J. Reuss
Its: Senior Vice President

NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION

By:  Byron Payne
Its:  Assistant Vice President
Exhibit 28

                INTER-REGIONAL FINANCIAL GROUP, INC.

                          NEWS RELEASE

                JOHN C. APPEL NAMED DAIN BOSWORTH
               PRESIDENT, CHIEF OPERATING OFFICER

MINNEAPOLIS, February 3, 1994 -- Inter-Regional Financial Group
(NYSE:  IFG) today named John C. Appel president and chief
operating officer of its Minneapolis-based subsidiary, Dain
Bosworth Incorporated, a full-service regional brokerage and
investment banking firm which does business in 16 states and had
revenues of $301.8 million in 1993.  Appel, 45, formerly served
as executive vice president and chief financial officer of both
IFG and Dain Bosworth Incorporated.

According to Irving Weiser, IFG's president and chief executive
officer, all Dain Bosworth business units now report to Appel,
including the heads of Dain Bosworth's retail sales, corporate
capital and fixed income groups.  Appel will remain an executive
vice president of IFG, but the company expects to fill both CFO
positions at some point in the future.  Weiser, who similarly
holds positions at both IFG and Dain Bosworth, will remain as
chairman and chief executive officer of Dain Bosworth.

"In almost eight years with our company, John Appel has had a
major impact on the success of IFG and Dain Bosworth, and he has
a deep understanding of every aspect of our business," Weiser
commented.  "His financial disciplines were instrumental in IFG's
turnaround and he played a key role in our development of a more
'planful' approach to managing a cyclical business."  Weiser
called Appel "an outstanding business leader and one of the
architects of our growth strategy."

Appel joined IFG in 1986 as senior vice president and CFO and was
promoted to executive vice president in 1990.  That same year, he
also became executive vice president and CFO of Dain Bosworth.
Before joining IFG, Appel was a partner with the accounting firm
of Deloitte Haskins & Sells (now Deloitte Touche), having joined
the firm in 1970.  He earned a bachelor's degree from the
University of Michigan in 1970 and an MBA from Harvard in 1975.

Appel serves as a director of Smith Breeden Associates, Inc., a
money management and banking firm based  in North Carolina.
Active in the community, Appel serves on the boards of Minnesota
DARE, the Minnesota Zoo and Minneapolis Athletic Club.  In
addition, he was a section chair of the Minneapolis United Way
1993 campaign.  His professional affiliations include the
Financial Executives Institute and the Securities Industry
Association's Clearance and Settlement Committee.

Inter-Regional Financial Group is, through Dain Bosworth
Incorporated and Rauscher Pierce Refsnes, Inc., one of the
nation's largest full-service regional brokerage and investment
banking companies.  IFG's two broker-dealers serve individual,
institutional, corporate and governmental clients in 22
predominantly western states.  IFG also is the parent company of
Insight Investment Management, Inc., adviser for the Great Hall
Funds, and Regional Operations Group, Inc., a brokerage
operations and technology services subsidiary.  The company's
common stock is traded on the New York Stock Exchange under the
symbol IFG.

###
CONTACT:  B. J. French, IFG Corporate Communications - (612) 371-
2363