As filed with the Securities and Exchange
              Commission on March 14, 1995
                  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, INC.
 (Exact name of registrant as specified in its charter)

                        Delaware
      (State or other jurisdiction of incorporation
                    or organization)

                       41-1228350
           (I.R.S. Employer Identification No.)

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


              IFG WEALTH ACCUMULATION PLAN
               (Full title of the plan)

                  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
Title of                maximum     maximum
Securities    Amount    offering   aggregate   Amount of
to be         to be     price per   offering  registration
registered   registered  share (1)   price (1)     fee
-----------------------------------------------------------
Common Stock
$.125 par   (2) 500,000
 value)         shares  $24.1875  $12,093,750     $4,171
===========================================================

(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 March 9, 1995.

(2)   In addition,  pursuant to  Rule 416(c) under the Securities
Act of  1933, as amended, this Registration Statement also covers
an indeterminate  amount of  interests  to  be  offered  or  sold
pursuant to the Plan described herein.

<PAGE>

                        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 fiscal
year ended December 31, 1993.

       (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, 1993.

     (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 documents  filed by  the Company  pursuant to  Section 13(a),
13(c), 14  and 15(d)  of 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.
------      --------------------------
            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 Certificate 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       Certificate of Incorporation of the Company, as
          amended (incorporated by reference to Exhibit
          3(a) to the Company's Annual Report on Form 10-K
          for the year ended December 31, 1988,
          File No. 0-7817).

4.2       Bylaws of the Company, as amended (incorporated
          by reference to Exhibit 3(b) to the Company's
          Annual Report on Form 10-K for the year ended
          December 31, 1989, File No. 0-7817).

23.1      Consent of KPMG Peat Marwick L.L.P.

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;

          (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.

<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 March 14, 1995.

                       INTER-REGIONAL FINANCIAL GROUP, INC.

                       By Daniel J. Reuss
                          --------------------------
                          Daniel J. Reuss
                          Senior Vice President, Treasurer
                          and acting 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 indicated on March 14, 1995.

Signatures              Title
----------              -----
          *             President, Chief Executive Officer
--------------------    and Director
Irving Weiser           (Principal Executive Officer)

Daniel J. Reuss         Senior Vice President, Treasurer and
--------------------    acting Chief Financial Officer
Daniel J. Reuss         (Principal Financial and Accounting
                        Officer)

          *             Chairman of the Board and
---------------------   Director
Richard D. McFarland

          *             Director
----------------------
F. Gregory Fitz-Gerald

          *             Director
----------------------
Susan S. Boren

          *             Director
----------------------
Lawrence Perlman

          *             Director
----------------------
David A. Smith

          *             Director
----------------------
Arthur R. Schulze, Jr.

          *             Director
----------------------
C. A. Rundell, Jr.

          *             Director
----------------------
Robert L. Ryan

* By   Daniel J. Reuss
       ---------------------------
       Daniel J. Reuss, Attorney-in-Fact

<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 March 14, 1995.


                      IFG WEALTH ACCUMULATION PLAN

                      By:  Daniel J. Reuss
                           --------------------------
                           Daniel J. Reuss
                           Senior Vice President,
                           Treasurer and acting Chief
                           Financial Officer
<PAGE>
                     EXHIBIT INDEX

Exhibit
Number       Description                            Page
--------     -----------                            ----
4.1          Restated Certificate of Incorporation
             of the Company

4.2          Amended and Restated Bylaws of the
             Company

23.1         Consent of KPMG Peat Marwick L.L.P.

24.1         Power of Attorney
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13824}]
As filed with the Securities and Exchange
              Commission on March 14, 1995
                  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, INC.
 (Exact name of registrant as specified in its charter)

                        Delaware
      (State or other jurisdiction of incorporation
                    or organization)

                       41-1228350
           (I.R.S. Employer Identification No.)

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

              IFG WEALTH ACCUMULATION PLAN
               (Full title of the plan)

                  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
Title of                maximum     maximum
Securities    Amount    offering   aggregate   Amount of
to be         to be     price per   offering  registration
registered   registered  share (1)   price (1)     fee
-----------------------------------------------------------
Common Stock
$.125 par   (2) 500,000
 value)         shares  $24.1875  $12,093,750     $4,171
===========================================================

(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 March 9, 1995.

(2)   In addition,  pursuant to  Rule 416(c) under the Securities
Act of  1933, as amended, this Registration Statement also covers
an indeterminate  amount of  interests  to  be  offered  or  sold
pursuant to the Plan described herein.
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 fiscal
year ended December 31, 1993.

       (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, 1993.

     (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 documents  filed by  the Company  pursuant to  Section 13(a),
13(c), 14  and 15(d)  of 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.
------      --------------------------
            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 Certificate 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       Certificate of Incorporation of the Company, as
          amended (incorporated by reference to Exhibit
          3(a) to the Company's Annual Report on Form 10-K
          for the year ended December 31, 1988,
          File No. 0-7817).

4.2       Bylaws of the Company, as amended (incorporated
          by reference to Exhibit 3(b) to the Company's
          Annual Report on Form 10-K for the year ended
          December 31, 1989, File No. 0-7817).

23.1      Consent of KPMG Peat Marwick L.L.P.

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;

          (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 March 14, 1995.

                       INTER-REGIONAL FINANCIAL GROUP, INC.

                       By Daniel J. Reuss
                          --------------------------
                          Daniel J. Reuss
                          Senior Vice President, Treasurer
                          and acting 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 indicated on March 14, 1995.

Signatures              Title
----------              -----
          *             President, Chief Executive Officer
--------------------    and Director
Irving Weiser           (Principal Executive Officer)

Daniel J. Reuss         Senior Vice President, Treasurer and
--------------------    acting Chief Financial Officer
Daniel J. Reuss         (Principal Financial and Accounting
                        Officer)

          *             Chairman of the Board and
---------------------   Director
Richard D. McFarland

          *             Director
----------------------
F. Gregory Fitz-Gerald

          *             Director
----------------------
Susan S. Boren

          *             Director
----------------------
Lawrence Perlman

          *             Director
----------------------
David A. Smith

          *             Director
----------------------
Arthur R. Schulze, Jr.

          *             Director
----------------------
C. A. Rundell, Jr.

          *             Director
----------------------
Robert L. Ryan

* By   Daniel J. Reuss
       ---------------------------
       Daniel J. Reuss, Attorney-in-Fact
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 March 14, 1995.

                      IFG WEALTH ACCUMULATION PLAN

                      By:  Daniel J. Reuss
                           --------------------------
                           Daniel J. Reuss
                           Senior Vice President,
                           Treasurer and acting Chief
                           Financial Officer
EXHIBIT INDEX

Exhibit
Number       Description                            Page
--------     -----------                            ----
4.1          Restated Certificate of Incorporation
             of the Company

4.2          Amended and Restated Bylaws of the
             Company

23.1         Consent of KPMG Peat Marwick L.L.P.

24.1         Power of Attorney