<PAGE>

   As filed with the Securities and Exchange Commission on February 6, 1997
                                                    Registration No. 333-

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

                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549
                                    --------------

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

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

                               FIRST BANK SYSTEM, INC.
                (Exact name of registrant as specified in its charter)

         Delaware                                       41-0255900
  (State or other jurisdiction                      (I.R.S. Employer
of incorporation or organization)                  Identification No.)

         First Bank Place
      601 Second Avenue South
       Minneapolis, Minnesota                         55402-4302
(Address of Principal Executive Offices)              (Zip Code)

                                  FIRST BANK SYSTEM
                              CAPITAL ACCUMULATION PLAN
                               (Full title of the plan)

         Lee R. Mitau, Esq.
       First Bank System, Inc.         Copy to:  Patrick F. Courtemanche, Esq.
         First Bank Place                       Dorsey & Whitney LLP
       601 Second Avenue South                  Pillsbury Center South
   Minneapolis, Minnesota  55402-4302           220 South Sixth Street
(Name and address of agent for service)    Minneapolis, Minnesota  55402-1498

                                    (612) 973-1111
            (Telephone number, including area code, of agent for service)

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


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                           CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 

                                               Proposed maximum    Proposed maximum        Amount of
Title of securities to be      Amount to be   offering price per  aggregate offering     registration
      registered                registered          share(1)           price (1)              fee
-----------------------------------------------------------------------------------------------------
<S>                             <C>            <C>                 <C>                    <C>
Common Stock, $1.25 par value     2,500,000         $74.50           $186,250,000           $56,440
                                                     ----              ---------            ---------

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
</TABLE>
 
(1) Estimated solely for the purpose of calculating the registration fee. 
    Pursuant to Rule 457(h)(1), the proposed maximum offering price per 
    share and the proposed maximum aggregate offering price are based upon the 
    average of the high and low prices of the Common Stock as reported on the 
    New York Stock Exchange on January 30, 1997

    Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
    statement also covers an indeterminate amount of interests in the First
    Bank System Capital Accumulation Plan to be offered and sold pursuant to 
    such plan.

<PAGE>

                                       PART II.
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents that have been filed by First Bank System,
Inc. (the "Company") with the Securities and Exchange Commission are
incorporated by reference in this Registration Statement, as of their respective
dates:

         (a)  the Company's Annual Report on Form 10-K for the year ended
         December 31, 1995;

         (b)  the Company's Quarterly Reports on Form 10-Q for the quarters
         ending March 31, 1996, June 30, 1996 and September 30, 1996;

         (c)  the Company's Current Reports on Form 8-K filed January 9, 1996,
         January 19, 1996 and January 29, 1996;

         (d)  the Annual Report on Form 11-K for the Company's Capital
         Accumulation Plan for the fiscal year ended December 31, 1995;

         (e)  the description of the Company's Common Stock contained in Item 1
         of the Registration Statement on Form 8-A dated March 19, 1984, as
         amended in its entirety by that Form 8 Amendment dated February 26,
         1993 and that Form 8-A/A-2 dated October 6, 1994, and any amendment or
         report filed for the purpose of updating such description filed
         subsequent to the date of this Prospectus and prior to the termination
         of the offering described herein.

         All documents filed by the Company or by the Company's Capital
Accumulation Plan (the "Plan") pursuant to Section 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent
to the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the respective dates of filing of
such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The description of the Company's capital stock to be offered pursuant
to this Registration Statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.

         Article Ninth of the Company's Restated Certificate of Incorporation,
as amended, provides that a director shall not be liable to the Company or its
stockholders for monetary damages for a breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing  violation of the law, (iii)
under the Delaware statutory


                                         -2-


<PAGE>

provision making directors personally liable for unlawful dividends or unlawful
stock repurchases or redemptions or (iv) for any transaction for which the
directors derived an improper personal benefit.

         The Bylaws of the Company provide that the officers and directors of
the Company and certain officers shall be indemnified to the full extent
permitted by the Delaware General Corporation Law, as amended from time to time.
Expenses incurred by officers and directors in defending actions, suits, or
proceedings may be paid by the Company in advance of any final disposition if
such officer or director agrees to repay such amounts if it is ultimately
determined that he or she is not entitled to be indemnified under Delaware law.

         The Company maintains a standard policy of officers' and directors'
liability insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         No securities are to be reoffered or resold pursuant to this
Registration Statement.

ITEM 8.  EXHIBITS

    Exhibit Number                     Description
    --------------                     -----------
          5.1                Copy of Internal Revenue Service
                             Determination Letter

         23.1                Consent of Ernst & Young LLP 

         24.1                Power of Attorney.

ITEM 9.       UNDERTAKINGS.

    A.   POST-EFFECTIVE AMENDMENTS.

         The undersigned issuer hereby undertakes:

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

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

              (b)  To reflect in the prospectus any facts or events arising
                   after the effective date of the 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 the registration
                   statement;

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

provided, however, that subparagraphs (a) and (b) above will not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed with or furnished to the
Commission by the 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.


                                         -3-


<PAGE>

         (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 remain unsold at the
termination of the offering.

    B.   SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and each filing of the Plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement 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.

    C.   CLAIMS FOR INDEMNIFICATION.

         Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the 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 the
registrant of expenses incurred or paid by a director, officer or other
controlling person of the 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, the 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
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                                         -4-


<PAGE>

                                      SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on February 6, 1997.

                                       FIRST BANK SYSTEM, INC.


                                       By /s/ John F. Grundhofer
                                         -------------------------------------
                                            John F. Grundhofer
                                            Chairman of the Board, President
                                            and Chief Executive Officer

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

    Name                               Title                       Date
    ----                               -----                       ----
/s/ John F. Grundhofer       Chairman, President, Chief       February 6, 1997
-------------------------    Executive Officer and Director
John F. Grundhofer           (principal executive officer)

/s/ Susan E. Lester          Executive Vice President and     February 6, 1997
-------------------------    Chief Financial Officer
Susan E. Lester              (principal financial officer)

/s/ David J. Parrin          Senior Vice President and        February 6, 1997
-------------------------    Controller (principal
David J. Parrin              accounting officer)

          *                  Director                         February 6, 1997
-------------------------
Arthur D. Collins, Jr.

          *                  Director                         February 6, 1997
-------------------------
Peter H. Coors

          *                  Director                         February 6, 1997
-------------------------
Roger L. Hale

          *                  Director                         February 6, 1997
-------------------------
Delbert W. Johnson

          *                  Director                         February 6, 1997
-------------------------
Norman M. Jones

          *                  Director                         February 6, 1997
-------------------------
Richard L. Knowlton

          *                  Director                         February 6, 1997
-------------------------
Jerry W. Levin


                                         -5-


<PAGE>

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

          *                  Director                         February 6, 1997
-------------------------
Kenneth A. Macke

                             Director
-------------------------
Marilyn C. Nelson

          *                  Director                         February 6, 1997
-------------------------
Edward J. Phillips

                             Director
-------------------------
James J. Renier

          *                  Director                         February 6, 1997
-------------------------
S. Walter Richey

          *                  Director                         February 6, 1997
-------------------------
Richard L. Robinson

          *                  Director                         February 6, 1997
-------------------------
Richard L. Schall

          *                  Director                         February 6, 1997
-------------------------
Walter Scott, Jr.


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


                                         -6-


<PAGE>

         Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Minneapolis, State of
Minnesota, on the 6th day of February, 1997.

                                  FIRST BANK SYSTEM, INC.
                                  CAPITAL ACCUMULATION PLAN


                                  By:  First Bank System Capital Accumulation
                                       Plan Benefit Administration Committee


                                  By: /s/ Joseph O. Weissenborn
                                  --------------------------------------------
                                  Joseph O. Weissenborn
                                  Benefit Administration Committee Member

<PAGE>

                                    EXHIBIT INDEX


Exhibit Number               Description                        Page
--------------               -----------                        ----
   5.1             Copy of Internal Revenue Service
                   Determination Letter

  23.1             Consent of Ernst & Young LLP 

  24.1             Power of Attorney.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17356}]
{"company-data": {"conformed-name": "FIRST BANK SYSTEM INC", "cik": "0000036104", "assigned-sic": "6021", "irs-number": "410255900", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21291", "film-number": "97519656"}, "business-address": {"street1": "FIRST BANK PL", "street2": "601 SECOND AVE S", "city": "MINNEAPOLIS", "state": "MN", "zip": "55402-4302", "phone": "6129731111"}, "former-company": {"former-conformed-name": "FIRST BANK STOCK CORP", "date-changed": "19720317"}}
As filed with the Securities and Exchange Commission on February 6, 1997
                                                    Registration No. 333-

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

                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549
                                    --------------

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

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

                               FIRST BANK SYSTEM, INC.
                (Exact name of registrant as specified in its charter)

         Delaware                                       41-0255900
  (State or other jurisdiction                      (I.R.S. Employer
of incorporation or organization)                  Identification No.)

         First Bank Place
      601 Second Avenue South
       Minneapolis, Minnesota                         55402-4302
(Address of Principal Executive Offices)              (Zip Code)

                                  FIRST BANK SYSTEM
                              CAPITAL ACCUMULATION PLAN
                               (Full title of the plan)

         Lee R. Mitau, Esq.
       First Bank System, Inc.         Copy to:  Patrick F. Courtemanche, Esq.
         First Bank Place                       Dorsey & Whitney LLP
       601 Second Avenue South                  Pillsbury Center South
   Minneapolis, Minnesota  55402-4302           220 South Sixth Street
(Name and address of agent for service)    Minneapolis, Minnesota  55402-1498

                                    (612) 973-1111
            (Telephone number, including area code, of agent for service)

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

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                           CALCULATION OF REGISTRATION FEE
Proposed maximum    Proposed maximum        Amount of
Title of securities to be      Amount to be   offering price per  aggregate offering     registration
      registered                registered          share(1)           price (1)              fee
-----------------------------------------------------------------------------------------------------
Common Stock, $1.25 par value     2,500,000         $74.50           $186,250,000           $56,440
                                                     ----              ---------            ---------

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee. 
    Pursuant to Rule 457(h)(1), the proposed maximum offering price per 
    share and the proposed maximum aggregate offering price are based upon the 
    average of the high and low prices of the Common Stock as reported on the 
    New York Stock Exchange on January 30, 1997

    Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
    statement also covers an indeterminate amount of interests in the First
    Bank System Capital Accumulation Plan to be offered and sold pursuant to 
    such plan.
PART II.
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents that have been filed by First Bank System,
Inc. (the "Company") with the Securities and Exchange Commission are
incorporated by reference in this Registration Statement, as of their respective
dates:

         (a)  the Company's Annual Report on Form 10-K for the year ended
         December 31, 1995;

         (b)  the Company's Quarterly Reports on Form 10-Q for the quarters
         ending March 31, 1996, June 30, 1996 and September 30, 1996;

         (c)  the Company's Current Reports on Form 8-K filed January 9, 1996,
         January 19, 1996 and January 29, 1996;

         (d)  the Annual Report on Form 11-K for the Company's Capital
         Accumulation Plan for the fiscal year ended December 31, 1995;

         (e)  the description of the Company's Common Stock contained in Item 1
         of the Registration Statement on Form 8-A dated March 19, 1984, as
         amended in its entirety by that Form 8 Amendment dated February 26,
         1993 and that Form 8-A/A-2 dated October 6, 1994, and any amendment or
         report filed for the purpose of updating such description filed
         subsequent to the date of this Prospectus and prior to the termination
         of the offering described herein.

         All documents filed by the Company or by the Company's Capital
Accumulation Plan (the "Plan") pursuant to Section 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent
to the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the respective dates of filing of
such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The description of the Company's capital stock to be offered pursuant
to this Registration Statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.

         Article Ninth of the Company's Restated Certificate of Incorporation,
as amended, provides that a director shall not be liable to the Company or its
stockholders for monetary damages for a breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing  violation of the law, (iii)
under the Delaware statutory

                                         -2-
provision making directors personally liable for unlawful dividends or unlawful
stock repurchases or redemptions or (iv) for any transaction for which the
directors derived an improper personal benefit.

         The Bylaws of the Company provide that the officers and directors of
the Company and certain officers shall be indemnified to the full extent
permitted by the Delaware General Corporation Law, as amended from time to time.
Expenses incurred by officers and directors in defending actions, suits, or
proceedings may be paid by the Company in advance of any final disposition if
such officer or director agrees to repay such amounts if it is ultimately
determined that he or she is not entitled to be indemnified under Delaware law.

         The Company maintains a standard policy of officers' and directors'
liability insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         No securities are to be reoffered or resold pursuant to this
Registration Statement.

ITEM 8.  EXHIBITS

    Exhibit Number                     Description
    --------------                     -----------
          5.1                Copy of Internal Revenue Service
                             Determination Letter

         23.1                Consent of Ernst & Young LLP 

         24.1                Power of Attorney.

ITEM 9.       UNDERTAKINGS.

    A.   POST-EFFECTIVE AMENDMENTS.

         The undersigned issuer hereby undertakes:

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

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

              (b)  To reflect in the prospectus any facts or events arising
                   after the effective date of the 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 the registration
                   statement;

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

provided, however, that subparagraphs (a) and (b) above will not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed with or furnished to the
Commission by the 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.

                                         -3-
(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 remain unsold at the
termination of the offering.

    B.   SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and each filing of the Plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement 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.

    C.   CLAIMS FOR INDEMNIFICATION.

         Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the 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 the
registrant of expenses incurred or paid by a director, officer or other
controlling person of the 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, the 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
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                         -4-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on February 6, 1997.

                                       FIRST BANK SYSTEM, INC.

                                       By /s/ John F. Grundhofer
                                         -------------------------------------
                                            John F. Grundhofer
                                            Chairman of the Board, President
                                            and Chief Executive Officer

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

    Name                               Title                       Date
    ----                               -----                       ----
/s/ John F. Grundhofer       Chairman, President, Chief       February 6, 1997
-------------------------    Executive Officer and Director
John F. Grundhofer           (principal executive officer)

/s/ Susan E. Lester          Executive Vice President and     February 6, 1997
-------------------------    Chief Financial Officer
Susan E. Lester              (principal financial officer)

/s/ David J. Parrin          Senior Vice President and        February 6, 1997
-------------------------    Controller (principal
David J. Parrin              accounting officer)

          *                  Director                         February 6, 1997
-------------------------
Arthur D. Collins, Jr.

          *                  Director                         February 6, 1997
-------------------------
Peter H. Coors

          *                  Director                         February 6, 1997
-------------------------
Roger L. Hale

          *                  Director                         February 6, 1997
-------------------------
Delbert W. Johnson

          *                  Director                         February 6, 1997
-------------------------
Norman M. Jones

          *                  Director                         February 6, 1997
-------------------------
Richard L. Knowlton

          *                  Director                         February 6, 1997
-------------------------
Jerry W. Levin

                                         -5-
Name                               Title                       Date
    ----                               -----                       ----

          *                  Director                         February 6, 1997
-------------------------
Kenneth A. Macke

                             Director
-------------------------
Marilyn C. Nelson

          *                  Director                         February 6, 1997
-------------------------
Edward J. Phillips

                             Director
-------------------------
James J. Renier

          *                  Director                         February 6, 1997
-------------------------
S. Walter Richey

          *                  Director                         February 6, 1997
-------------------------
Richard L. Robinson

          *                  Director                         February 6, 1997
-------------------------
Richard L. Schall

          *                  Director                         February 6, 1997
-------------------------
Walter Scott, Jr.

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

                                         -6-
Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Minneapolis, State of
Minnesota, on the 6th day of February, 1997.

                                  FIRST BANK SYSTEM, INC.
                                  CAPITAL ACCUMULATION PLAN

                                  By:  First Bank System Capital Accumulation
                                       Plan Benefit Administration Committee

                                  By: /s/ Joseph O. Weissenborn
                                  --------------------------------------------
                                  Joseph O. Weissenborn
                                  Benefit Administration Committee Member
EXHIBIT INDEX

Exhibit Number               Description                        Page
--------------               -----------                        ----
   5.1             Copy of Internal Revenue Service
                   Determination Letter

  23.1             Consent of Ernst & Young LLP 

  24.1             Power of Attorney.