<PAGE>


     As filed with the Securities and Exchange Commission on August 1, 1996
                                                      Registration No. 333-xxxxx
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                             ----------------------

                               NORWEST CORPORATION
             (Exact name of registrant as specified in its charter)


          Delaware                         6711                  41-0449260
(State or other jurisdiction of (Primary Standard Industrial  (I.R.S. Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                                 Norwest Center
                               Sixth and Marquette
                        Minneapolis, Minnesota 55479-1000
                                  612-667-1293
               (Address, including zip code, and telephone number,
        including area code. of registrant's principal executive offices)

                                Stanley S. Stroup
                  Executive Vice President and General Counsel
                               Norwest Corporation
                                 Norwest Center
                               Sixth and Marquette
                        Minneapolis, Minnesota 55479-1026
                                  612-667-8858
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)
                                    Copy to:
                                Robert J. Kaukol
                               Norwest Corporation
                               Sixth and Marquette
                        Minneapolis, Minnesota 55479-1026
                       -----------------------------------

              NORWEST CORPORATION BEST PRACTICES PARTNERSHARES PLAN
                            (Full title of the plan)

                         
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
  Title of Securities                      Amount     Proposed Maximum    Proposed Maximum          Amount of
        to Be                              to Be       Offering Price         Aggregate           Registration
     Registered                         Registered        Per Share        Offering Price              Fee
- --------------------------------------------------------------------------------------------------------------
<S>                                     <C>              <C>               <C>                      <C>
Common Stock (par value $1-2/3           7,000,000        $33.125(2)        $231,875,000             $79,957
per share)(1)                              Shares
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
</TABLE>

     (1)  Each share of the registrant's common stock includes one preferred
          stock purchase right.

     (2)  In accordance with Rule 457(h)(1), represents the price at which the
          options may be exercised.
     -------------------------------------------------------------------------
     -------------------------------------------------------------------------


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed with the Securities and Exchange
Commission (the "Commission") by Registrant (File No. 1-2979) pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated by reference in this Prospectus: (i) annual report on Form 10-K for
the year ended December 31, 1995; (ii) quarterly report on Form 10-Q for the
quarter ended March 31, 1996; (iii) current reports on Form 8-K dated January
17, 1996, February 20, 1996, as amended pursuant to Form 8-K/A, February 26,
1996, April 17, 1996, July 2, 1996 and July 15, 1996; (iv) current report on
Form 8-K dated April 30, 1996 containing a description of the Common Stock; and
(v) registration statement on Form 8-A dated December 6, 1988, as amended
pursuant to Form 8-A/A dated June 29, 1993, relating to preferred stock purchase
rights attached to shares of Common Stock.

          All documents filed by Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the filing of a post-effective amendment that indicates all
securities offered have been sold or that deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of such filing.  Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that a
statement contained herein or in any other subsequently filed document that also
is, or is deemed to be, incorporated by reference herein modifies or supersedes
such statement.  Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part hereof.


ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.


ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          The legality of the shares of Common Stock to which this Registration
Statement relates has been passed upon by Stanley S. Stroup, Executive Vice
President and General Counsel of Registrant.  At June 30, 1996, Mr. Stroup
beneficially owned 109,313 shares of Common Stock and options, exercisable
within 60 days from June 30, 1996, to purchase an additional 264,082 shares of
Common Stock.


ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 145 of the Delaware General Corporation Law authorizes
indemnification of directors and officers of a Delaware corporation under
certain circumstances against expenses, judgments and the like in connection
with action, suit or proceeding.  Article Fourteenth of the Restated Certificate
of Incorporation of the registrant.  The Registrant also maintains insurance
coverage relating to certain liabilities of directors and officers.


                                      II-1

<PAGE>


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.


ITEM 8.   EXHIBITS.

Exhibits:

  4.1     --   Restated Certificate of Incorporation of Norwest Corporation, as
               amended (incorporated by reference to Exhibit 3(b) to the
               Registrant's Current Report on Form 8-K dated June 28, 1993 (File
               No. 1-2979) and Exhibit 3 to the Registrant's Current Report on
               Form 8-K dated July 3, 1995 (File No. 1-2979)).

  4.2     --   By-Laws of Norwest Corporation, as amended (incorporated by
               reference to Exhibit 4(c) to the Registrant's Quarterly Report on
               Form 10-Q for the quarter ended March 31, 1991 (File No. 2979)).

  4.3     --   Rights Agreement, dated as of November 22, 1988, between Norwest
               Corporation and Citibank, N.A., including as Exhibit A the form
               of Certificate of Designation of Powers.  Preferences and Rights
               setting forth the terms of the Series A Junior Participating
               Preferred Stock, without par value (incorporated by reference to
               Exhibit 1 to the Registrant's Form 8-A dated December 6, 1988);
               Certificate of Adjustment dated July 21, 1989 (incorporated by
               reference to Exhibit 3 to Form 8 dated July 21, 1989); and
               Certificate of Adjustment dated June 28, 1993 (incorporated by
               reference to Exhibit 4 to Form 8-A/A dated June 29, 1993).

  5       --   Opinion of General Counsel of Norwest Corporation.

  23.1    --   Consent of General Counsel of Norwest Corporation (included as
               part of Exhibit 5 filed herewith).

  23.2    --   Consent of KPMG Peat Marwick LLP.

  24      --   Powers of Attorney.

  99      --   Norwest Corporation Best Practices PartnerShares Plan.

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

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

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

               (ii)   To reflect in the prospectus any facts or events arising
                      after the effective date of the registration statement (or
                      the most recent posteffective amendment thereof) which,
                      individually or in the aggregate, represent a fundamental


                                      II-2

<PAGE>


                      change in the information set forth in the registration
                      statement.  Notwithstanding the foregoing, any increase or
                      decrease in volume of securities offered (if the total
                      dollar value of securities offered would not exceed that
                      which was registered) and any deviation from the low or
                      high end of the estimated maximum offering range may be
                      reflected in the form of prospectus filed with the
                      Commission pursuant to Rule 424(b) (Section 230.424(b) of
                      this chapter) if, in the aggregate, the changes in volume
                      and price represent no more than 20% change in the maximum
                      aggregate offering price set forth in the "Calculation of
                      Registration Fee" table in the effective registration
                      statement.

               (iii)  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 paragraphs (i) and (ii) above do not
               apply if the information required to be included in a post-
               effective amendment by those paragraphs is contained in periodic
               reports filed with or furnished to the Commission by the
               registrant pursuant to section 13 of section 15(d) of the
               Exchange Act that are incorporated by reference in the
               registration statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such posteffective 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 posteffective amendment
               any of the securities being registered which remain unsold at the
               termination of the offering.

     (b)  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, 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 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)  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 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.


                                      II-3

<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 AUGUST 1, 1996.

                                    NORWEST CORPORATION

                                    By:    /s/ Richard M. Kovacevich
                                         ---------------------------------------
                                                 Richard M. Kovacevich
                                         President and Chief Executive Officer

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED ON AUGUST 1, 1996 BY THE FOLLOWING
PERSONS IN THE CAPACITIES INDICATED:

  /s/ Richard M. Kovacevich             President and Chief Executive Officer
- ------------------------------          (Principal Executive Officer)
Richard M. Kovacevich

  /s/ John T. Thornton                  Executive Vice President and
- ------------------------------          Chief Financial Officer
John T. Thornton                        (Principal Financial Officer)

  /s/ Michael A. Graf                   Senior Vice President and Controller
- ------------------------------          (Principal Accounting Officer)
Michael A. Graf

DAVID A. CHRISTENSEN                    )
GERALD J. FORD                          )
PIERSON M. GRIEVE                       )
CHARLES M. HARPER                       )
WILLIAM A. HODDER                       )
LLOYD P. JOHNSON                        )         A majority of the
REATHA CLARK KING                       )         Board of Directors*
RICHARD M. KOVACEVICH                   )
RICHARD S. LEVITT                       )
RICHARD D. McCORMICK                    )
CYNTHIA H. MILLIGAN                     )
BENJAMIN F. MONTOYA                     )
IAN M. ROLLAND                          )
MICHAEL W. WRIGHT                       )

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

*Richard M. Kovacevich, by signing his name hereto, does hereby sign this
document on behalf of each of the directors named above pursuant to powers of
attorney duly executed by such persons.

                                          /s/ Richard M. Kovacevich
                                        ----------------------------------------
                                            Richard M. Kovacevich
                                            Attorney-in-Fact


                                      II-4

<PAGE>


                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>

Exhibit                                                                    Form of
Number         Description                                                 Filing
- -------        -----------                                                 -------
<S>           <C>                                                    <C>
4.1            Restated Certificate of Incorporation of
               Norwest Corporation, as amended (incorporated
               by reference to Exhibit 3(b) to the Registrant's
               Current Report on Form 8-K dated June 28, 1993
               (File No. 1-2979) and Exhibit 3 to the
               Registrant's Current Report on Form 8-K dated
               July 3, 1995 (File No. 1-2979)).

4.2            By-Laws of Norwest Corporation, as amended
               (incorporated by reference to Exhibit 4(c)
               to the Registrant's Quarterly Report on
               Form 10-Q for the quarter ended March 31, 1991
               (File No. 2979)).

4.3            Rights Agreement, dated as of November 22, 1988,
               between Norwest Corporation and Citibank, N.A.,
               including as Exhibit A the form of Certificate
               of Designation of Powers.  Preferences and
               Rights setting forth the terms of the Series A
               Junior Participating Preferred Stock, without
               par value (incorporated by reference to Exhibit 1
               to the Registrant's Form 8-A dated December 6, 1988);
               Certificate of Adjustment dated July 21, 1989
               (incorporated by reference to Exhibit 3 to Form 8
               dated July 21, 1989); and Certificate of Adjustment
               dated June 28, 1993 (incorporated by reference to
               Exhibit 4 to Form 8-A/A dated June 29, 1993).

5              Opinion of General Counsel of Norwest Corporation.     Electronic Transmission

23.1           Consent of General Counsel of Norwest Corporation
               (included as part of Exhibit 5 filed herewith).

23.2           Consent of KPMG Peat Marwick LLP.                      Electronic Transmission

24             Powers of Attorney.                                    Electronic Transmission

99             Norwest Corporation Best Practices PartnerShares
               Plan                                                   Electronic Transmission
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19400}]
{"company-data": {"conformed-name": "NORWEST CORP", "cik": "0000072971", "assigned-sic": "6021", "irs-number": "410449260", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09413", "film-number": "96602701"}, "business-address": {"street1": "NORWEST CTR", "street2": "SIXTH & MARQUETTE", "city": "MINNEAPOLIS", "state": "MN", "zip": "55479", "phone": "6126671234"}, "mail-address": {"street1": "NORWEST CENTER", "street2": "SIXTH & MARQUETTE", "city": "MINNEAPOLIS", "state": "MN", "zip": "55479"}, "former-company": {"former-conformed-name": "NORTHWEST BANCORPORATION", "date-changed": "19830516"}}
As filed with the Securities and Exchange Commission on August 1, 1996
                                                      Registration No. 333-xxxxx
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                             ----------------------

                               NORWEST CORPORATION
             (Exact name of registrant as specified in its charter)

          Delaware                         6711                  41-0449260
(State or other jurisdiction of (Primary Standard Industrial  (I.R.S. Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                                 Norwest Center
                               Sixth and Marquette
                        Minneapolis, Minnesota 55479-1000
                                  612-667-1293
               (Address, including zip code, and telephone number,
        including area code. of registrant's principal executive offices)

                                Stanley S. Stroup
                  Executive Vice President and General Counsel
                               Norwest Corporation
                                 Norwest Center
                               Sixth and Marquette
                        Minneapolis, Minnesota 55479-1026
                                  612-667-8858
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)
                                    Copy to:
                                Robert J. Kaukol
                               Norwest Corporation
                               Sixth and Marquette
                        Minneapolis, Minnesota 55479-1026
                       -----------------------------------

              NORWEST CORPORATION BEST PRACTICES PARTNERSHARES PLAN
                            (Full title of the plan)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
  Title of Securities                      Amount     Proposed Maximum    Proposed Maximum          Amount of
        to Be                              to Be       Offering Price         Aggregate           Registration
     Registered                         Registered        Per Share        Offering Price              Fee
- --------------------------------------------------------------------------------------------------------------
Common Stock (par value $1-2/3           7,000,000        $33.125(2)        $231,875,000             $79,957
per share)(1)                              Shares
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
(1)  Each share of the registrant's common stock includes one preferred
          stock purchase right.

     (2)  In accordance with Rule 457(h)(1), represents the price at which the
          options may be exercised.
     -------------------------------------------------------------------------
     -------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed with the Securities and Exchange
Commission (the "Commission") by Registrant (File No. 1-2979) pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated by reference in this Prospectus: (i) annual report on Form 10-K for
the year ended December 31, 1995; (ii) quarterly report on Form 10-Q for the
quarter ended March 31, 1996; (iii) current reports on Form 8-K dated January
17, 1996, February 20, 1996, as amended pursuant to Form 8-K/A, February 26,
1996, April 17, 1996, July 2, 1996 and July 15, 1996; (iv) current report on
Form 8-K dated April 30, 1996 containing a description of the Common Stock; and
(v) registration statement on Form 8-A dated December 6, 1988, as amended
pursuant to Form 8-A/A dated June 29, 1993, relating to preferred stock purchase
rights attached to shares of Common Stock.

          All documents filed by Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the filing of a post-effective amendment that indicates all
securities offered have been sold or that deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of such filing.  Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that a
statement contained herein or in any other subsequently filed document that also
is, or is deemed to be, incorporated by reference herein modifies or supersedes
such statement.  Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part hereof.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          The legality of the shares of Common Stock to which this Registration
Statement relates has been passed upon by Stanley S. Stroup, Executive Vice
President and General Counsel of Registrant.  At June 30, 1996, Mr. Stroup
beneficially owned 109,313 shares of Common Stock and options, exercisable
within 60 days from June 30, 1996, to purchase an additional 264,082 shares of
Common Stock.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 145 of the Delaware General Corporation Law authorizes
indemnification of directors and officers of a Delaware corporation under
certain circumstances against expenses, judgments and the like in connection
with action, suit or proceeding.  Article Fourteenth of the Restated Certificate
of Incorporation of the registrant.  The Registrant also maintains insurance
coverage relating to certain liabilities of directors and officers.

                                      II-1
ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

Exhibits:

  4.1     --   Restated Certificate of Incorporation of Norwest Corporation, as
               amended (incorporated by reference to Exhibit 3(b) to the
               Registrant's Current Report on Form 8-K dated June 28, 1993 (File
               No. 1-2979) and Exhibit 3 to the Registrant's Current Report on
               Form 8-K dated July 3, 1995 (File No. 1-2979)).

  4.2     --   By-Laws of Norwest Corporation, as amended (incorporated by
               reference to Exhibit 4(c) to the Registrant's Quarterly Report on
               Form 10-Q for the quarter ended March 31, 1991 (File No. 2979)).

  4.3     --   Rights Agreement, dated as of November 22, 1988, between Norwest
               Corporation and Citibank, N.A., including as Exhibit A the form
               of Certificate of Designation of Powers.  Preferences and Rights
               setting forth the terms of the Series A Junior Participating
               Preferred Stock, without par value (incorporated by reference to
               Exhibit 1 to the Registrant's Form 8-A dated December 6, 1988);
               Certificate of Adjustment dated July 21, 1989 (incorporated by
               reference to Exhibit 3 to Form 8 dated July 21, 1989); and
               Certificate of Adjustment dated June 28, 1993 (incorporated by
               reference to Exhibit 4 to Form 8-A/A dated June 29, 1993).

  5       --   Opinion of General Counsel of Norwest Corporation.

  23.1    --   Consent of General Counsel of Norwest Corporation (included as
               part of Exhibit 5 filed herewith).

  23.2    --   Consent of KPMG Peat Marwick LLP.

  24      --   Powers of Attorney.

  99      --   Norwest Corporation Best Practices PartnerShares Plan.

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

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

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

               (ii)   To reflect in the prospectus any facts or events arising
                      after the effective date of the registration statement (or
                      the most recent posteffective amendment thereof) which,
                      individually or in the aggregate, represent a fundamental

                                      II-2
change in the information set forth in the registration
                      statement.  Notwithstanding the foregoing, any increase or
                      decrease in volume of securities offered (if the total
                      dollar value of securities offered would not exceed that
                      which was registered) and any deviation from the low or
                      high end of the estimated maximum offering range may be
                      reflected in the form of prospectus filed with the
                      Commission pursuant to Rule 424(b) (Section 230.424(b) of
                      this chapter) if, in the aggregate, the changes in volume
                      and price represent no more than 20% change in the maximum
                      aggregate offering price set forth in the "Calculation of
                      Registration Fee" table in the effective registration
                      statement.

               (iii)  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 paragraphs (i) and (ii) above do not
               apply if the information required to be included in a post-
               effective amendment by those paragraphs is contained in periodic
               reports filed with or furnished to the Commission by the
               registrant pursuant to section 13 of section 15(d) of the
               Exchange Act that are incorporated by reference in the
               registration statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such posteffective 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 posteffective amendment
               any of the securities being registered which remain unsold at the
               termination of the offering.

     (b)  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, 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 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)  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 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.

                                      II-3
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 AUGUST 1, 1996.

                                    NORWEST CORPORATION

                                    By:    /s/ Richard M. Kovacevich
                                         ---------------------------------------
                                                 Richard M. Kovacevich
                                         President and Chief Executive Officer

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED ON AUGUST 1, 1996 BY THE FOLLOWING
PERSONS IN THE CAPACITIES INDICATED:

  /s/ Richard M. Kovacevich             President and Chief Executive Officer
- ------------------------------          (Principal Executive Officer)
Richard M. Kovacevich

  /s/ John T. Thornton                  Executive Vice President and
- ------------------------------          Chief Financial Officer
John T. Thornton                        (Principal Financial Officer)

  /s/ Michael A. Graf                   Senior Vice President and Controller
- ------------------------------          (Principal Accounting Officer)
Michael A. Graf

DAVID A. CHRISTENSEN                    )
GERALD J. FORD                          )
PIERSON M. GRIEVE                       )
CHARLES M. HARPER                       )
WILLIAM A. HODDER                       )
LLOYD P. JOHNSON                        )         A majority of the
REATHA CLARK KING                       )         Board of Directors*
RICHARD M. KOVACEVICH                   )
RICHARD S. LEVITT                       )
RICHARD D. McCORMICK                    )
CYNTHIA H. MILLIGAN                     )
BENJAMIN F. MONTOYA                     )
IAN M. ROLLAND                          )
MICHAEL W. WRIGHT                       )

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

*Richard M. Kovacevich, by signing his name hereto, does hereby sign this
document on behalf of each of the directors named above pursuant to powers of
attorney duly executed by such persons.

                                          /s/ Richard M. Kovacevich
                                        ----------------------------------------
                                            Richard M. Kovacevich
                                            Attorney-in-Fact

                                      II-4
INDEX TO EXHIBITS
Exhibit                                                                    Form of
Number         Description                                                 Filing
- -------        -----------                                                 -------
4.1            Restated Certificate of Incorporation of
               Norwest Corporation, as amended (incorporated
               by reference to Exhibit 3(b) to the Registrant's
               Current Report on Form 8-K dated June 28, 1993
               (File No. 1-2979) and Exhibit 3 to the
               Registrant's Current Report on Form 8-K dated
               July 3, 1995 (File No. 1-2979)).

4.2            By-Laws of Norwest Corporation, as amended
               (incorporated by reference to Exhibit 4(c)
               to the Registrant's Quarterly Report on
               Form 10-Q for the quarter ended March 31, 1991
               (File No. 2979)).

4.3            Rights Agreement, dated as of November 22, 1988,
               between Norwest Corporation and Citibank, N.A.,
               including as Exhibit A the form of Certificate
               of Designation of Powers.  Preferences and
               Rights setting forth the terms of the Series A
               Junior Participating Preferred Stock, without
               par value (incorporated by reference to Exhibit 1
               to the Registrant's Form 8-A dated December 6, 1988);
               Certificate of Adjustment dated July 21, 1989
               (incorporated by reference to Exhibit 3 to Form 8
               dated July 21, 1989); and Certificate of Adjustment
               dated June 28, 1993 (incorporated by reference to
               Exhibit 4 to Form 8-A/A dated June 29, 1993).

5              Opinion of General Counsel of Norwest Corporation.     Electronic Transmission

23.1           Consent of General Counsel of Norwest Corporation
               (included as part of Exhibit 5 filed herewith).

23.2           Consent of KPMG Peat Marwick LLP.                      Electronic Transmission

24             Powers of Attorney.                                    Electronic Transmission

99             Norwest Corporation Best Practices PartnerShares
               Plan                                                   Electronic Transmission