<PAGE>
    THE REGISTRANT REQUESTS THAT THIS REGISTRATION STATEMENT BECOME EFFECTIVE
          IMMEDIATELY UPON FILING PURSUANT TO SECURITIES ACT RULE 462.

           As filed with the Securities and Exchange Commission on June 28, 1995
                                                     Registration No. 33-_______
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                             ----------------------
                           FIRST SECURITY CORPORATION
             (Exact name of registrant as specified in its charter)

          DELAWARE                                                    87-6118148
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                              Identification No.)

                         2ND FLOOR, 79 SOUTH MAIN STREET
                           SALT LAKE CITY, UTAH  84111
                                 (801) 246-6000
   (Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

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

                                SCOTT C. ULBRICH
              EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                           FIRST SECURITY CORPORATION
                                    2ND FLOOR
                              79 SOUTH MAIN STREET
                           SALT LAKE CITY, UTAH  84111
                                 (801) 246-5706
 (Name, address, including zip code, and telephone number, including area code,
of agent for service)

                             ----------------------
                                   Copies To:

                                A. ROBERT THORUP
                             RAY, QUINNEY & NEBEKER
                                    7TH FLOOR
                              79 SOUTH MAIN STREET
                           SALT LAKE CITY, UTAH  84111
                                 (801) 532-1500

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

Title of each class of        Amount to be registered   Proposed Maximum           Proposed Maximum            Amount of
securities to be registered                            offering price per share   aggregate offering price    registration fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                         <C>                      <C>                           <C>
Common Stock ($1.25             500,000 shares(2)           $29.00(1)                $14,500,000                   $4,999.60
par value)
Common Stock Rights(3)          500,000 rights                None                      None                          None
- -----------------------------------------------------------------------------------------------------------------------------------

     (1) Determined according to Rule 457(c) on June 22, 1995.

     (2) Plus, in accordance with Rule 416(a), such indeterminate number of
     shares as may become subject to options under the First Security Non-
     Employee Director Stock Option Plan (the "Plan") as a result of the
     adjustment provisions therein.  In addition, pursuant to rule 416(c) under
     the Securities Act of 1933, this Registration Statement also covers an
     indeterminate amount of options to be granted pursuant to the Plan.

     (3) Each share of Common Stock registered hereby includes one Right to
     purchase additional securities of the Company, which Right will not be
     evidenced separately from the Common Stock prior to the occurrence of
     certain events.  These Rights will be triggered by a future acquisition of
     a certain percentage of the Company's outstanding Common Stock by a
     stockholder or group of stockholders.
</TABLE>



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

  THIS REGISTRATION STATEMENT CONSISTS OF  _____ CONSECUTIVELY NUMBERED PAGES.
              THE EXHIBIT INDEX IS ON CONSECUTIVELY NUMBERED PAGE.


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


ITEM 1.        PLAN INFORMATION

                                    ********




ITEM 2.        REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

                                    ********









     ********  INFORMATION REQUIRED BY PART I TO BE CONTAINED IN THE SECTION
               10(A) PROSPECTUS IS OMITTED FROM THE REGISTRATION STATEMENT IN
               ACCORDANCE WITH RULE 428 UNDER THE SECURITIES ACT OF 1933 AND THE
               NOTE TO PART I OF FORM S-8.



                                       -2-
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in the Registration Statement:

     (1)  Registrant's Annual Report on Form 10-K for its fiscal year ended
          December 31, 1994;

     (2)  Registrant's Quarterly Report on Form 10-Q for the quarter ended March
          31, 1995; and

     (3)  Registrant's Proxy Statement dated March 15, 1995.

     In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Counsel for Registrant, Ray Quinney & Nebeker PC, has rendered an opinion
to the effect that the shares of Registrant's common stock covered by the
Registration Statement will be duly and validly issued, fully paid and
non-assessable upon issuance.  Alonzo W. Watson, who is Secretary of the
Company, and Brad D. Hardy, who is Assistant Secretary of the Company, are
members of the firm of Ray, Quinney & Nebeker.  A daughter of the Chairman and
Chief Executive Officer of the Company is an associate attorney at Ray Quinney &
Nebeker.  At March 31, 1995, attorneys at Ray Quinney & Nebeker, together with
their immediate families, beneficially owned less than 5% of the outstanding
shares of Common Stock of the Company.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Registrant's Articles of Incorporation require the Registrant to indemnify
and hold harmless its Directors and officers to the extent that indemnifiable
expenses or losses were not caused by the willful, bad faith or grossly
negligent conduct of the officer or director.  Registrant maintained a policy of
director's and officer's liability insurance to fund this obligation.


                                       -3-
<PAGE>

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses incurred or
paid by a director, officer or controlling person of Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.


ITEM 8.  EXHIBITS

     The following Exhibits are filed as a part of this Registration Statement:

     4.        The First Security Corporation Non-Employee Director Stock Option
               Plan.

     5.        Opinion of Ray Quinney & Nebeker, Professional Corporation.

     23.1      Consent of Deloitte & Touche LLP

     23.2      Consent of Ray Quinney & Nebeker (included in Exhibit 5).


ITEM 9.  UNDERTAKINGS

     (A)  Registrant hereby undertakes:

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

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;


                                       -4-
<PAGE>

               (ii) To reflect in the Prospectus any facts or events arising
          after the effective date of this registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this registration statement;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in this registration
          statement or any material change to such information in this
          registration statement;

          PROVIDED HOWEVER, that paragraphs (i) and (ii) do not apply if the
          information required to be included in a post-effective amendment by
          those paragraphs is contained in periodic reports filed by Registrant
          pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
          of 1934 that are incorporated by reference in this registration
          statement.

          (2) That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
          any of the securities being registered which remains unsold at the
          termination of the offering.

     (B)  Registrant hereby undertakes that, for purposes of determining any
     liability under the Securities Act of 1933, each filing of Registrant's
     annual report pursuant to Section 13(a) or Section 15(d) of the Securities
     Exchange Act of 1934 (and, where applicable, each filing of an employee
     benefit plan's annual report pursuant to Section 15(d) of the Securities
     Exchange Act of 1934) that is incorporated by reference in this
     registration statement shall be deemed to be a new registration statement
     relating to the securities offered herein, and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof.

     (C)  (1)  Registrant hereby undertakes to deliver or cause to be delivered
          with the Prospectus to each employee to whom the Prospectus is sent or
          given a copy of Registrant's annual report to stockholders for its
          last fiscal year, unless such employee otherwise has received a copy
          of such report, in which case Registrant shall state in the Prospectus
          that it will promptly furnish, without charge, a copy of such report
          on written request of the employee.  If the last fiscal year of
          Registrant has ended within 120 days prior to the use of the
          Prospectus, the annual report of Registrant for the preceding fiscal
          year may be so delivered, but within such 120-day period the annual
          report for the last fiscal year will be furnished to each such
          employee.


                                       -5-
<PAGE>

          (2)  Registrant hereby undertakes to transmit or cause to be
          transmitted to all employees participating in the Plan who do not
          otherwise receive such material as stockholders of Registrant, at the
          time and in the manner such material is sent to its stockholders,
          copies of all reports, proxy statements and other communications
          distributed to its stockholders generally.









                     [This space left blank intentionally.]


                                       -6-
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, First Security
Corporation has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Salt Lake City, Utah,
on the 28th day of June, 1995.

                                   FIRST SECURITY CORPORATION



                                   By:  /s/ Morgan J. Evans
                                        -------------------
                                        Morgan J. Evans
                                        President and Chief Operating Officer


                                POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
A. Robert Thorup, Esq. and Brad D. Hardy, Esq. and each of them, his true and
lawful attorney-in-fact and agent, with full powers of substitution, for him and
in his name, place and stead, in any and all capacities, to sign and to file any
and all amendments, including pre- and/or post-effective amendments to this
Registration Statement, with the Securities and Exchange Commission, granting to
said attorney-in-fact full power and authority to perform any other act on
behalf of the undersigned required to be done in connection therewith.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date or dates indicated.


Signature                                 Title                  Date
- ---------                                 -----                  ----


/s/ Spencer F. Eccles         Chairman and Chief
- -------------------------     Executive Officer, Director   June 28, 1995
Spencer F. Eccles


/s/ Morgan J. Evans           President and Chief
- -------------------------     Operating Officer, Director   June 28, 1995
Morgan J. Evans


                                       -7-
<PAGE>

/s/ Scott C. Ulbrich
- -------------------------
Scott C. Ulbrich              Executive Vice President and  June 28, 1995
                              Chief Financial Officer
                              (Principal Financial and
                              Accounting Officer)


/s/ James C. Beardall
- -------------------------
James C. Beardall             Director                      June 28, 1995


/s/ Rodney H. Brady
- -------------------------
Rodney H. Brady               Director                      June 28, 1995


/s/ James E. Bruce
- -------------------------
James E. Bruce                Director                      June 28, 1995


/s/ Thomas D. Dee
- -------------------------
Thomas D. Dee II              Director                      June 28, 1995


/s/ Dr. David P. Gardner
- -------------------------
Dr. David P. Gardner          Director                      June 28, 1995


/s/ Kendall D. Garff
- -------------------------
Kendall D. Garff              Director                      June 28, 1995


/s/ U. Edwin Garrison
- -------------------------
U. Edwin Garrison             Director                      June 28, 1995


/s/ David B. Haight
- -------------------------
David B. Haight               Director                      June 28, 1995


/s/ Jay Dee Harris
- -------------------------
Jay Dee Harris                Director                      June 28, 1995


                                       -8-
<PAGE>

/s/ Robert T. Heiner
- -------------------------
Robert T. Heiner              Director                      June 28, 1995


/s/ Karen H. Huntsman
- -------------------------
Karen H. Huntsman             Director                      June 28, 1995



- -------------------------
G. Frank Joklik               Director                      June 28, 1995


- -------------------------
B. Z. Kastler                 Director                      June 28, 1995


/s/ Joseph G. Maloof
- -------------------------
Joseph G. Maloof              Director                      June 28, 1995


/s/ Scott S. Parker
- -------------------------
Scott S. Parker               Director                      June 28, 1995


/s/ Dr. Arthur K. Smith
- -------------------------
Dr. Arthur K. Smith           Director                      June 28, 1995


/s/ James L. Sorenson
- -------------------------
James L. Sorenson             Director                      June 28, 1995


/s/ Harold J. Steele
- -------------------------
Harold J. Steele              Director                           June 28, 1995


                                       -9-
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT NUMBER           DESCRIPTION OF EXHIBIT                       LOCATION
- --------------           ----------------------                       --------

  4                      The First Security Corporation 1995 Non-
                         Employee Director Stock Option Plan

  5.                     Opinion of Ray Quinney & Nebeker, Professional
                         Corporation.

  23.1                   Consent of Deloitte & Touche LLP.

  23.2                   Consent of Ray Quinney & Nebeker.



                                                                     Included in
                                                                     Exhibit 5.


                                      -10-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18852}]
{"company-data": {"conformed-name": "FIRST SECURITY CORP /UT/", "cik": "0000312367", "assigned-sic": "6022", "irs-number": "876118148", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60681", "film-number": "95550350"}, "business-address": {"street1": "61 S MAIN ST", "city": "SALT LAKE CITY", "state": "UT", "zip": "84111", "phone": "8012465706"}}
THE REGISTRANT REQUESTS THAT THIS REGISTRATION STATEMENT BECOME EFFECTIVE
          IMMEDIATELY UPON FILING PURSUANT TO SECURITIES ACT RULE 462.

           As filed with the Securities and Exchange Commission on June 28, 1995
                                                     Registration No. 33-_______
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                             ----------------------
                           FIRST SECURITY CORPORATION
             (Exact name of registrant as specified in its charter)

          DELAWARE                                                    87-6118148
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                              Identification No.)

                         2ND FLOOR, 79 SOUTH MAIN STREET
                           SALT LAKE CITY, UTAH  84111
                                 (801) 246-6000
   (Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

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

                                SCOTT C. ULBRICH
              EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                           FIRST SECURITY CORPORATION
                                    2ND FLOOR
                              79 SOUTH MAIN STREET
                           SALT LAKE CITY, UTAH  84111
                                 (801) 246-5706
 (Name, address, including zip code, and telephone number, including area code,
of agent for service)

                             ----------------------
                                   Copies To:

                                A. ROBERT THORUP
                             RAY, QUINNEY & NEBEKER
                                    7TH FLOOR
                              79 SOUTH MAIN STREET
                           SALT LAKE CITY, UTAH  84111
                                 (801) 532-1500

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

                         CALCULATION OF REGISTRATION FEE
Title of each class of        Amount to be registered   Proposed Maximum           Proposed Maximum            Amount of
securities to be registered                            offering price per share   aggregate offering price    registration fee
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock ($1.25             500,000 shares(2)           $29.00(1)                $14,500,000                   $4,999.60
par value)
Common Stock Rights(3)          500,000 rights                None                      None                          None
- -----------------------------------------------------------------------------------------------------------------------------------

     (1) Determined according to Rule 457(c) on June 22, 1995.

     (2) Plus, in accordance with Rule 416(a), such indeterminate number of
     shares as may become subject to options under the First Security Non-
     Employee Director Stock Option Plan (the "Plan") as a result of the
     adjustment provisions therein.  In addition, pursuant to rule 416(c) under
     the Securities Act of 1933, this Registration Statement also covers an
     indeterminate amount of options to be granted pursuant to the Plan.

     (3) Each share of Common Stock registered hereby includes one Right to
     purchase additional securities of the Company, which Right will not be
     evidenced separately from the Common Stock prior to the occurrence of
     certain events.  These Rights will be triggered by a future acquisition of
     a certain percentage of the Company's outstanding Common Stock by a
     stockholder or group of stockholders.
-------------------------------------------------------------------------------
 -------------------------------------------------------------------------------

  THIS REGISTRATION STATEMENT CONSISTS OF  _____ CONSECUTIVELY NUMBERED PAGES.
              THE EXHIBIT INDEX IS ON CONSECUTIVELY NUMBERED PAGE.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.        PLAN INFORMATION

                                    ********

ITEM 2.        REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

                                    ********

     ********  INFORMATION REQUIRED BY PART I TO BE CONTAINED IN THE SECTION
               10(A) PROSPECTUS IS OMITTED FROM THE REGISTRATION STATEMENT IN
               ACCORDANCE WITH RULE 428 UNDER THE SECURITIES ACT OF 1933 AND THE
               NOTE TO PART I OF FORM S-8.

                                       -2-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in the Registration Statement:

     (1)  Registrant's Annual Report on Form 10-K for its fiscal year ended
          December 31, 1994;

     (2)  Registrant's Quarterly Report on Form 10-Q for the quarter ended March
          31, 1995; and

     (3)  Registrant's Proxy Statement dated March 15, 1995.

     In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Counsel for Registrant, Ray Quinney & Nebeker PC, has rendered an opinion
to the effect that the shares of Registrant's common stock covered by the
Registration Statement will be duly and validly issued, fully paid and
non-assessable upon issuance.  Alonzo W. Watson, who is Secretary of the
Company, and Brad D. Hardy, who is Assistant Secretary of the Company, are
members of the firm of Ray, Quinney & Nebeker.  A daughter of the Chairman and
Chief Executive Officer of the Company is an associate attorney at Ray Quinney &
Nebeker.  At March 31, 1995, attorneys at Ray Quinney & Nebeker, together with
their immediate families, beneficially owned less than 5% of the outstanding
shares of Common Stock of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Registrant's Articles of Incorporation require the Registrant to indemnify
and hold harmless its Directors and officers to the extent that indemnifiable
expenses or losses were not caused by the willful, bad faith or grossly
negligent conduct of the officer or director.  Registrant maintained a policy of
director's and officer's liability insurance to fund this obligation.

                                       -3-
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses incurred or
paid by a director, officer or controlling person of Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.  EXHIBITS

     The following Exhibits are filed as a part of this Registration Statement:

     4.        The First Security Corporation Non-Employee Director Stock Option
               Plan.

     5.        Opinion of Ray Quinney & Nebeker, Professional Corporation.

     23.1      Consent of Deloitte & Touche LLP

     23.2      Consent of Ray Quinney & Nebeker (included in Exhibit 5).

ITEM 9.  UNDERTAKINGS

     (A)  Registrant hereby undertakes:

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

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

                                       -4-
(ii) To reflect in the Prospectus any facts or events arising
          after the effective date of this registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this registration statement;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in this registration
          statement or any material change to such information in this
          registration statement;

          PROVIDED HOWEVER, that paragraphs (i) and (ii) do not apply if the
          information required to be included in a post-effective amendment by
          those paragraphs is contained in periodic reports filed by Registrant
          pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
          of 1934 that are incorporated by reference in this registration
          statement.

          (2) That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
          any of the securities being registered which remains unsold at the
          termination of the offering.

     (B)  Registrant hereby undertakes that, for purposes of determining any
     liability under the Securities Act of 1933, each filing of Registrant's
     annual report pursuant to Section 13(a) or Section 15(d) of the Securities
     Exchange Act of 1934 (and, where applicable, each filing of an employee
     benefit plan's annual report pursuant to Section 15(d) of the Securities
     Exchange Act of 1934) that is incorporated by reference in this
     registration statement shall be deemed to be a new registration statement
     relating to the securities offered herein, and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof.

     (C)  (1)  Registrant hereby undertakes to deliver or cause to be delivered
          with the Prospectus to each employee to whom the Prospectus is sent or
          given a copy of Registrant's annual report to stockholders for its
          last fiscal year, unless such employee otherwise has received a copy
          of such report, in which case Registrant shall state in the Prospectus
          that it will promptly furnish, without charge, a copy of such report
          on written request of the employee.  If the last fiscal year of
          Registrant has ended within 120 days prior to the use of the
          Prospectus, the annual report of Registrant for the preceding fiscal
          year may be so delivered, but within such 120-day period the annual
          report for the last fiscal year will be furnished to each such
          employee.

                                       -5-
(2)  Registrant hereby undertakes to transmit or cause to be
          transmitted to all employees participating in the Plan who do not
          otherwise receive such material as stockholders of Registrant, at the
          time and in the manner such material is sent to its stockholders,
          copies of all reports, proxy statements and other communications
          distributed to its stockholders generally.

                     [This space left blank intentionally.]

                                       -6-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, First Security
Corporation has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Salt Lake City, Utah,
on the 28th day of June, 1995.

                                   FIRST SECURITY CORPORATION

                                   By:  /s/ Morgan J. Evans
                                        -------------------
                                        Morgan J. Evans
                                        President and Chief Operating Officer

                                POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
A. Robert Thorup, Esq. and Brad D. Hardy, Esq. and each of them, his true and
lawful attorney-in-fact and agent, with full powers of substitution, for him and
in his name, place and stead, in any and all capacities, to sign and to file any
and all amendments, including pre- and/or post-effective amendments to this
Registration Statement, with the Securities and Exchange Commission, granting to
said attorney-in-fact full power and authority to perform any other act on
behalf of the undersigned required to be done in connection therewith.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date or dates indicated.

Signature                                 Title                  Date
- ---------                                 -----                  ----

/s/ Spencer F. Eccles         Chairman and Chief
- -------------------------     Executive Officer, Director   June 28, 1995
Spencer F. Eccles

/s/ Morgan J. Evans           President and Chief
- -------------------------     Operating Officer, Director   June 28, 1995
Morgan J. Evans

                                       -7-
/s/ Scott C. Ulbrich
- -------------------------
Scott C. Ulbrich              Executive Vice President and  June 28, 1995
                              Chief Financial Officer
                              (Principal Financial and
                              Accounting Officer)

/s/ James C. Beardall
- -------------------------
James C. Beardall             Director                      June 28, 1995

/s/ Rodney H. Brady
- -------------------------
Rodney H. Brady               Director                      June 28, 1995

/s/ James E. Bruce
- -------------------------
James E. Bruce                Director                      June 28, 1995

/s/ Thomas D. Dee
- -------------------------
Thomas D. Dee II              Director                      June 28, 1995

/s/ Dr. David P. Gardner
- -------------------------
Dr. David P. Gardner          Director                      June 28, 1995

/s/ Kendall D. Garff
- -------------------------
Kendall D. Garff              Director                      June 28, 1995

/s/ U. Edwin Garrison
- -------------------------
U. Edwin Garrison             Director                      June 28, 1995

/s/ David B. Haight
- -------------------------
David B. Haight               Director                      June 28, 1995

/s/ Jay Dee Harris
- -------------------------
Jay Dee Harris                Director                      June 28, 1995

                                       -8-
/s/ Robert T. Heiner
- -------------------------
Robert T. Heiner              Director                      June 28, 1995

/s/ Karen H. Huntsman
- -------------------------
Karen H. Huntsman             Director                      June 28, 1995

- -------------------------
G. Frank Joklik               Director                      June 28, 1995

- -------------------------
B. Z. Kastler                 Director                      June 28, 1995

/s/ Joseph G. Maloof
- -------------------------
Joseph G. Maloof              Director                      June 28, 1995

/s/ Scott S. Parker
- -------------------------
Scott S. Parker               Director                      June 28, 1995

/s/ Dr. Arthur K. Smith
- -------------------------
Dr. Arthur K. Smith           Director                      June 28, 1995

/s/ James L. Sorenson
- -------------------------
James L. Sorenson             Director                      June 28, 1995

/s/ Harold J. Steele
- -------------------------
Harold J. Steele              Director                           June 28, 1995

                                       -9-
EXHIBIT INDEX

EXHIBIT NUMBER           DESCRIPTION OF EXHIBIT                       LOCATION
- --------------           ----------------------                       --------

  4                      The First Security Corporation 1995 Non-
                         Employee Director Stock Option Plan

  5.                     Opinion of Ray Quinney & Nebeker, Professional
                         Corporation.

  23.1                   Consent of Deloitte & Touche LLP.

  23.2                   Consent of Ray Quinney & Nebeker.

                                                                     Included in
                                                                     Exhibit 5.

                                      -10-