SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                      FORM 8-K

                            C U R R E N T   R E P O R T

                       Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934

                                  January 23, 1996  
                  Date of Report (Date Of Earliest Event Reported)

                              FIRST INTERSTATE BANCORP
          (Exact Name Of Registrant As Specified In Its Charter)

                                      Delaware              
                   (State Or Other Jurisdiction Of Incorporation)

                  1-4114                          95-1418530          
          (Commission File Number)      (IRS Employer Identification No.)

                             633 West Fifth Street
                         Los Angeles, California  90071         
          (Address Of Principal Executive Offices)       (Zip Code)

                                 (213) 614-3001                     
                (Registrant's Telephone Number, including Area Code)

                                 NOT APPLICABLE                         
           (Former Name Or Former Address, If Changed Since Last Report)


          ITEM 5.  OTHER EVENTS.

                    On January 23, 1996, First Interstate Bancorp
          ("First Interstate") and Wells Fargo & Company ("Wells")
          entered into an Agreement and Plan of Merger (the "Merger
          Agreement") providing for, among other things, the merger
          (the "Merger") of First Interstate with and into Wells,
          with Wells surviving the Merger.  The Merger is expected
          to qualify as a tax-free reorganization under the
          Internal Revenue Code of 1986, as amended (the "Code").

                    Pursuant to the Merger Agreement, each share of
          the common stock, par value $2.00 per share (the "First
          Interstate Common Stock"), of First Interstate
          outstanding on the date of the Merger (excluding shares
          of First Interstate Common Stock held by First Interstate
          as treasury stock or shares held by First Interstate or
          Wells or any of their subsidiaries, but including shares
          of First Interstate Common Stock (i) held directly or
          indirectly by Wells or First Interstate or any of their
          respective subsidiaries in trust accounts, managed
          accounts and the like or otherwise held in a fiduciary
          capacity that are beneficially owned by third parties or
          (ii) held by Wells or First Interstate or any of their
          respective subsidiaries in respect of a debt previously
          contracted), together with the common stock purchase
          rights attached thereto, will be converted into two-
          thirds of a share of the common stock, par value $5.00
          per share, of Wells ("Wells Common Stock").  No
          fractional shares of Wells Common Stock will be issued in
          the Merger, and First Interstate's stockholders who
          otherwise would be entitled to receive a fractional share
          of Wells Common Stock will receive a cash payment in lieu
          thereof.

                    In addition, pursuant to the Merger Agreement,
          each share of the 9.875% preferred stock, Series F, and
          each share of the 9.0% preferred stock, Series G, of
          First Interstate (collectively, the "First Interstate
          Preferred Stock") outstanding on the date of the Merger
          will be converted into one share of 9.875% preferred
          stock and 9.0% preferred stock, respectively, of Wells
          (the "New Preferred Stock") with substantially the same
          terms as the corresponding series of First Interstate
          Preferred Stock.  

                    Consummation of the Merger is subject to
          certain conditions, including, but not limited to,
          approval of the Merger by the holders of a majority of
          the outstanding shares of the First Interstate Common
          Stock and Wells Common Stock and the receipt of all
          required regulatory approvals without the imposition of
          any condition or requirement which the Board of Directors
          of First Interstate or Wells reasonably determines in
          good faith would so materially adversely impact the
          economic or business benefits of the transactions
          contemplated by the Merger Agreement to Wells and its
          stockholders or First Interstate and its stockholders, as
          the case may be, as to render inadvisable the
          consummation of the Merger.

                    Following the Merger, Wells' Board of Directors
          will be expanded by up to seven seats to be filled by
          persons serving as directors of First Interstate
          immediately prior to the Merger, and such persons will be
          selected jointly by the Board of Directors of First
          Interstate and Wells.  Wells' Board of Directors may be
          expanded by fewer than seven seats if there are fewer
          than seven members of First Interstate's Board of
          Directors at the effective time of the Merger who choose
          to serve on Wells' Board.   In addition, following the
          Merger, Wells will maintain corporate headquarters in
          each of San Francisco, California and Los Angeles,
          California, and one or more of the senior corporate
          officers of Wells will be based in Los Angeles.

                    As a further condition to the execution and
          delivery of the Merger Agreement, First Interstate and
          Wells executed and delivered to each other transaction
          termination fee letter agreements, each dated as of
          January 23, 1996 (collectively, the "Fee Letters"). 
          Pursuant to the Fee Letters, First Interstate and Wells
          each agreed to pay the other party, subject to certain
          conditions, a cash fee of $50 million in the event the
          Merger Agreement is terminated and certain initial
          triggering events (described therein) occur prior to or
          concurrently with such termination.  In addition, First
          Interstate and Wells each also agreed, subject to certain
          conditions, to pay a $150 million cash fee (less any
          amount paid as described in the preceding sentence) if
          certain subsequent events (described therein) occur
          within 18 months of the termination of the Merger
          Agreement.  Notwithstanding the above, First Interstate
          will not be obligated to make any such payment as a
          result of any action taken by First Bank System, Inc.
          ("FBS"), prior to, on or after the date of the Merger
          Agreement with respect to a merger or similar business
          combination involving First Interstate and FBS in which
          the holders of First Interstate Common Stock would
          receive, for each such share, solely 2.60 or less shares
          of the common stock of FBS (together with cash in lieu of
          fractional shares).

                    In addition, on January 23, 1996, First
          Interstate, Wells, FBS and Eleven Acquisition Corp., a
          wholly-owned subsidiary of FBS ("Acquisition"), entered
          into an agreement (the "Settlement Agreement") providing
          for certain payments from First Interstate to FBS in
          consideration of (i) the satisfaction and release of all
          claims in connection with litigation, regulatory filings
          or administrative protests that each of First Interstate,
          Wells, FBS or Acquisition, may have against one another;
          (ii) the termination of that certain Agreement and Plan
          of Merger, dated November 5, 1995, by and among First
          Interstate, FBS and Acquisition (relating to the earlier
          proposed merger of First Interstate and FBS); and (iii)
          the termination of that certain Stock Option Agreement
          and that certain Termination Fee Letter delivered by
          First Interstate to FBS, both dated as of November 5,
          1995.  Pursuant to the Settlement Agreement, First
          Interstate agreed to pay FBS $125,000,000 in cash on
          January 24, 1996 and to pay an additional $75,000,000
          upon consummation of the Merger.

                    The Merger Agreement, the Fee Letters and the
          Settlement Agreement are attached hereto as exhibits and
          incorporated herein by reference in their entirety.  The
          foregoing summaries of the Merger Agreement, the Fee
          Letters and the Settlement Agreement do not purport to be
          complete and are qualified in their entirety by reference
          to such exhibits.

          ITEM 7.  FINANCIAL STATEMENT AND EXHIBITS.

               (c)  Exhibits

                    The following Exhibits are filed with this
          Current Report on Form 8-K:

          Exhibit
          Number                   Description

           2.1           Agreement and Plan of Merger, dated as of
                         January 23, 1996, by and between First
                         Interstate Bancorp and Wells Fargo &
                         Company.

           2.2           Letter Agreement, dated as of January 23,
                         1996, by and between First Interstate
                         Bancorp and Wells Fargo & Company.

           2.3           Letter Agreement, dated as of January 23,
                         1996, by and between Wells Fargo & Company
                         and First Interstate Bancorp.

           2.4           Settlement Agreement, dated as of January
                         23, 1996, among First Bank System, Inc.,
                         Eleven Acquisition Corp., First Interstate
                         Bancorp and Wells Fargo & Company.

           
                                  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
          hereunder duly authorized.

          Dated:  January 30, 1996

                                   FIRST INTERSTATE BANCORP

                                   By: /s/ William J. Bogaard     
                                   Name:   William J. Bogaard
                                   Title:  Executive Vice President
                                           and General Counsel



                                EXHIBIT INDEX

          Exhibit
          Number              Description

            2.1          Agreement and Plan of Merger, dated as of
                         January 23, 1996, by and between First
                         Interstate Bancorp and Wells Fargo &
                         Company.

            2.2          Letter Agreement, dated as of January 23,
                         1996, by and between First Interstate
                         Bancorp and Wells Fargo & Company.

            2.3          Letter Agreement, dated as of January 23,
                         1996, by and between Wells Fargo & Company
                         and First Interstate Bancorp.

            2.4          Settlement Agreement, dated as of January
                         23, 1996, among First Bank System, Inc.,
                         Eleven Acquisition Corp., First Interstate
                         Bancorp and Wells Fargo & Company.
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SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                      FORM 8-K

                            C U R R E N T   R E P O R T

                       Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934

                                  January 23, 1996  
                  Date of Report (Date Of Earliest Event Reported)

                              FIRST INTERSTATE BANCORP
          (Exact Name Of Registrant As Specified In Its Charter)

                                      Delaware              
                   (State Or Other Jurisdiction Of Incorporation)

                  1-4114                          95-1418530          
          (Commission File Number)      (IRS Employer Identification No.)

                             633 West Fifth Street
                         Los Angeles, California  90071         
          (Address Of Principal Executive Offices)       (Zip Code)

                                 (213) 614-3001                     
                (Registrant's Telephone Number, including Area Code)

                                 NOT APPLICABLE                         
           (Former Name Or Former Address, If Changed Since Last Report)

          ITEM 5.  OTHER EVENTS.

                    On January 23, 1996, First Interstate Bancorp
          ("First Interstate") and Wells Fargo & Company ("Wells")
          entered into an Agreement and Plan of Merger (the "Merger
          Agreement") providing for, among other things, the merger
          (the "Merger") of First Interstate with and into Wells,
          with Wells surviving the Merger.  The Merger is expected
          to qualify as a tax-free reorganization under the
          Internal Revenue Code of 1986, as amended (the "Code").

                    Pursuant to the Merger Agreement, each share of
          the common stock, par value $2.00 per share (the "First
          Interstate Common Stock"), of First Interstate
          outstanding on the date of the Merger (excluding shares
          of First Interstate Common Stock held by First Interstate
          as treasury stock or shares held by First Interstate or
          Wells or any of their subsidiaries, but including shares
          of First Interstate Common Stock (i) held directly or
          indirectly by Wells or First Interstate or any of their
          respective subsidiaries in trust accounts, managed
          accounts and the like or otherwise held in a fiduciary
          capacity that are beneficially owned by third parties or
          (ii) held by Wells or First Interstate or any of their
          respective subsidiaries in respect of a debt previously
          contracted), together with the common stock purchase
          rights attached thereto, will be converted into two-
          thirds of a share of the common stock, par value $5.00
          per share, of Wells ("Wells Common Stock").  No
          fractional shares of Wells Common Stock will be issued in
          the Merger, and First Interstate's stockholders who
          otherwise would be entitled to receive a fractional share
          of Wells Common Stock will receive a cash payment in lieu
          thereof.

                    In addition, pursuant to the Merger Agreement,
          each share of the 9.875% preferred stock, Series F, and
          each share of the 9.0% preferred stock, Series G, of
          First Interstate (collectively, the "First Interstate
          Preferred Stock") outstanding on the date of the Merger
          will be converted into one share of 9.875% preferred
          stock and 9.0% preferred stock, respectively, of Wells
          (the "New Preferred Stock") with substantially the same
          terms as the corresponding series of First Interstate
          Preferred Stock.  

                    Consummation of the Merger is subject to
          certain conditions, including, but not limited to,
          approval of the Merger by the holders of a majority of
          the outstanding shares of the First Interstate Common
          Stock and Wells Common Stock and the receipt of all
          required regulatory approvals without the imposition of
          any condition or requirement which the Board of Directors
          of First Interstate or Wells reasonably determines in
          good faith would so materially adversely impact the
          economic or business benefits of the transactions
          contemplated by the Merger Agreement to Wells and its
          stockholders or First Interstate and its stockholders, as
          the case may be, as to render inadvisable the
          consummation of the Merger.

                    Following the Merger, Wells' Board of Directors
          will be expanded by up to seven seats to be filled by
          persons serving as directors of First Interstate
          immediately prior to the Merger, and such persons will be
          selected jointly by the Board of Directors of First
          Interstate and Wells.  Wells' Board of Directors may be
          expanded by fewer than seven seats if there are fewer
          than seven members of First Interstate's Board of
          Directors at the effective time of the Merger who choose
          to serve on Wells' Board.   In addition, following the
          Merger, Wells will maintain corporate headquarters in
          each of San Francisco, California and Los Angeles,
          California, and one or more of the senior corporate
          officers of Wells will be based in Los Angeles.

                    As a further condition to the execution and
          delivery of the Merger Agreement, First Interstate and
          Wells executed and delivered to each other transaction
          termination fee letter agreements, each dated as of
          January 23, 1996 (collectively, the "Fee Letters"). 
          Pursuant to the Fee Letters, First Interstate and Wells
          each agreed to pay the other party, subject to certain
          conditions, a cash fee of $50 million in the event the
          Merger Agreement is terminated and certain initial
          triggering events (described therein) occur prior to or
          concurrently with such termination.  In addition, First
          Interstate and Wells each also agreed, subject to certain
          conditions, to pay a $150 million cash fee (less any
          amount paid as described in the preceding sentence) if
          certain subsequent events (described therein) occur
          within 18 months of the termination of the Merger
          Agreement.  Notwithstanding the above, First Interstate
          will not be obligated to make any such payment as a
          result of any action taken by First Bank System, Inc.
          ("FBS"), prior to, on or after the date of the Merger
          Agreement with respect to a merger or similar business
          combination involving First Interstate and FBS in which
          the holders of First Interstate Common Stock would
          receive, for each such share, solely 2.60 or less shares
          of the common stock of FBS (together with cash in lieu of
          fractional shares).

                    In addition, on January 23, 1996, First
          Interstate, Wells, FBS and Eleven Acquisition Corp., a
          wholly-owned subsidiary of FBS ("Acquisition"), entered
          into an agreement (the "Settlement Agreement") providing
          for certain payments from First Interstate to FBS in
          consideration of (i) the satisfaction and release of all
          claims in connection with litigation, regulatory filings
          or administrative protests that each of First Interstate,
          Wells, FBS or Acquisition, may have against one another;
          (ii) the termination of that certain Agreement and Plan
          of Merger, dated November 5, 1995, by and among First
          Interstate, FBS and Acquisition (relating to the earlier
          proposed merger of First Interstate and FBS); and (iii)
          the termination of that certain Stock Option Agreement
          and that certain Termination Fee Letter delivered by
          First Interstate to FBS, both dated as of November 5,
          1995.  Pursuant to the Settlement Agreement, First
          Interstate agreed to pay FBS $125,000,000 in cash on
          January 24, 1996 and to pay an additional $75,000,000
          upon consummation of the Merger.

                    The Merger Agreement, the Fee Letters and the
          Settlement Agreement are attached hereto as exhibits and
          incorporated herein by reference in their entirety.  The
          foregoing summaries of the Merger Agreement, the Fee
          Letters and the Settlement Agreement do not purport to be
          complete and are qualified in their entirety by reference
          to such exhibits.

          ITEM 7.  FINANCIAL STATEMENT AND EXHIBITS.

               (c)  Exhibits

                    The following Exhibits are filed with this
          Current Report on Form 8-K:

          Exhibit
          Number                   Description

           2.1           Agreement and Plan of Merger, dated as of
                         January 23, 1996, by and between First
                         Interstate Bancorp and Wells Fargo &
                         Company.

           2.2           Letter Agreement, dated as of January 23,
                         1996, by and between First Interstate
                         Bancorp and Wells Fargo & Company.

           2.3           Letter Agreement, dated as of January 23,
                         1996, by and between Wells Fargo & Company
                         and First Interstate Bancorp.

           2.4           Settlement Agreement, dated as of January
                         23, 1996, among First Bank System, Inc.,
                         Eleven Acquisition Corp., First Interstate
                         Bancorp and Wells Fargo & Company.

           
                                  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
          hereunder duly authorized.

          Dated:  January 30, 1996

                                   FIRST INTERSTATE BANCORP

                                   By: /s/ William J. Bogaard     
                                   Name:   William J. Bogaard
                                   Title:  Executive Vice President
                                           and General Counsel

                                EXHIBIT INDEX

          Exhibit
          Number              Description

            2.1          Agreement and Plan of Merger, dated as of
                         January 23, 1996, by and between First
                         Interstate Bancorp and Wells Fargo &
                         Company.

            2.2          Letter Agreement, dated as of January 23,
                         1996, by and between First Interstate
                         Bancorp and Wells Fargo & Company.

            2.3          Letter Agreement, dated as of January 23,
                         1996, by and between Wells Fargo & Company
                         and First Interstate Bancorp.

            2.4          Settlement Agreement, dated as of January
                         23, 1996, among First Bank System, Inc.,
                         Eleven Acquisition Corp., First Interstate
                         Bancorp and Wells Fargo & Company.