<PAGE>
                   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 Earliest Event Reported
                         September 26, 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

Dain Bosworth Acquisition of Clayton Brown

On October 7, 1994, Dain Bosworth Incorporated ("Dain Bosworth"),
the   Minneapolis-based   regional   securities   brokerage   and
investment banking  subsidiary of  the registrant,  completed the
acquisition  of   Chicago-based  Clayton  Brown  Holding  Company
("Clayton Brown"),  a privately  held firm  specializing  in  the
origination, underwriting,  trading  and  sale  of  fixed  income
securities through  its subsidiary,  Clayton Brown  & Associates,
Inc..   The aggregate  purchase price was between $24 million and
$25 million  in cash, and was calculated based on Clayton Brown's
net book  value at  September 30, 1994, as adjusted in accordance
with the purchase agreement.

Management  believes  that  the  acquisition  of  Clayton  Brown,
together with  planned retail  expansion in the state, gives Dain
Bosworth a  platform on  which  to  build  a  highly  competitive
presence in  the important Chicago market.  Dain Bosworth expects
to  retain  Clayton  Brown  offices  in  Chicago  and  New  York.
Rauscher Pierce  Refsnes,  Inc.,  the  registrant's  Dallas-based
regional securities  brokerage and  investment banking subsidiary
will retain  Clayton Brown's  Miami office.    Founded  in  1967,
Clayton Brown  has approximately  140 fixed  income professionals
and support staff and is similar in size to Dain Bosworth's fixed
income group.

Clayton  Brown's   operations  will  be  consolidated  with  Dain
Bosworth's by  mid-November 1994,  at which  time Clayton Brown's
Chicago and  New York offices will assume the Dain Bosworth name.
When the conversion is complete, Regional Operations Group, Inc.,
the registrant's  operations, clearing and technology subsidiary,
will begin  carrying and  handling all  clearance and  settlement
activities for Clayton Brown's customer accounts.

Tentative Settlement  of In  Re Taxable Municipal Bond Securities
Litigation

On September 26, 1994, a Settlement Agreement was entered into by
certain settling plaintiffs and settling defendants in connection
with the multi-district proceeding, In Re Taxable Bond Securities
Litigation (MDL  863), in  which Rauscher  Pierce  Refsnes,  Inc.
("Rauscher Pierce")  is named  as a  defendant.   As described in
detail in  previous filings  by the  registrant on Forms 10-K and
10-Q, this  action resulted  from Rauscher Pierre's participation
in the  underwriting syndicates  for seven taxable municipal bond
offerings for  an aggregate  of $1.55  billion.   Rauscher Pierce
underwrote an aggregate of $57.8 million of such bonds and served
as a co-manager of one $200 million bond offering.

The Settlement  Agreement provides  for the  creation of  a $25.5
million settlement fund by the settling defendants.  The settling
defendants include  the underwriters and issuers of the bonds and
the underwriters'  counsel.   Rauscher Pierce's  portion  of  the
underwriting syndicates' contribution to such settlement fund was
approximately $870,000,  which amount  was paid to the depository
bank in  early October.  Such funds will be held in escrow by the
depository bank  pending notification  of the  class of  eligible
class  plaintiffs   and  satisfaction   of  certain  requirements
contained in  the Settlement Agreement.  Such conditions include,
among others,  a requirement  that the  United Statement District
Court for  the Eastern  District of  Louisiana hold a hearing and
determine  that  the  settlement  should  be  approved  as  fair,
reasonable and  adequate.   In addition,  the settling defendants
have the  option to  terminate the  settlement if  the  aggregate
amount of  the claims  of members  of the plaintiff class who opt
out exceeds  certain specified  limits.   It is anticipated that,
subject  to   the  satisfaction  of  all  other  conditions,  the
settlement hearing  will be  held at the end of the first quarter
or during the second quarter of 1995.

Rauscher Pierce  believes that it has substantial and meritorious
defenses to  the  claims  raised  by  the  plaintiffs.    If  the
settlement is  consummated but  the  plaintiffs  in  any  of  the
actions in  which it  is a  defendant elect  to opt  out  of  the
settlement, Rauscher Pierce will vigorously defend itself in such
remaining actions.   While  the  outcome  of  any  litigation  is
uncertain, management, based in part upon consultation with legal
counsel, believes  that the  resolution of  all such matters will
not  have   a  material   adverse  effect   on  the  registrant's
consolidated financial condition.


Item 7. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 4(a)  Third Amendment to Credit Agreement dated
              September 30, 1994.

Exhibit 4(b)  Fifth Amendment to Term-Loan Agreement dated
              September 30, 1994.

                              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


                       Dated:  October 14, 1994
                          By:  Daniel J. Reuss
                               -------------------------
                               Daniel J. Reuss
                               Senior Vice President,
                               Corporate Controller and Treasurer

<PAGE>

INTER-REGIONAL FINANCIAL GROUP, INC. AND SUBSIDIARIES
INDEX OF EXHIBITS

Exhibit No.

    4(a)    -   Third Amendment to Credit Agreement dated
                September 30, 1994.

    4(b)    -   Fifth Amendment to Term-Loan Agreement dated
                September 30, 1994.

<PAGE>

                                                   Exhibit 4(a)

         THIRD AMENDMENT TO CREDIT AGREEMENT


This Amendment is made as of this 30th day of September, 1994, 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, as  amended  by  a  First
Amendment to Credit Agreement dated as of November 30, 1993 and a
Second Amendment  to Credit  Agreement dated  as of June 27, 1994
(as amended,  the "Credit  Agreement") by and among the Borrower,
the Banks  and the  Agent.   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.

The Borrower  has requested  that the  Banks and  the Agent amend
certain provisions of the Credit Agreement, and the Banks and the
Agent are  willing to  do so pursuant to 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.   Section 6.03(c) of the Credit Agreement is hereby amended by
deleting  existing   Section  6.03(c)  in  its  entirety  and  by
substituting therefor the following new Section 6.03(c):

    "(c)   in  addition to any guaranties set forth in Exhibit E,
(i) from  the date  of this  Agreement until  June  30,  1995,  a
guaranty by  the Borrower  of obligations  of ROG in favor of the
Depository Trust  Company in  an amount not to exceed $15,000,000
at any  time (from  and after June 30, 1995, no guaranty shall be
permitted by  Section 6.03(c)(i))  and  (ii)  guaranties  by  the
Borrower   of    indebtedness   (including    capitalized   lease
obligations) and operating leases of the Subsidiaries (other than
the  guaranties  permitted  by  Sections  6.03(d)  and  6.03(e));
provided that  the sum  of  the  aggregate  principal  amount  of
indebtedness guaranteed plus the aggregate amount of all payments
under operating  leases guaranteed  under this  clause (ii) shall
not exceed $3,000,000;"

3.   Section 6.03  of the  Credit Agreement  is hereby amended by
deleting the  word "and"  at the  end of  subsection (b)  and  by
adding the following new subsections (d) and (e):

      "(d)   a guaranty  by the Borrower in favor of Norwest Bank
Minnesota, National  Association of  (i) subordinated loans of up
to $10,000,000  from Norwest Bank Minnesota, National Association
to Dain  Bosworth Incorporated,  and (ii)  a subordinated loan of
$3,500,000 from  Norwest Bank  Minnesota, National Association to
Rauscher Pierce Refsnes, Inc.; and

       (e)   a  guaranty by  the Borrower  in favor of First Bank
National  Association   of  (i)   subordinated  loans  of  up  to
$10,000,000 from First Bank National Association to Dain Bosworth
Incorporated, and  (ii) a  subordinated loan  of $3,500,000  from
First Bank National Association to Rauscher Pierce Refsnes, Inc."

4.   Section 6.04(c)(iii)  of  the  Credit  Agreement  is  hereby
amended by deleting existing Section 6.04(c)(iii) in its entirety
and  by   substituting  therefor   the  following   new   Section
6.04(c)(iii):

      "(iii)  the sum of all cash consideration paid, the current
market value,  as of the date of such investment, of all property
(excluding stock  of the  Borrower) given  and  all  Indebtedness
incurred  or   assumed  (excluding   in  acquisitions  of  stock,
liabilities of  the acquired  Person other  than those assumed in
writing,  if  any,  by  the  Borrower)  in  connection  with  all
acquisitions under  this subsection   (c)  and  all  acquisitions
under Section  6.04A(b) does  not exceed  (i) with respect to the
Borrower's fiscal  year ending  December 31,  1994, the aggregate
amount of  $27,000,000, and  (ii) with respect to any fiscal year
of the  Borrower other  than the  fiscal year ending December 31,
1994, the aggregate amount of $25,000,000;"

5.  Section 6.04A(b) of the Credit Agreement is hereby amended by
deleting  existing  Section  6.04A(b)  in  its  entirety  and  by
substituting therefor the following new Section 6.04A(b):

      "(b)   the sum  of all cash consideration paid, the current
market value,  as of the date of such investment, of all property
(excluding stock  of the  Borrower) given  and  all  Indebtedness
incurred or assumed (excluding in stock acquisitions, liabilities
of the  acquired Person,  other than those assumed in writing, if
any, by the Acquiring Subsidiary) by such Acquiring Subsidiary in
connection with  each such  acquisition does not exceed, (i) with
respect to  the Borrower's  fiscal year  ended December 31, 1994,
the aggregate amount of $27,000,000, and (ii) with respect to any
fiscal year  of the  Borrower other  than the  fiscal year ending
December 31,  1994, 10%  of the  Consolidated Net Worth as of the
end of  the  most  recent  fiscal  quarter  for  which  financial
statements have  been delivered  to the Banks pursuant to Section
5.01(b); and"

6.  Section 6.04A(c) of the Credit Agreement is hereby amended by
deleting  existing  Section  6.04A(c)  in  its  entirety  and  by
substituting therefor the following new Section 6.04A(c):

      "(c)   the sum  of all cash consideration paid, the current
market value,  as of the date of such investment, of all property
(excluding stock  of the  Borrower) and  Indebtedness incurred or
assumed (excluding  in stock  acquisitions,  liabilities  of  the
acquired Person  other than  those assumed in writing, if any, by
the Acquiring  Subsidiary) in  connection with  all  acquisitions
under this  Section 6.04A and under Section 6.04(c)(iii) does not
exceed (i)  with respect  to the  Borrower's fiscal  year  ending
December 31,  1994, the aggregate amount of $27,000,000, and (ii)
with respect  to any  fiscal year  of the Borrower other than the
fiscal year  ending December  31, 1994,  the aggregate  amount of
$25,000,000.

7.   Section 7.01(i) of the Credit Agreement is hereby amended by
deleting the  phrase "(other  than this Agreement and the Notes)"
as it  appears in  the fourth  line of  Section  7.01(i)  and  by
substituting therefor  the phrase  "(other than  to Norwest  Bank
Minnesota,  National   Association  or  to  First  Bank  National
Association)".

8.   Section 7.01  of the  Credit Agreement  is hereby amended by
deleting  the  period  at  the  end  of  subsection  (o)  and  by
substituting therefor the word "; or" and by adding the following
new subsections (p) and (q) at the end thereof:

      "(p)   The Borrower  shall repudiate, purport to revoke, or
fail to  perform any  of its obligations under any guaranty given
by the  Borrower in  favor of  Norwest Bank  Minnesota,  National
Association or First Bank National Association; or

     (q)  A default in the payment of or performance (and, in the
case of a default in the performance of any obligation other than
a payment  obligation, the  continuance of  such  default  for  a
period of  30 days  after there  has been  given, by  delivery or
first class  mail, written notice specifying such default) of any
obligation of  the Borrower, Dain Bosworth Incorporated, Rauscher
Pierce Refsnes, Inc., ROG or any other Subsidiary of the Borrower
to Norwest  Bank Minnesota, National Association or to First Bank
National Association  under any  bond, debenture,  note or  other
evidence of  indebtedness or  under any indenture, loan agreement
or other instrument under which such evidence of indebtedness has
been issued  (other  than  a  default  in  whose  performance  is
elsewhere in this Section specifically dealt with)."

9.   Section 10.01  of the  Credit Agreement is hereby amended by
deleting  existing   Section  10.01   in  its   entirety  and  by
substituting therefor the following new Section 10.01:

      "Section 10.01  Pro Rata Sharing of Payments Applied to the
Notes.   Each Bank  agrees that  if it  shall apply  any  payment
(whether received  by such  Bank directly  from the  Borrower, by
exercising any  right of  setoff or counterclaim or otherwise) to
the  principal  and  interest  owing  to  such  Bank  under  this
Agreement which  application is  in an  amount greater  than  the
amount of  payment applied by the other Bank to the principal and
interest owing  to such other Bank under this Agreement, the Bank
applying such  proportionately greater amount shall purchase such
participations in  the obligations  of the  Borrower to the other
Bank, and  such adjustments  shall be made, as may be required so
that such  payments of  principal and  interest with  respect  to
amounts owed  by the  Borrower to  the Banks under this Agreement
shall be shared by the Banks pro rata based upon their respective
Percentages; provided,  that nothing in this Section shall impair
the right  of a  Bank to  receive any  payment or to exercise any
right or  remedy, including,  without limitation,  any  right  of
setoff or  counterclaim and  to apply  the amount  so received or
recovered to  the payment  of the Borrower's indebtedness to such
Bank other  than the  Borrower's indebtedness  to such Bank under
this Agreement;  provided, further,  however, that  if  any  such
payment shall  be recovered  or must  otherwise be restored, such
purchase in respect thereof shall be rescinded, without interest.

10.   Each Bank agrees to provide to the other Bank a copy of any
notice of default or acceleration relating to indebtedness of the
Borrower or  any Subsidiary  of the  Borrower to such Bank (other
than  under  this  Agreement)  simultaneously  with  such  Bank's
delivery of  any such  notice to the Borrower.  This paragraph 10
is for  the exclusive  benefit of  the Banks  (and  not  for  the
benefit of the Borrower or its Subsidiaries) and the failure of a
Bank to  provide such simultaneous notice to the other Bank shall
not impair  in any way the effectiveness of any such notice given
by such  Bank to  the  Borrower  or  to  any  Subsidiary  of  the
Borrower.

11.   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.

12.   The Borrower hereby represents and warrants to the Banks 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.

13.   This Agreement  shall be  of no  force or  effect until the
Banks shall  have received  the following,  in form and substance
satisfactory to the Banks:

       (a)   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  Banks in form and content acceptable
to the Bank.

14.   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.

15.   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.

16.   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 relating to the
Credit Agreement  and the  other Loan  Documents 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.

17.  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.

18.     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 Vice President


                    NORWEST BANK MINNESOTA,
                     NATIONAL ASSOCIATION

                    By  Byron Payne
                        -------------------------------
                    Its Assistant Vice President


                    FIRST BANK NATIONAL ASSOCIATION

                    By  Jose Peris
                        -------------------------------
                    Its Vice President
<PAGE>

                                                 Exhibit 4(b)

               FIFTH AMENDMENT TO TERM LOAN AGREEMENT


This Amendment is made as of this 30th day of September, 1994, 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,  a  Second
Amendment to  Term Loan  Agreement dated  as of  June 23, 1993, a
Third Amendment  to Term  Loan Agreement dated as of November 30,
1993 and  a Fourth  Amendment to  Term Loan Agreement dated as of
June 27,  1994 (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 has requested that the Bank amend certain provisions
of the  Loan Agreement  and the Bank is willing to do so pursuant
to the terms and conditions set forth in this Agreement.

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 6.03(c)  of the  Loan Agreement is hereby amended by
deleting  existing   Section  6.03(c)  in  its  entirety  and  by
substituting therefor the following new Section 6.03(c):

      "(c)  in addition to any guaranties set forth in Exhibit D,
(i) from  the date  of this  Agreement until  June  30,  1995,  a
guaranty by  the Borrower  of obligations  of ROG in favor of the
Depository Trust  Company in  an amount not to exceed $15,000,000
at any  time (from  and after June 30, 1995, no guaranty shall be
permitted by  Section 6.03(c)(i))  and  (ii)  guaranties  by  the
Borrower   of    indebtedness   (including    capitalized   lease
obligations) and operating leases of the Subsidiaries (other than
the  guaranties  permitted  by  Sections  6.03(d)  and  6.03(e));
provided that  the sum  of  the  aggregate  principal  amount  of
indebtedness guaranteed plus the aggregate amount of all payments
under operating  leases guaranteed  under this  clause (ii) shall
not exceed $3,000,000;"

3.   Section 6.03  of the  Loan Agreement  is hereby  amended  by
deleting the  word "and"  at the  end of  subsection (b)  and  by
adding the following new subsections (d) and (e):

     "(d)  a guaranty by the Borrower in favor of the Bank of (i)
subordinated loans  of up  to $10,000,000  from the  Bank to Dain
Bosworth Incorporated, and (ii) a subordinated loan of $3,500,000
from the Bank to Rauscher Pierce Refsnes, Inc.; and

      (e)   a guaranty  by the  Borrower in  favor of  First Bank
National  Association   of  (i)   subordinated  loans  of  up  to
$10,000,000 from First Bank National Association to Dain Bosworth
Incorporated, and  (ii) a  subordinated loan  of $3,500,000  from
First Bank National Association to Rauscher Pierce Refsnes, Inc."

4.   Section 6.04(c)(iii) of the Loan Agreement is hereby amended
by deleting  existing Section 6.04(c)(iii) in its entirety and by
substituting therefor the following new Section 6.04(c)(iii):

      "(iii)  the sum of all cash consideration paid, the current
market value,  as of the date of such investment, of all property
(excluding stock  of the  Borrower) given  and  all  Indebtedness
incurred  or   assumed  (excluding   in  acquisitions  of  stock,
liabilities of  the acquired  Person other  than those assumed in
writing,  if  any,  by  the  Borrower)  in  connection  with  all
acquisitions under this subsection (c) and all acquisitions under
Section  6.04A(b)  does  not  exceed  (i)  with  respect  to  the
Borrower's fiscal  year ending  December 31,  1994, the aggregate
amount of  $27,000,000, and  (ii) with respect to any fiscal year
of the  Borrower other  than the  fiscal year ending December 31,
1994, the aggregate amount of $25,000,000;"

5.   Section 6.04A(b)  of the Loan Agreement is hereby amended by
deleting  existing  Section  6.04A(b)  in  its  entirety  and  by
substituting therefor the following new Section 6.04A(b):

      "(b)   the sum  of all cash consideration paid, the current
market value,  as of the date of such investment, of all property
(excluding stock  of the  Borrower) given  and  all  Indebtedness
incurred or assumed (excluding in stock acquisitions, liabilities
of the  acquired Person,  other than those assumed in writing, if
any, by the Acquiring Subsidiary) by such Acquiring Subsidiary in
connection with  each such  acquisition does not exceed, (i) with
respect to  the Borrower's  fiscal year  ended December 31, 1994,
the aggregate amount of $27,000,000, and (ii) with respect to any
fiscal year  of the  Borrower other  than the  fiscal year ending
December 31,  1994, 10%  of the  Consolidated Net Worth as of the
end of  the  most  recent  fiscal  quarter  for  which  financial
statements have  been delivered  to the  Bank pursuant to Section
5.01(b); and"

6.   Section 6.04A(c)  of the Loan Agreement is hereby amended by
deleting  existing  Section  6.04A(c)  in  its  entirety  and  by
substituting therefor the following new Section 6.04A(c):

      "(c)   the sum  of all cash consideration paid, the current
market value,  as of the date of such investment, of all property
(excluding stock  of the  Borrower) and  Indebtedness incurred or
assumed (excluding  in stock  acquisitions,  liabilities  of  the
acquired Person  other than  those assumed in writing, if any, by
the Acquiring  Subsidiary) in  connection with  all  acquisitions
under this  Section 6.04A and under Section 6.04(c)(iii) does not
exceed (i)  with respect  to the  Borrower's fiscal  year  ending
December 31,  1994, the aggregate amount of $27,000,000, and (ii)
with respect  to any  fiscal year  of the Borrower other than the
fiscal year  ending December  31, 1994,  the aggregate  amount of
$25,000,000.

7.   Section 7.01(i)  of the  Loan Agreement is hereby amended by
deleting the  phrase "(other  than this  Agreement and  the  Term
Note)" as it appears in the fourth line of Section 7.01(i) and by
substituting therefor  the phrase  "(other than to the Bank or to
First Bank National Association)".

8.   Section 7.01  of the  Loan Agreement  is hereby  amended  by
deleting  the  period  at  the  end  of  subsection  (o)  and  by
substituting therefor the word "; or" and by adding the following
new subsections (p) and (q) at the end thereof:

      "(p)   The Borrower  shall repudiate, purport to revoke, or
fail to  perform any  of its obligations under any guaranty given
by the  Borrower in  favor of  the Bank  or First  Bank  National
Association; or

     (q)  A default in the payment of or performance (and, in the
case of a default in the performance of any obligation other than
a payment  obligation, the  continuance of  such  default  for  a
period of  30 days  after there  has been  given, by  delivery or
first class  mail, a  written notice  specifying such default) of
any obligation  of  the  Borrower,  Dain  Bosworth  Incorporated,
Rauscher Pierce Refsnes, Inc., ROG or any other Subsidiary of the
Borrower to  the Bank or to First Bank National Association under
any bond,  debenture, note  or other  evidence of indebtedness or
under any  indenture, loan  agreement or  other instrument  under
which such evidence of indebtedness has been issued (other than a
default  in  whose  performance  is  elsewhere  in  this  Section
specifically dealt with)."

9.  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  (1) 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,  (2)
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,
(3) 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 (4)
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.

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

       (a)   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.

11.  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.

12.   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.

13.   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.

14.     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 Vice President
[{"type": "8-K", "sequence": "1", "description": "SEPTEMBER 26, 1994 FORM 8-K", "secsgml_size_bytes": 35530}]
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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 Earliest Event Reported
                         September 26, 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

Dain Bosworth Acquisition of Clayton Brown

On October 7, 1994, Dain Bosworth Incorporated ("Dain Bosworth"),
the   Minneapolis-based   regional   securities   brokerage   and
investment banking  subsidiary of  the registrant,  completed the
acquisition  of   Chicago-based  Clayton  Brown  Holding  Company
("Clayton Brown"),  a privately  held firm  specializing  in  the
origination, underwriting,  trading  and  sale  of  fixed  income
securities through  its subsidiary,  Clayton Brown  & Associates,
Inc..   The aggregate  purchase price was between $24 million and
$25 million  in cash, and was calculated based on Clayton Brown's
net book  value at  September 30, 1994, as adjusted in accordance
with the purchase agreement.

Management  believes  that  the  acquisition  of  Clayton  Brown,
together with  planned retail  expansion in the state, gives Dain
Bosworth a  platform on  which  to  build  a  highly  competitive
presence in  the important Chicago market.  Dain Bosworth expects
to  retain  Clayton  Brown  offices  in  Chicago  and  New  York.
Rauscher Pierce  Refsnes,  Inc.,  the  registrant's  Dallas-based
regional securities  brokerage and  investment banking subsidiary
will retain  Clayton Brown's  Miami office.    Founded  in  1967,
Clayton Brown  has approximately  140 fixed  income professionals
and support staff and is similar in size to Dain Bosworth's fixed
income group.

Clayton  Brown's   operations  will  be  consolidated  with  Dain
Bosworth's by  mid-November 1994,  at which  time Clayton Brown's
Chicago and  New York offices will assume the Dain Bosworth name.
When the conversion is complete, Regional Operations Group, Inc.,
the registrant's  operations, clearing and technology subsidiary,
will begin  carrying and  handling all  clearance and  settlement
activities for Clayton Brown's customer accounts.

Tentative Settlement  of In  Re Taxable Municipal Bond Securities
Litigation

On September 26, 1994, a Settlement Agreement was entered into by
certain settling plaintiffs and settling defendants in connection
with the multi-district proceeding, In Re Taxable Bond Securities
Litigation (MDL  863), in  which Rauscher  Pierce  Refsnes,  Inc.
("Rauscher Pierce")  is named  as a  defendant.   As described in
detail in  previous filings  by the  registrant on Forms 10-K and
10-Q, this  action resulted  from Rauscher Pierre's participation
in the  underwriting syndicates  for seven taxable municipal bond
offerings for  an aggregate  of $1.55  billion.   Rauscher Pierce
underwrote an aggregate of $57.8 million of such bonds and served
as a co-manager of one $200 million bond offering.

The Settlement  Agreement provides  for the  creation of  a $25.5
million settlement fund by the settling defendants.  The settling
defendants include  the underwriters and issuers of the bonds and
the underwriters'  counsel.   Rauscher Pierce's  portion  of  the
underwriting syndicates' contribution to such settlement fund was
approximately $870,000,  which amount  was paid to the depository
bank in  early October.  Such funds will be held in escrow by the
depository bank  pending notification  of the  class of  eligible
class  plaintiffs   and  satisfaction   of  certain  requirements
contained in  the Settlement Agreement.  Such conditions include,
among others,  a requirement  that the  United Statement District
Court for  the Eastern  District of  Louisiana hold a hearing and
determine  that  the  settlement  should  be  approved  as  fair,
reasonable and  adequate.   In addition,  the settling defendants
have the  option to  terminate the  settlement if  the  aggregate
amount of  the claims  of members  of the plaintiff class who opt
out exceeds  certain specified  limits.   It is anticipated that,
subject  to   the  satisfaction  of  all  other  conditions,  the
settlement hearing  will be  held at the end of the first quarter
or during the second quarter of 1995.

Rauscher Pierce  believes that it has substantial and meritorious
defenses to  the  claims  raised  by  the  plaintiffs.    If  the
settlement is  consummated but  the  plaintiffs  in  any  of  the
actions in  which it  is a  defendant elect  to opt  out  of  the
settlement, Rauscher Pierce will vigorously defend itself in such
remaining actions.   While  the  outcome  of  any  litigation  is
uncertain, management, based in part upon consultation with legal
counsel, believes  that the  resolution of  all such matters will
not  have   a  material   adverse  effect   on  the  registrant's
consolidated financial condition.

Item 7. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 4(a)  Third Amendment to Credit Agreement dated
              September 30, 1994.

Exhibit 4(b)  Fifth Amendment to Term-Loan Agreement dated
              September 30, 1994.

                              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

                       Dated:  October 14, 1994
                          By:  Daniel J. Reuss
                               -------------------------
                               Daniel J. Reuss
                               Senior Vice President,
                               Corporate Controller and Treasurer
INTER-REGIONAL FINANCIAL GROUP, INC. AND SUBSIDIARIES
INDEX OF EXHIBITS

Exhibit No.

    4(a)    -   Third Amendment to Credit Agreement dated
                September 30, 1994.

    4(b)    -   Fifth Amendment to Term-Loan Agreement dated
                September 30, 1994.
Exhibit 4(a)

         THIRD AMENDMENT TO CREDIT AGREEMENT

This Amendment is made as of this 30th day of September, 1994, 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, as  amended  by  a  First
Amendment to Credit Agreement dated as of November 30, 1993 and a
Second Amendment  to Credit  Agreement dated  as of June 27, 1994
(as amended,  the "Credit  Agreement") by and among the Borrower,
the Banks  and the  Agent.   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.

The Borrower  has requested  that the  Banks and  the Agent amend
certain provisions of the Credit Agreement, and the Banks and the
Agent are  willing to  do so pursuant to 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.   Section 6.03(c) of the Credit Agreement is hereby amended by
deleting  existing   Section  6.03(c)  in  its  entirety  and  by
substituting therefor the following new Section 6.03(c):

    "(c)   in  addition to any guaranties set forth in Exhibit E,
(i) from  the date  of this  Agreement until  June  30,  1995,  a
guaranty by  the Borrower  of obligations  of ROG in favor of the
Depository Trust  Company in  an amount not to exceed $15,000,000
at any  time (from  and after June 30, 1995, no guaranty shall be
permitted by  Section 6.03(c)(i))  and  (ii)  guaranties  by  the
Borrower   of    indebtedness   (including    capitalized   lease
obligations) and operating leases of the Subsidiaries (other than
the  guaranties  permitted  by  Sections  6.03(d)  and  6.03(e));
provided that  the sum  of  the  aggregate  principal  amount  of
indebtedness guaranteed plus the aggregate amount of all payments
under operating  leases guaranteed  under this  clause (ii) shall
not exceed $3,000,000;"

3.   Section 6.03  of the  Credit Agreement  is hereby amended by
deleting the  word "and"  at the  end of  subsection (b)  and  by
adding the following new subsections (d) and (e):

      "(d)   a guaranty  by the Borrower in favor of Norwest Bank
Minnesota, National  Association of  (i) subordinated loans of up
to $10,000,000  from Norwest Bank Minnesota, National Association
to Dain  Bosworth Incorporated,  and (ii)  a subordinated loan of
$3,500,000 from  Norwest Bank  Minnesota, National Association to
Rauscher Pierce Refsnes, Inc.; and

       (e)   a  guaranty by  the Borrower  in favor of First Bank
National  Association   of  (i)   subordinated  loans  of  up  to
$10,000,000 from First Bank National Association to Dain Bosworth
Incorporated, and  (ii) a  subordinated loan  of $3,500,000  from
First Bank National Association to Rauscher Pierce Refsnes, Inc."

4.   Section 6.04(c)(iii)  of  the  Credit  Agreement  is  hereby
amended by deleting existing Section 6.04(c)(iii) in its entirety
and  by   substituting  therefor   the  following   new   Section
6.04(c)(iii):

      "(iii)  the sum of all cash consideration paid, the current
market value,  as of the date of such investment, of all property
(excluding stock  of the  Borrower) given  and  all  Indebtedness
incurred  or   assumed  (excluding   in  acquisitions  of  stock,
liabilities of  the acquired  Person other  than those assumed in
writing,  if  any,  by  the  Borrower)  in  connection  with  all
acquisitions under  this subsection   (c)  and  all  acquisitions
under Section  6.04A(b) does  not exceed  (i) with respect to the
Borrower's fiscal  year ending  December 31,  1994, the aggregate
amount of  $27,000,000, and  (ii) with respect to any fiscal year
of the  Borrower other  than the  fiscal year ending December 31,
1994, the aggregate amount of $25,000,000;"

5.  Section 6.04A(b) of the Credit Agreement is hereby amended by
deleting  existing  Section  6.04A(b)  in  its  entirety  and  by
substituting therefor the following new Section 6.04A(b):

      "(b)   the sum  of all cash consideration paid, the current
market value,  as of the date of such investment, of all property
(excluding stock  of the  Borrower) given  and  all  Indebtedness
incurred or assumed (excluding in stock acquisitions, liabilities
of the  acquired Person,  other than those assumed in writing, if
any, by the Acquiring Subsidiary) by such Acquiring Subsidiary in
connection with  each such  acquisition does not exceed, (i) with
respect to  the Borrower's  fiscal year  ended December 31, 1994,
the aggregate amount of $27,000,000, and (ii) with respect to any
fiscal year  of the  Borrower other  than the  fiscal year ending
December 31,  1994, 10%  of the  Consolidated Net Worth as of the
end of  the  most  recent  fiscal  quarter  for  which  financial
statements have  been delivered  to the Banks pursuant to Section
5.01(b); and"

6.  Section 6.04A(c) of the Credit Agreement is hereby amended by
deleting  existing  Section  6.04A(c)  in  its  entirety  and  by
substituting therefor the following new Section 6.04A(c):

      "(c)   the sum  of all cash consideration paid, the current
market value,  as of the date of such investment, of all property
(excluding stock  of the  Borrower) and  Indebtedness incurred or
assumed (excluding  in stock  acquisitions,  liabilities  of  the
acquired Person  other than  those assumed in writing, if any, by
the Acquiring  Subsidiary) in  connection with  all  acquisitions
under this  Section 6.04A and under Section 6.04(c)(iii) does not
exceed (i)  with respect  to the  Borrower's fiscal  year  ending
December 31,  1994, the aggregate amount of $27,000,000, and (ii)
with respect  to any  fiscal year  of the Borrower other than the
fiscal year  ending December  31, 1994,  the aggregate  amount of
$25,000,000.

7.   Section 7.01(i) of the Credit Agreement is hereby amended by
deleting the  phrase "(other  than this Agreement and the Notes)"
as it  appears in  the fourth  line of  Section  7.01(i)  and  by
substituting therefor  the phrase  "(other than  to Norwest  Bank
Minnesota,  National   Association  or  to  First  Bank  National
Association)".

8.   Section 7.01  of the  Credit Agreement  is hereby amended by
deleting  the  period  at  the  end  of  subsection  (o)  and  by
substituting therefor the word "; or" and by adding the following
new subsections (p) and (q) at the end thereof:

      "(p)   The Borrower  shall repudiate, purport to revoke, or
fail to  perform any  of its obligations under any guaranty given
by the  Borrower in  favor of  Norwest Bank  Minnesota,  National
Association or First Bank National Association; or

     (q)  A default in the payment of or performance (and, in the
case of a default in the performance of any obligation other than
a payment  obligation, the  continuance of  such  default  for  a
period of  30 days  after there  has been  given, by  delivery or
first class  mail, written notice specifying such default) of any
obligation of  the Borrower, Dain Bosworth Incorporated, Rauscher
Pierce Refsnes, Inc., ROG or any other Subsidiary of the Borrower
to Norwest  Bank Minnesota, National Association or to First Bank
National Association  under any  bond, debenture,  note or  other
evidence of  indebtedness or  under any indenture, loan agreement
or other instrument under which such evidence of indebtedness has
been issued  (other  than  a  default  in  whose  performance  is
elsewhere in this Section specifically dealt with)."

9.   Section 10.01  of the  Credit Agreement is hereby amended by
deleting  existing   Section  10.01   in  its   entirety  and  by
substituting therefor the following new Section 10.01:

      "Section 10.01  Pro Rata Sharing of Payments Applied to the
Notes.   Each Bank  agrees that  if it  shall apply  any  payment
(whether received  by such  Bank directly  from the  Borrower, by
exercising any  right of  setoff or counterclaim or otherwise) to
the  principal  and  interest  owing  to  such  Bank  under  this
Agreement which  application is  in an  amount greater  than  the
amount of  payment applied by the other Bank to the principal and
interest owing  to such other Bank under this Agreement, the Bank
applying such  proportionately greater amount shall purchase such
participations in  the obligations  of the  Borrower to the other
Bank, and  such adjustments  shall be made, as may be required so
that such  payments of  principal and  interest with  respect  to
amounts owed  by the  Borrower to  the Banks under this Agreement
shall be shared by the Banks pro rata based upon their respective
Percentages; provided,  that nothing in this Section shall impair
the right  of a  Bank to  receive any  payment or to exercise any
right or  remedy, including,  without limitation,  any  right  of
setoff or  counterclaim and  to apply  the amount  so received or
recovered to  the payment  of the Borrower's indebtedness to such
Bank other  than the  Borrower's indebtedness  to such Bank under
this Agreement;  provided, further,  however, that  if  any  such
payment shall  be recovered  or must  otherwise be restored, such
purchase in respect thereof shall be rescinded, without interest.

10.   Each Bank agrees to provide to the other Bank a copy of any
notice of default or acceleration relating to indebtedness of the
Borrower or  any Subsidiary  of the  Borrower to such Bank (other
than  under  this  Agreement)  simultaneously  with  such  Bank's
delivery of  any such  notice to the Borrower.  This paragraph 10
is for  the exclusive  benefit of  the Banks  (and  not  for  the
benefit of the Borrower or its Subsidiaries) and the failure of a
Bank to  provide such simultaneous notice to the other Bank shall
not impair  in any way the effectiveness of any such notice given
by such  Bank to  the  Borrower  or  to  any  Subsidiary  of  the
Borrower.

11.   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.

12.   The Borrower hereby represents and warrants to the Banks 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.

13.   This Agreement  shall be  of no  force or  effect until the
Banks shall  have received  the following,  in form and substance
satisfactory to the Banks:

       (a)   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  Banks in form and content acceptable
to the Bank.

14.   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.

15.   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.

16.   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 relating to the
Credit Agreement  and the  other Loan  Documents 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.

17.  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.

18.     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 Vice President

                    NORWEST BANK MINNESOTA,
                     NATIONAL ASSOCIATION

                    By  Byron Payne
                        -------------------------------
                    Its Assistant Vice President

                    FIRST BANK NATIONAL ASSOCIATION

                    By  Jose Peris
                        -------------------------------
                    Its Vice President
Exhibit 4(b)

               FIFTH AMENDMENT TO TERM LOAN AGREEMENT

This Amendment is made as of this 30th day of September, 1994, 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,  a  Second
Amendment to  Term Loan  Agreement dated  as of  June 23, 1993, a
Third Amendment  to Term  Loan Agreement dated as of November 30,
1993 and  a Fourth  Amendment to  Term Loan Agreement dated as of
June 27,  1994 (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 has requested that the Bank amend certain provisions
of the  Loan Agreement  and the Bank is willing to do so pursuant
to the terms and conditions set forth in this Agreement.

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 6.03(c)  of the  Loan Agreement is hereby amended by
deleting  existing   Section  6.03(c)  in  its  entirety  and  by
substituting therefor the following new Section 6.03(c):

      "(c)  in addition to any guaranties set forth in Exhibit D,
(i) from  the date  of this  Agreement until  June  30,  1995,  a
guaranty by  the Borrower  of obligations  of ROG in favor of the
Depository Trust  Company in  an amount not to exceed $15,000,000
at any  time (from  and after June 30, 1995, no guaranty shall be
permitted by  Section 6.03(c)(i))  and  (ii)  guaranties  by  the
Borrower   of    indebtedness   (including    capitalized   lease
obligations) and operating leases of the Subsidiaries (other than
the  guaranties  permitted  by  Sections  6.03(d)  and  6.03(e));
provided that  the sum  of  the  aggregate  principal  amount  of
indebtedness guaranteed plus the aggregate amount of all payments
under operating  leases guaranteed  under this  clause (ii) shall
not exceed $3,000,000;"

3.   Section 6.03  of the  Loan Agreement  is hereby  amended  by
deleting the  word "and"  at the  end of  subsection (b)  and  by
adding the following new subsections (d) and (e):

     "(d)  a guaranty by the Borrower in favor of the Bank of (i)
subordinated loans  of up  to $10,000,000  from the  Bank to Dain
Bosworth Incorporated, and (ii) a subordinated loan of $3,500,000
from the Bank to Rauscher Pierce Refsnes, Inc.; and

      (e)   a guaranty  by the  Borrower in  favor of  First Bank
National  Association   of  (i)   subordinated  loans  of  up  to
$10,000,000 from First Bank National Association to Dain Bosworth
Incorporated, and  (ii) a  subordinated loan  of $3,500,000  from
First Bank National Association to Rauscher Pierce Refsnes, Inc."

4.   Section 6.04(c)(iii) of the Loan Agreement is hereby amended
by deleting  existing Section 6.04(c)(iii) in its entirety and by
substituting therefor the following new Section 6.04(c)(iii):

      "(iii)  the sum of all cash consideration paid, the current
market value,  as of the date of such investment, of all property
(excluding stock  of the  Borrower) given  and  all  Indebtedness
incurred  or   assumed  (excluding   in  acquisitions  of  stock,
liabilities of  the acquired  Person other  than those assumed in
writing,  if  any,  by  the  Borrower)  in  connection  with  all
acquisitions under this subsection (c) and all acquisitions under
Section  6.04A(b)  does  not  exceed  (i)  with  respect  to  the
Borrower's fiscal  year ending  December 31,  1994, the aggregate
amount of  $27,000,000, and  (ii) with respect to any fiscal year
of the  Borrower other  than the  fiscal year ending December 31,
1994, the aggregate amount of $25,000,000;"

5.   Section 6.04A(b)  of the Loan Agreement is hereby amended by
deleting  existing  Section  6.04A(b)  in  its  entirety  and  by
substituting therefor the following new Section 6.04A(b):

      "(b)   the sum  of all cash consideration paid, the current
market value,  as of the date of such investment, of all property
(excluding stock  of the  Borrower) given  and  all  Indebtedness
incurred or assumed (excluding in stock acquisitions, liabilities
of the  acquired Person,  other than those assumed in writing, if
any, by the Acquiring Subsidiary) by such Acquiring Subsidiary in
connection with  each such  acquisition does not exceed, (i) with
respect to  the Borrower's  fiscal year  ended December 31, 1994,
the aggregate amount of $27,000,000, and (ii) with respect to any
fiscal year  of the  Borrower other  than the  fiscal year ending
December 31,  1994, 10%  of the  Consolidated Net Worth as of the
end of  the  most  recent  fiscal  quarter  for  which  financial
statements have  been delivered  to the  Bank pursuant to Section
5.01(b); and"

6.   Section 6.04A(c)  of the Loan Agreement is hereby amended by
deleting  existing  Section  6.04A(c)  in  its  entirety  and  by
substituting therefor the following new Section 6.04A(c):

      "(c)   the sum  of all cash consideration paid, the current
market value,  as of the date of such investment, of all property
(excluding stock  of the  Borrower) and  Indebtedness incurred or
assumed (excluding  in stock  acquisitions,  liabilities  of  the
acquired Person  other than  those assumed in writing, if any, by
the Acquiring  Subsidiary) in  connection with  all  acquisitions
under this  Section 6.04A and under Section 6.04(c)(iii) does not
exceed (i)  with respect  to the  Borrower's fiscal  year  ending
December 31,  1994, the aggregate amount of $27,000,000, and (ii)
with respect  to any  fiscal year  of the Borrower other than the
fiscal year  ending December  31, 1994,  the aggregate  amount of
$25,000,000.

7.   Section 7.01(i)  of the  Loan Agreement is hereby amended by
deleting the  phrase "(other  than this  Agreement and  the  Term
Note)" as it appears in the fourth line of Section 7.01(i) and by
substituting therefor  the phrase  "(other than to the Bank or to
First Bank National Association)".

8.   Section 7.01  of the  Loan Agreement  is hereby  amended  by
deleting  the  period  at  the  end  of  subsection  (o)  and  by
substituting therefor the word "; or" and by adding the following
new subsections (p) and (q) at the end thereof:

      "(p)   The Borrower  shall repudiate, purport to revoke, or
fail to  perform any  of its obligations under any guaranty given
by the  Borrower in  favor of  the Bank  or First  Bank  National
Association; or

     (q)  A default in the payment of or performance (and, in the
case of a default in the performance of any obligation other than
a payment  obligation, the  continuance of  such  default  for  a
period of  30 days  after there  has been  given, by  delivery or
first class  mail, a  written notice  specifying such default) of
any obligation  of  the  Borrower,  Dain  Bosworth  Incorporated,
Rauscher Pierce Refsnes, Inc., ROG or any other Subsidiary of the
Borrower to  the Bank or to First Bank National Association under
any bond,  debenture, note  or other  evidence of indebtedness or
under any  indenture, loan  agreement or  other instrument  under
which such evidence of indebtedness has been issued (other than a
default  in  whose  performance  is  elsewhere  in  this  Section
specifically dealt with)."

9.  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  (1) 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,  (2)
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,
(3) 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 (4)
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.

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

       (a)   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.

11.  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.

12.   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.

13.   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.

14.     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 Vice President