<PAGE>

     As filed with the Securities and Exchange Commission on August 1, 1997
                                                    Registration No. 333-______
===============================================================================

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

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                                    ______________

                                     U.S. BANCORP
                     (Formerly known as 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)

                                     U.S. BANCORP
                               EMPLOYEE INVESTMENT PLAN
                               (Full title of the plan)

           Lee R. Mitau, Esq.
              U.S. Bancorp              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   2,000,000     $ 87.00             $174,000,000          $52,728
=========================================================================================================
</TABLE>

(1) 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 July 25, 1997.

    Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
    statement also covers an indeterminate amount of interests in the U.S.
    Bancorp Employee Investment 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 U.S. Bancorp (formerly
known as 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)  First Bank System, Inc.'s Annual Report on Form 10-K for the year
         ended December 31, 1996;

         (b)  First Bank System, Inc.'s Quarterly Report on Form 10-Q for the 
         quarter ending March 31, 1997;

         (c)  First Bank System, Inc.'s two Current Reports on Form 8-K filed 
         March 20, 1997 and the Current Report on Form 8-K filed June 24, 1997;

         (d)  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 Employee
Investment 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
provides that a director shall not be liable to the Company or its stockholders
for monetary damages for a breach of 


                                     -2-

<PAGE>

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 provision 
making directors personally liable for unlawful payment of 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 shall be indemnified to the full extent permitted by the Delaware
General Corporation Law, as amended from time to time.   The Board of Directors
has discretion to indemnify any employee of the Company for actions arising by
reason of the employee's employment with the Company.  Expenses incurred by
officers and directors in defending actions, suits, or proceedings shall 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
--------------                     -----------

      4.1       Specimen certificate representing the Common Stock of the 
                Company.

      4.2       Form of Proposed Restated Certificate of Incorporation of the 
                Company (incorporated by reference to Exhibit 3.3 to the 
                Company's Registration Statement on Form S-4, dated June 17, 
                1997, File No. 333-29409).

      4.3       Form of Proposed Bylaws of the Company (incorporated by 
                reference to Exhibit 3.4 to the Company's Registration 
                Statement on Form S-4, File No. 333-29409).

      4.4       Certificate of Designation for the Company's Series 1990A 
                Preferred Stock (incorporated by reference to Exhibit 4.4 to 
                Amendment No. 1 to the Company's Registration Statement on 
                Form S-3, File No. 33-42650).

      4.5       Stock Purchase Agreement, dated as of May 30, 1990, among 
                Corporate Partners, L.P., Corporate Offshore Partners, L.P., 
                The State Board of Administration of Florida and the Company 
                (without exhibits) (incorporated by reference to Exhibit 4.8 
                to Amendment No. 1 to the Company's Registration Statement on 
                Form S-3, File No. 33-42650).

      4.6       First Amendment, dated as of June 30, 1990, to Stock Purchase 
                Agreement among Corporate Partners, L.P., Corporate Offshore 
                Partners, L.P., The State Board of Administration of Florida 
                and the Company (incorporated by reference to Exhibit 4.9 to 
                Amendment No. 1 to the Company's Registration Statement on 
                Form S-3, File No. 33-42650).


                                    -3-
<PAGE>

      4.7       Second Amendment, dated as of July 18, 1990, to Stock 
                Purchase Agreement among Corporate Partners, L.P., Corporate 
                Offshore Partners, L.P., The State Board of Administration of 
                Florida and the Company (incorporated by reference to Exhibit 
                4.10 to Amendment No. 1 to the Company's Registration 
                Statement on Form S-3, File No. 33-42650).

      4.8       Stock Purchase Agreement, dated as of May 30, 1990, between 
                The State Board of Administration of Florida and the Company 
                (without exhibits) (incorporated by reference to Exhibit 4.11 
                to Amendment No. 1 to the Company's Registration Statement on 
                Form S-3, File No. 33-42650).

      4.9       Form of Periodic Stock Purchase Right (incorporated by 
                reference to Exhibit 4.12 to Amendment No. 1 to the Company's 
                Registration Statement on Form S-3, File No. 33-42650).

      4.10      Form of Risk Event Warrant (incorporated by reference to 
                Exhibit 4.13 to Amendment No. 1 to the Company's Registration 
                Statement on Form S-3, File No. 33-42650).

      4.11      Registration Rights Agreement, dated as of July 18, 1990, 
                among Corporate Partners, L.P., Corporate Offshore Partners, 
                L.P., The State Board of Administration of Florida and the 
                Company (incorporated by reference to Exhibit 4.14 to 
                Amendment No. 1 to the Company's Registration Statement on 
                Form S-3, File No. 33-42650).

      4.12      Registration Rights Agreement, dated as of July 18, 1990, 
                between The State Board of Administration of Florida and the 
                Company (incorporated by reference to Exhibit 4.14 to 
                Amendment No. 1 to the Company's Registration Statement on 
                Form S-3, File No. 33-42650).

      4.13      Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, copies 
                of instruments defining the rights of holders of long-term 
                debt are not filed.  The Company agrees to furnish a copy 
                thereof to the Securities and Exchange Commission upon 
                request.

     23.1       Consent of Ernst & Young LLP.

     23.2       Consent of Deloitte & Touche LLP.

     23.3       Consent of Coopers & Lybrand L.L.P.
    
     24.1       Power of Attorney.


         The Company has submitted or will submit the Plan and any amendments
thereto to the Internal Revenue Service ("IRS") in a timely manner and has made
or will make all changes required by the IRS in order to qualify the Plan under
Section 401 of the Internal Revenue Code of 1986, as amended.


                                    -4-
<PAGE>

ITEM 9.  UNDERTAKINGS.

    A.   POST-EFFECTIVE AMENDMENTS.

         The undersigned 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;

             (ii)  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.  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) if, in the aggregate, the changes in volume
                   and price represent no more than a 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 (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and 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 or Section 15(d) of the
Securities Exchange Act of 1934 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 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.


                                   -5-
<PAGE>


    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 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.              


                                      -6-
<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, 1997.

                                       U.S. BANCORP


                                       By /s/ John F. Grundhofer
                                         ---------------------------------
                                          John F. Grundhofer
                                          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        President Chief                   August 1, 1997
--------------------------    Executive Officer and Director
John F. Grundhofer            (principal executive officer)

/S/ Susan E. Lester           Executive Vice President and      August 1, 1997
--------------------------    Chief Financial Officer 
Susan E. Lester               (principal financial officer)

/S/ David J. Parrin           Senior Vice President and         August 1, 1997
--------------------------    Controller (principal
David J. Parrin               accounting officer)

         *
--------------------------    Director                          August 1, 1997
Linda L. Ahlers

         *
--------------------------    Director                          August 1, 1997
Harry L. Bettis

         *
--------------------------    Director and Chairman             August 1, 1997
Gerry B. Cameron   

         *
--------------------------    Director                          August 1, 1997
Carolyn Silva Chambers

         *
--------------------------    Director                          August 1, 1997
Arthur D. Collins, Jr.

         *
--------------------------    Director                          August 1, 1997
Peter H. Coors

         *
--------------------------    Director                          August 1, 1997
Franklin G. Drake

         *
--------------------------    Director                          August 1, 1997
Robert L. Dryden


                                     -7-
<PAGE>

    NAME                         TITLE                               DATE
    ----                         -----                               ----

         *
--------------------------    Director                          August 1, 1997
John B. Fery

         *
--------------------------    Director                          August 1, 1997
Joshua Green III

         *
--------------------------    Director                          August 1, 1997
Roger L. Hale

         *
--------------------------    Director                          August 1, 1997
Delbert W. Johnson

         *
--------------------------    Director                          August 1, 1997
Norman M. Jones

         *
--------------------------    Director                          August 1, 1997
Richard L. Knowlton

         *
--------------------------    Director                          August 1, 1997
Jerry W. Levin

         *
--------------------------    Director                          August 1, 1997
Kenneth A. Macke

         *
--------------------------    Director                          August 1, 1997
Allen T. Noble

         *
--------------------------    Director                          August 1, 1997
Edward J. Phillips

         *
--------------------------    Director                          August 1, 1997
Paul A. Redmond

         *
--------------------------    Director                          August 1, 1997
S. Walter Richey

         *
--------------------------    Director                          August 1, 1997
Richard L. Robinson

         *
--------------------------    Director                          August 1, 1997
N. Stewart Rogers

         
--------------------------    Director                          August 1, 1997
Richard L. Schall


                                     -8-
<PAGE>

    NAME                         TITLE                               DATE
    ----                         -----                               ----

         *
--------------------------    Director                          August 1, 1997
Walter Scott, Jr.

         *
--------------------------    Director                          August 1, 1997
Benjamin R. Whiteley 




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



                                       -9-
<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 1st day of August, 1997.


                                   U.S. BANCORP
                                   EMPLOYEE INVESTMENT PLAN


                                   By:  U.S. Bancorp Employee Investment Plan 
                                        Benefit Administration Committee



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







                                  -10-
<PAGE>

                              EXHIBIT INDEX
                                           


EXHIBIT NUMBER                     DESCRIPTION
--------------                     -----------

      4.1       Specimen certificate representing the Common Stock of the 
                Company.

      4.2       Form of Proposed Restated Certificate of Incorporation of the 
                Company (incorporated by reference to Exhibit 3.3 to the 
                Company's Registration Statement on Form S-4, dated June 17, 
                1997, File No. 333-29409).

      4.3       Form of Proposed Bylaws of the Company (incorporated by 
                reference to Exhibit 3.4 to the Company's Registration 
                Statement on Form S-4, File No. 333-29409).

      4.4       Certificate of Designation for the Company's Series 1990A 
                Preferred Stock (incorporated by reference to Exhibit 4.4 to 
                Amendment No. 1 to the Company's Registration Statement on 
                Form S-3, File No. 33-42650).

      4.5       Stock Purchase Agreement, dated as of May 30, 1990, among 
                Corporate Partners, L.P., Corporate Offshore Partners, L.P., 
                The State Board of Administration of Florida and the Company 
                (without exhibits) (incorporated by reference to Exhibit 4.8 
                to Amendment No. 1 to the Company's Registration Statement on 
                Form S-3, File No. 33-42650).

      4.6       First Amendment, dated as of June 30, 1990, to Stock Purchase 
                Agreement among Corporate Partners, L.P., Corporate Offshore 
                Partners, L.P., The State Board of Administration of Florida 
                and the Company (incorporated by reference to Exhibit 4.9 to 
                Amendment No. 1 to the Company's Registration Statement on 
                Form S-3, File No. 33-42650).

      4.7       Second Amendment, dated as of July 18, 1990, to Stock 
                Purchase Agreement among Corporate Partners, L.P., Corporate 
                Offshore Partners, L.P., The State Board of Administration of 
                Florida and the Company (incorporated by reference to Exhibit 
                4.10 to Amendment No. 1 to the Company's Registration 
                Statement on Form S-3, File No. 33-42650).

      4.8       Stock Purchase Agreement, dated as of May 30, 1990, between 
                The State Board of Administration of Florida and the Company 
                (without exhibits) (incorporated by reference to Exhibit 4.11 
                to Amendment No. 1 to the Company's Registration Statement on 
                Form S-3, File No. 33-42650).

      4.9       Form of Periodic Stock Purchase Right (incorporated by 
                reference to Exhibit 4.12 to Amendment No. 1 to the Company's 
                Registration Statement on Form S-3, File No. 33-42650).

      4.10      Form of Risk Event Warrant (incorporated by reference to 
                Exhibit 4.13 to Amendment No. 1 to the Company's Registration 
                Statement on Form S-3, File No. 33-42650).



                                     -11-
<PAGE>

      4.11      Registration Rights Agreement, dated as of July 18, 1990, 
                among Corporate Partners, L.P., Corporate Offshore Partners, 
                L.P., The State Board of Administration of Florida and the 
                Company (incorporated by reference to Exhibit 4.14 to 
                Amendment No. 1 to the Company's Registration Statement on 
                Form S-3, File No. 33-42650).

      4.12      Registration Rights Agreement, dated as of July 18, 1990, 
                between The State Board of Administration of Florida and the 
                Company (incorporated by reference to Exhibit 4.14 to 
                Amendment No. 1 to the Company's Registration Statement on 
                Form S-3, File No. 33-42650).

      4.13      Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, copies 
                of instruments defining the rights of holders of long-term 
                debt are not filed.  The Company agrees to furnish a copy 
                thereof to the Securities and Exchange Commission upon 
                request.

     23.1       Consent of Ernst & Young LLP.

     23.2       Consent of Deloitte & Touche LLP.

     23.3       Consent of Coopers & Lybrand L.L.P.
    
     24.1       Power of Attorney.








                                     -12-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 27520}]
{"company-data": {"conformed-name": "US BANCORP \\DE\\", "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": "333-32653", "film-number": "97650077"}, "business-address": {"street1": "FIRST BANK PL", "street2": "601 SECOND AVE S", "city": "MINNEAPOLIS", "state": "MN", "zip": "55402-4302", "phone": "6129731111"}, "mail-address": {"street2": "601 2ND AVENUE SOUTH-FIRST BANK PLACE", "city": "MINNEAPOLIS", "state": "MN", "zip": "55402-4302"}, "former-company": [{"former-conformed-name": "FIRST BANK SYSTEM INC", "date-changed": "19920703"}, {"former-conformed-name": "FIRST BANK STOCK CORP", "date-changed": "19720317"}]}
As filed with the Securities and Exchange Commission on August 1, 1997
                                                    Registration No. 333-______
===============================================================================

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

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                                    ______________

                                     U.S. BANCORP
                     (Formerly known as 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)

                                     U.S. BANCORP
                               EMPLOYEE INVESTMENT PLAN
                               (Full title of the plan)

           Lee R. Mitau, Esq.
              U.S. Bancorp              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   2,000,000     $ 87.00             $174,000,000          $52,728
=========================================================================================================
(1) 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 July 25, 1997.

    Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
    statement also covers an indeterminate amount of interests in the U.S.
    Bancorp Employee Investment 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 U.S. Bancorp (formerly
known as 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)  First Bank System, Inc.'s Annual Report on Form 10-K for the year
         ended December 31, 1996;

         (b)  First Bank System, Inc.'s Quarterly Report on Form 10-Q for the 
         quarter ending March 31, 1997;

         (c)  First Bank System, Inc.'s two Current Reports on Form 8-K filed 
         March 20, 1997 and the Current Report on Form 8-K filed June 24, 1997;

         (d)  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 Employee
Investment 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
provides that a director shall not be liable to the Company or its stockholders
for monetary damages for a breach of 

                                     -2-
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 provision 
making directors personally liable for unlawful payment of 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 shall be indemnified to the full extent permitted by the Delaware
General Corporation Law, as amended from time to time.   The Board of Directors
has discretion to indemnify any employee of the Company for actions arising by
reason of the employee's employment with the Company.  Expenses incurred by
officers and directors in defending actions, suits, or proceedings shall 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
--------------                     -----------

      4.1       Specimen certificate representing the Common Stock of the 
                Company.

      4.2       Form of Proposed Restated Certificate of Incorporation of the 
                Company (incorporated by reference to Exhibit 3.3 to the 
                Company's Registration Statement on Form S-4, dated June 17, 
                1997, File No. 333-29409).

      4.3       Form of Proposed Bylaws of the Company (incorporated by 
                reference to Exhibit 3.4 to the Company's Registration 
                Statement on Form S-4, File No. 333-29409).

      4.4       Certificate of Designation for the Company's Series 1990A 
                Preferred Stock (incorporated by reference to Exhibit 4.4 to 
                Amendment No. 1 to the Company's Registration Statement on 
                Form S-3, File No. 33-42650).

      4.5       Stock Purchase Agreement, dated as of May 30, 1990, among 
                Corporate Partners, L.P., Corporate Offshore Partners, L.P., 
                The State Board of Administration of Florida and the Company 
                (without exhibits) (incorporated by reference to Exhibit 4.8 
                to Amendment No. 1 to the Company's Registration Statement on 
                Form S-3, File No. 33-42650).

      4.6       First Amendment, dated as of June 30, 1990, to Stock Purchase 
                Agreement among Corporate Partners, L.P., Corporate Offshore 
                Partners, L.P., The State Board of Administration of Florida 
                and the Company (incorporated by reference to Exhibit 4.9 to 
                Amendment No. 1 to the Company's Registration Statement on 
                Form S-3, File No. 33-42650).

                                    -3-
4.7       Second Amendment, dated as of July 18, 1990, to Stock 
                Purchase Agreement among Corporate Partners, L.P., Corporate 
                Offshore Partners, L.P., The State Board of Administration of 
                Florida and the Company (incorporated by reference to Exhibit 
                4.10 to Amendment No. 1 to the Company's Registration 
                Statement on Form S-3, File No. 33-42650).

      4.8       Stock Purchase Agreement, dated as of May 30, 1990, between 
                The State Board of Administration of Florida and the Company 
                (without exhibits) (incorporated by reference to Exhibit 4.11 
                to Amendment No. 1 to the Company's Registration Statement on 
                Form S-3, File No. 33-42650).

      4.9       Form of Periodic Stock Purchase Right (incorporated by 
                reference to Exhibit 4.12 to Amendment No. 1 to the Company's 
                Registration Statement on Form S-3, File No. 33-42650).

      4.10      Form of Risk Event Warrant (incorporated by reference to 
                Exhibit 4.13 to Amendment No. 1 to the Company's Registration 
                Statement on Form S-3, File No. 33-42650).

      4.11      Registration Rights Agreement, dated as of July 18, 1990, 
                among Corporate Partners, L.P., Corporate Offshore Partners, 
                L.P., The State Board of Administration of Florida and the 
                Company (incorporated by reference to Exhibit 4.14 to 
                Amendment No. 1 to the Company's Registration Statement on 
                Form S-3, File No. 33-42650).

      4.12      Registration Rights Agreement, dated as of July 18, 1990, 
                between The State Board of Administration of Florida and the 
                Company (incorporated by reference to Exhibit 4.14 to 
                Amendment No. 1 to the Company's Registration Statement on 
                Form S-3, File No. 33-42650).

      4.13      Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, copies 
                of instruments defining the rights of holders of long-term 
                debt are not filed.  The Company agrees to furnish a copy 
                thereof to the Securities and Exchange Commission upon 
                request.

     23.1       Consent of Ernst & Young LLP.

     23.2       Consent of Deloitte & Touche LLP.

     23.3       Consent of Coopers & Lybrand L.L.P.
    
     24.1       Power of Attorney.

         The Company has submitted or will submit the Plan and any amendments
thereto to the Internal Revenue Service ("IRS") in a timely manner and has made
or will make all changes required by the IRS in order to qualify the Plan under
Section 401 of the Internal Revenue Code of 1986, as amended.

                                    -4-
ITEM 9.  UNDERTAKINGS.

    A.   POST-EFFECTIVE AMENDMENTS.

         The undersigned 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;

             (ii)  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.  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) if, in the aggregate, the changes in volume
                   and price represent no more than a 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 (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and 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 or Section 15(d) of the
Securities Exchange Act of 1934 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 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.

                                   -5-
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 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.              

                                      -6-
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, 1997.

                                       U.S. BANCORP

                                       By /s/ John F. Grundhofer
                                         ---------------------------------
                                          John F. Grundhofer
                                          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        President Chief                   August 1, 1997
--------------------------    Executive Officer and Director
John F. Grundhofer            (principal executive officer)

/S/ Susan E. Lester           Executive Vice President and      August 1, 1997
--------------------------    Chief Financial Officer 
Susan E. Lester               (principal financial officer)

/S/ David J. Parrin           Senior Vice President and         August 1, 1997
--------------------------    Controller (principal
David J. Parrin               accounting officer)

         *
--------------------------    Director                          August 1, 1997
Linda L. Ahlers

         *
--------------------------    Director                          August 1, 1997
Harry L. Bettis

         *
--------------------------    Director and Chairman             August 1, 1997
Gerry B. Cameron   

         *
--------------------------    Director                          August 1, 1997
Carolyn Silva Chambers

         *
--------------------------    Director                          August 1, 1997
Arthur D. Collins, Jr.

         *
--------------------------    Director                          August 1, 1997
Peter H. Coors

         *
--------------------------    Director                          August 1, 1997
Franklin G. Drake

         *
--------------------------    Director                          August 1, 1997
Robert L. Dryden

                                     -7-
NAME                         TITLE                               DATE
    ----                         -----                               ----

         *
--------------------------    Director                          August 1, 1997
John B. Fery

         *
--------------------------    Director                          August 1, 1997
Joshua Green III

         *
--------------------------    Director                          August 1, 1997
Roger L. Hale

         *
--------------------------    Director                          August 1, 1997
Delbert W. Johnson

         *
--------------------------    Director                          August 1, 1997
Norman M. Jones

         *
--------------------------    Director                          August 1, 1997
Richard L. Knowlton

         *
--------------------------    Director                          August 1, 1997
Jerry W. Levin

         *
--------------------------    Director                          August 1, 1997
Kenneth A. Macke

         *
--------------------------    Director                          August 1, 1997
Allen T. Noble

         *
--------------------------    Director                          August 1, 1997
Edward J. Phillips

         *
--------------------------    Director                          August 1, 1997
Paul A. Redmond

         *
--------------------------    Director                          August 1, 1997
S. Walter Richey

         *
--------------------------    Director                          August 1, 1997
Richard L. Robinson

         *
--------------------------    Director                          August 1, 1997
N. Stewart Rogers

         
--------------------------    Director                          August 1, 1997
Richard L. Schall

                                     -8-
NAME                         TITLE                               DATE
    ----                         -----                               ----

         *
--------------------------    Director                          August 1, 1997
Walter Scott, Jr.

         *
--------------------------    Director                          August 1, 1997
Benjamin R. Whiteley 

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

                                       -9-
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 1st day of August, 1997.

                                   U.S. BANCORP
                                   EMPLOYEE INVESTMENT PLAN

                                   By:  U.S. Bancorp Employee Investment Plan 
                                        Benefit Administration Committee

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

                                  -10-
EXHIBIT INDEX
                                           

EXHIBIT NUMBER                     DESCRIPTION
--------------                     -----------

      4.1       Specimen certificate representing the Common Stock of the 
                Company.

      4.2       Form of Proposed Restated Certificate of Incorporation of the 
                Company (incorporated by reference to Exhibit 3.3 to the 
                Company's Registration Statement on Form S-4, dated June 17, 
                1997, File No. 333-29409).

      4.3       Form of Proposed Bylaws of the Company (incorporated by 
                reference to Exhibit 3.4 to the Company's Registration 
                Statement on Form S-4, File No. 333-29409).

      4.4       Certificate of Designation for the Company's Series 1990A 
                Preferred Stock (incorporated by reference to Exhibit 4.4 to 
                Amendment No. 1 to the Company's Registration Statement on 
                Form S-3, File No. 33-42650).

      4.5       Stock Purchase Agreement, dated as of May 30, 1990, among 
                Corporate Partners, L.P., Corporate Offshore Partners, L.P., 
                The State Board of Administration of Florida and the Company 
                (without exhibits) (incorporated by reference to Exhibit 4.8 
                to Amendment No. 1 to the Company's Registration Statement on 
                Form S-3, File No. 33-42650).

      4.6       First Amendment, dated as of June 30, 1990, to Stock Purchase 
                Agreement among Corporate Partners, L.P., Corporate Offshore 
                Partners, L.P., The State Board of Administration of Florida 
                and the Company (incorporated by reference to Exhibit 4.9 to 
                Amendment No. 1 to the Company's Registration Statement on 
                Form S-3, File No. 33-42650).

      4.7       Second Amendment, dated as of July 18, 1990, to Stock 
                Purchase Agreement among Corporate Partners, L.P., Corporate 
                Offshore Partners, L.P., The State Board of Administration of 
                Florida and the Company (incorporated by reference to Exhibit 
                4.10 to Amendment No. 1 to the Company's Registration 
                Statement on Form S-3, File No. 33-42650).

      4.8       Stock Purchase Agreement, dated as of May 30, 1990, between 
                The State Board of Administration of Florida and the Company 
                (without exhibits) (incorporated by reference to Exhibit 4.11 
                to Amendment No. 1 to the Company's Registration Statement on 
                Form S-3, File No. 33-42650).

      4.9       Form of Periodic Stock Purchase Right (incorporated by 
                reference to Exhibit 4.12 to Amendment No. 1 to the Company's 
                Registration Statement on Form S-3, File No. 33-42650).

      4.10      Form of Risk Event Warrant (incorporated by reference to 
                Exhibit 4.13 to Amendment No. 1 to the Company's Registration 
                Statement on Form S-3, File No. 33-42650).

                                     -11-
4.11      Registration Rights Agreement, dated as of July 18, 1990, 
                among Corporate Partners, L.P., Corporate Offshore Partners, 
                L.P., The State Board of Administration of Florida and the 
                Company (incorporated by reference to Exhibit 4.14 to 
                Amendment No. 1 to the Company's Registration Statement on 
                Form S-3, File No. 33-42650).

      4.12      Registration Rights Agreement, dated as of July 18, 1990, 
                between The State Board of Administration of Florida and the 
                Company (incorporated by reference to Exhibit 4.14 to 
                Amendment No. 1 to the Company's Registration Statement on 
                Form S-3, File No. 33-42650).

      4.13      Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, copies 
                of instruments defining the rights of holders of long-term 
                debt are not filed.  The Company agrees to furnish a copy 
                thereof to the Securities and Exchange Commission upon 
                request.

     23.1       Consent of Ernst & Young LLP.

     23.2       Consent of Deloitte & Touche LLP.

     23.3       Consent of Coopers & Lybrand L.L.P.
    
     24.1       Power of Attorney.

                                     -12-