As filed with the Securities and Exchange Commission
                         on May 2, 1996
                  Registration No. 33-_____

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549


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


                 INTER-REGIONAL FINANCIAL GROUP
     (Exact name of registrant as specified in its charter)

               Delaware                      41-1228350
     (State or other jurisdiction         (I.R.S. Employer
     of incorporation or organization)      Identification No.)

            Dain Bosworth Plaza
            60 South Sixth Street
          Minneapolis, Minnesota   55402-4422
          (Address of Principal Executive Offices)    (Zip Code)

                  IFG 1996 STOCK INCENTIVE PLAN

     Copy to:

                      Carla J. Smith, Esq.
                     Senior Vice President,
                  General Counsel and Secretary
              Inter-Regional Financial Group, Inc.
                       Dain Bosworth Plaza
                      60 South Sixth Street
               Minneapolis, Minnesota  55402-4422
             (Name and address of agent for service)

                         (612) 371-7858
  (Telephone number, including area code, of agent for service)


                   CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                 Proposed     Proposed     Amount
                                  maximum     maximum        of
  Title of                       offering    aggregate    registr
securities to     Amount to be   price per    offering     -ation
be registered      registered     share(1)    price (1)     fee
- -----------------------------------------------------------------
<S>                 <C>           <C>       <C>           <C>
Common Stock
($.125 par value)   3,000,000     $21.625   $64,875,000   $22,370

</TABLE>

(1)  Estimated  solely   for  the   purpose  of  calculating  the
registration fee, pursuant to Rule 457(c), based upon the average
of the high and low prices of the Common Stock as reported on the
Consolidated Transaction  Reporting System  of the New York Stock
Exchange on April 29, 1996.


PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference

          The following  documents,  which  have  been  filed  by
Inter-Regional Financial  Group, Inc.  (the "Company")  with  the
Securities and Exchange Commission, are incorporated by reference
in this Registration Statement, as of their respective dates:

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

          (b)   All other reports filed pursuant to Section 13(a)
     or 15(d)  of the Securities Exchange Act of 1934, as amended
     (the "Exchange Act"), since December 31, 1995.

          (c)   The description  of the  Company's  Common  Stock
     contained in  any Registration  Statement  filed  under  the
     Exchange Act,  including any  amendment or  report filed for
     the purpose of updating such description.

          All  other   reports  and   any  definitive   proxy  or
information statements subsequently filed by the Company pursuant
to Sections  13(a), 13(c), 14 and 15(d) of the Exchange Act prior
to the filling of a post-effective amendment which indicates that
all securities  offered have  been sold  or which deregisters all
securities  then   remaining  unsold,   shall  be  deemed  to  be
incorporated by reference herein and to be a part hereof from the
respective dates of filing of such documents.


Item 4.   Description of Securities

          Not applicable.


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, as
amended,  provides   that,   under   certain   circumstances,   a
corporation may  indemnify any person who was or is a party or is
threatened to  be made  a party  to any  threatened,  pending  or
completed action,  suit or  proceeding, whether  civil, criminal,
administrative or  investigative, by  reason of  the fact that he
or she  is or  was a  director, officer, employee or agent of the
corporation or  is or was serving at its request in such capacity
in another  corporation or business association, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually  and reasonably  incurred by  him or  her  in
connection with  such action,  suit or  proceeding if  he or  she
acted in good faith and in a manner he or she reasonably believed
to be  in or not opposed to the best interests of the corporation
and, with  respect to  any criminal  action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

          Article  SEVENTH  of  the  Company's  Certification  of
Incorporation, as  amended, provides,  in  effect,  that  persons
serving as officers and directors of a corporation at the request
of the Company shall be entitled to be indemnified by the Company
to the  extent permitted  by Section  145 of the Delaware General
Corporation Law, as amended.

          The Company  has  purchased  directors'  and  officers'
liability insurance,  including a  Company reimbursement  policy.
Subject to the policy conditions, the insurance provides coverage
for amounts  payable by the Company to its directors and officers
pursuant to  the Company's  charter documents.   In addition, the
Company has  entered into  indemnification  agreements  with  its
directors and  executive officers  contractually  obligating  the
Company to,  among other  things, maintain the same level of such
insurance coverage as was being provided at the time of execution
of such agreements.


Item 7.   Exemption from Registration Claimed

          Not applicable.


Item 8.   Exhibits

Exhibit
Number                      Description
- ------                      -----------

4.1     Restated Certificate of Incorporation of the Company 
        dated May 2, 1996, and amended by Amendment dated May 2, 1996,
        and filed herewith.

4.2     Amended and  Restated Bylaws  of the  Company, as amended 
        through May 2, 1996, and filed herewith.

5.1     Opinion of Dorsey & Whitney LLP.

23.1    Consent of Dorsey & Whitney LLP

23.2    Consent of KPMG Peat Marwick LLP.

24.1    Power of Attorney.


Item 9.   Undertakings

     A.   Post-Effective Amendments

          The Company 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 subparagraphs  (i)  and  (ii)   above
will  not  apply  if  the information required to be included  in
a  post-effective  amendment by those  subparagraphs is contained
in periodic reports filed by the Company  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.

     B.   Subsequent Documents Incorporated by Reference

          The Company  hereby undertakes  that, for  purposes  of
determining any  liability under the Securities Act of 1933, each
filing of  the Company'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.   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 Company pursuant to the
foregoing provisions,  or otherwise, the Company 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  Company  of  expenses  incurred  or  paid  by  a
director, officer  or controlling  person of  the Company  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 Company 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.


                           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 May 2, 1996.


INTER-REGIONAL FINANCIAL GROUP

Louis C. Fornetti
- -----------------------
Louis C. Fornetti
Executive Vice President and
Chief Financial 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
- ----                      -----                         ----

*                          Chairman of the Board,        May 1, 1996
- ----------------------     President, Chief Executive
Irving Weiser              Officer and Director
                           (principal executive
                            officer)

Louis C. Fornetti         Executive Vice President &    May 1, 1996
- ----------------------     Chief Financial Officer
Louis C. Fornetti          (principal financial
                            officer)

*                         Senior Vice President,        May 1, 1996
- ----------------------     Controller and Treasurer
Daniel J. Reuss            (principal accounting
                            officer)

*                         Executive Vice President      May 1, 1996
- ----------------------     & Director
John C. Appel

*                         Director                      May 1, 1996
- ---------------------
J. Evans Attwell

*                         Director                      May 1, 1996
- ---------------------
Susan S. Boren

*                         Director                      May 1, 1996
- ---------------------
F. Gregory Fitz-Gerald

*                         Director                      May 1, 1996
- ---------------------
C.A. Rundell, Jr.

*                         Director                      May 1, 1996
- ---------------------
Robert L. Ryan

*                         Director                      May 1, 1996
- ---------------------
Arthur R. Schulze, Jr.


Louis C. Fornetti
- ---------------------
Louis C. Fornetti
*Attorney-in-fact


                          EXHIBIT INDEX


Exhibit
Number                    Description                               Page
- ------                    -----------                               ----

4.1    Restated Certificate of Incorporation of the Company
       dated May 2,1996, and by amendment dated May 2, 1996,
       and filed herewith.

4.2    Amended and Restated Bylaws of the Company, as amended 
       through May 2, 1996, and filed herewith.

5.1    Opinion of Dorsey & Whitney LLP

23.1   Consent of Dorsey & Whitney LLP

23.2   Consent of KPMG Peat Marwick LLP

24.1   Power of Attorney
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14098}]
{"company-data": {"conformed-name": "INTER REGIONAL FINANCIAL GROUP INC", "cik": "0000050916", "assigned-sic": "6211", "irs-number": "411228350", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03113", "film-number": "96555802"}, "business-address": {"street1": "DAIN BOSWORTH PLAZA", "street2": "60 SOUTH SIXTH ST", "city": "MINNEAPOLIS", "state": "MN", "zip": "55402", "phone": "6123717750"}, "former-company": {"former-conformed-name": "DAIN KALMAN & CO INC", "date-changed": "19680207"}}
As filed with the Securities and Exchange Commission
                         on May 2, 1996
                  Registration No. 33-_____

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

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

                 INTER-REGIONAL FINANCIAL GROUP
     (Exact name of registrant as specified in its charter)

               Delaware                      41-1228350
     (State or other jurisdiction         (I.R.S. Employer
     of incorporation or organization)      Identification No.)

            Dain Bosworth Plaza
            60 South Sixth Street
          Minneapolis, Minnesota   55402-4422
          (Address of Principal Executive Offices)    (Zip Code)

                  IFG 1996 STOCK INCENTIVE PLAN

     Copy to:

                      Carla J. Smith, Esq.
                     Senior Vice President,
                  General Counsel and Secretary
              Inter-Regional Financial Group, Inc.
                       Dain Bosworth Plaza
                      60 South Sixth Street
               Minneapolis, Minnesota  55402-4422
             (Name and address of agent for service)

                         (612) 371-7858
  (Telephone number, including area code, of agent for service)

                   CALCULATION OF REGISTRATION FEE
Proposed     Proposed     Amount
                                  maximum     maximum        of
  Title of                       offering    aggregate    registr
securities to     Amount to be   price per    offering     -ation
be registered      registered     share(1)    price (1)     fee
- -----------------------------------------------------------------
Common Stock
($.125 par value)   3,000,000     $21.625   $64,875,000   $22,370
(1)  Estimated  solely   for  the   purpose  of  calculating  the
registration fee, pursuant to Rule 457(c), based upon the average
of the high and low prices of the Common Stock as reported on the
Consolidated Transaction  Reporting System  of the New York Stock
Exchange on April 29, 1996.

PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

          The following  documents,  which  have  been  filed  by
Inter-Regional Financial  Group, Inc.  (the "Company")  with  the
Securities and Exchange Commission, are incorporated by reference
in this Registration Statement, as of their respective dates:

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

          (b)   All other reports filed pursuant to Section 13(a)
     or 15(d)  of the Securities Exchange Act of 1934, as amended
     (the "Exchange Act"), since December 31, 1995.

          (c)   The description  of the  Company's  Common  Stock
     contained in  any Registration  Statement  filed  under  the
     Exchange Act,  including any  amendment or  report filed for
     the purpose of updating such description.

          All  other   reports  and   any  definitive   proxy  or
information statements subsequently filed by the Company pursuant
to Sections  13(a), 13(c), 14 and 15(d) of the Exchange Act prior
to the filling of a post-effective amendment which indicates that
all securities  offered have  been sold  or which deregisters all
securities  then   remaining  unsold,   shall  be  deemed  to  be
incorporated by reference herein and to be a part hereof from the
respective dates of filing of such documents.

Item 4.   Description of Securities

          Not applicable.

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, as
amended,  provides   that,   under   certain   circumstances,   a
corporation may  indemnify any person who was or is a party or is
threatened to  be made  a party  to any  threatened,  pending  or
completed action,  suit or  proceeding, whether  civil, criminal,
administrative or  investigative, by  reason of  the fact that he
or she  is or  was a  director, officer, employee or agent of the
corporation or  is or was serving at its request in such capacity
in another  corporation or business association, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually  and reasonably  incurred by  him or  her  in
connection with  such action,  suit or  proceeding if  he or  she
acted in good faith and in a manner he or she reasonably believed
to be  in or not opposed to the best interests of the corporation
and, with  respect to  any criminal  action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

          Article  SEVENTH  of  the  Company's  Certification  of
Incorporation, as  amended, provides,  in  effect,  that  persons
serving as officers and directors of a corporation at the request
of the Company shall be entitled to be indemnified by the Company
to the  extent permitted  by Section  145 of the Delaware General
Corporation Law, as amended.

          The Company  has  purchased  directors'  and  officers'
liability insurance,  including a  Company reimbursement  policy.
Subject to the policy conditions, the insurance provides coverage
for amounts  payable by the Company to its directors and officers
pursuant to  the Company's  charter documents.   In addition, the
Company has  entered into  indemnification  agreements  with  its
directors and  executive officers  contractually  obligating  the
Company to,  among other  things, maintain the same level of such
insurance coverage as was being provided at the time of execution
of such agreements.

Item 7.   Exemption from Registration Claimed

          Not applicable.

Item 8.   Exhibits

Exhibit
Number                      Description
- ------                      -----------

4.1     Restated Certificate of Incorporation of the Company 
        dated May 2, 1996, and amended by Amendment dated May 2, 1996,
        and filed herewith.

4.2     Amended and  Restated Bylaws  of the  Company, as amended 
        through May 2, 1996, and filed herewith.

5.1     Opinion of Dorsey & Whitney LLP.

23.1    Consent of Dorsey & Whitney LLP

23.2    Consent of KPMG Peat Marwick LLP.

24.1    Power of Attorney.

Item 9.   Undertakings

     A.   Post-Effective Amendments

          The Company 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 subparagraphs  (i)  and  (ii)   above
will  not  apply  if  the information required to be included  in
a  post-effective  amendment by those  subparagraphs is contained
in periodic reports filed by the Company  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.

     B.   Subsequent Documents Incorporated by Reference

          The Company  hereby undertakes  that, for  purposes  of
determining any  liability under the Securities Act of 1933, each
filing of  the Company'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.   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 Company pursuant to the
foregoing provisions,  or otherwise, the Company 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  Company  of  expenses  incurred  or  paid  by  a
director, officer  or controlling  person of  the Company  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 Company 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.

                           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 May 2, 1996.

INTER-REGIONAL FINANCIAL GROUP

Louis C. Fornetti
- -----------------------
Louis C. Fornetti
Executive Vice President and
Chief Financial 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
- ----                      -----                         ----

*                          Chairman of the Board,        May 1, 1996
- ----------------------     President, Chief Executive
Irving Weiser              Officer and Director
                           (principal executive
                            officer)

Louis C. Fornetti         Executive Vice President &    May 1, 1996
- ----------------------     Chief Financial Officer
Louis C. Fornetti          (principal financial
                            officer)

*                         Senior Vice President,        May 1, 1996
- ----------------------     Controller and Treasurer
Daniel J. Reuss            (principal accounting
                            officer)

*                         Executive Vice President      May 1, 1996
- ----------------------     & Director
John C. Appel

*                         Director                      May 1, 1996
- ---------------------
J. Evans Attwell

*                         Director                      May 1, 1996
- ---------------------
Susan S. Boren

*                         Director                      May 1, 1996
- ---------------------
F. Gregory Fitz-Gerald

*                         Director                      May 1, 1996
- ---------------------
C.A. Rundell, Jr.

*                         Director                      May 1, 1996
- ---------------------
Robert L. Ryan

*                         Director                      May 1, 1996
- ---------------------
Arthur R. Schulze, Jr.

Louis C. Fornetti
- ---------------------
Louis C. Fornetti
*Attorney-in-fact

                          EXHIBIT INDEX

Exhibit
Number                    Description                               Page
- ------                    -----------                               ----

4.1    Restated Certificate of Incorporation of the Company
       dated May 2,1996, and by amendment dated May 2, 1996,
       and filed herewith.

4.2    Amended and Restated Bylaws of the Company, as amended 
       through May 2, 1996, and filed herewith.

5.1    Opinion of Dorsey & Whitney LLP

23.1   Consent of Dorsey & Whitney LLP

23.2   Consent of KPMG Peat Marwick LLP

24.1   Power of Attorney