FIRST INTERSTATE BANCORP /DE/
8-K, 1995-05-01
NATIONAL COMMERCIAL BANKS
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              SECURITIES AND EXCHANGE COMMISSION

                    WASHINGTON, D.C. 20549


                           FORM 8-K

                        CURRENT REPORT

            Pursuant to Section 13 or 15(d) of the

               Securities Exchange Act of 1934


                          May 1, 1995
              (Date of earliest event reported)


                   FIRST INTERSTATE BANCORP
      (Exact name of registrant as specified in charter)


                           Delaware
       (State or other jurisdiction of incorporation)


                                              95-1418530
        1-4114                             (I.R.S. Employer
(Commission File Number)                   Identification Number)

      633 West Fifth Street                       90054
          P.O. Box 54068                        (Zip Code)
      Los Angeles, California
(Address of principal executive offices)


                        (213) 614-3001
    (Registrant's telephone number, including area code)



















<PAGE> 2

ITEM 1.        CHANGES IN CONTROL OF REGISTRANT.
               Not applicable.


ITEM 2.        ACQUISITION OR DISPOSITION OF ASSETS.
               Not applicable.


ITEM 3.        BANKRUPTCY OR RECEIVERSHIP.
               Not applicable.


ITEM 4.        CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
               Not applicable.


ITEM 5.        OTHER EVENTS.

                         On May 1, 1995, the Registrant issued a
               press release announcing a repurchase program for
               up to 7,600,000 shares of Registrant's Common
               Stock.  A copy of the press release is attached as
               a part of Exhibit 99 to this Form 8-K.

ITEM 6.        RESIGNATIONS OF REGISTRANT'S DIRECTORS.
               Not applicable.


ITEM 7.        FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
               INFORMATION AND EXHIBITS.

                    (a)  Financial statements of businesses
                    acquired.
                         None.

                    (b)  Pro forma financial information.
                         None.



                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
<PAGE> 3                    
                    
                    (c)  Exhibits.

                              (99) Additional exhibits

                         Press release dated May 1, 1995,
                    announcing a repurchase program for up to
                    7,600,000 shares of the Registrant's Common
                    Stock.


ITEM 8.        CHANGE IN FISCAL YEAR.
               Not applicable.





                            SIGNATURES



     Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.


                              FIRST INTERSTATE BANCORP
                                   (Registrant)


                              By   Ann M. Coons
                                   _______________________
                                   Ann M. Coons
                                   Senior Vice President



Dated:  May 1, 1995


         
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
         
                        
<PAGE> 4                        

                        INDEX TO EXHIBITS



                                                    Sequentially
Exhibit                                               Numbered
Number                                                  Pages

(99)      Additional exhibits

               Press release dated May 1, 1995,             5
               announcing a repurchase program for up
               to 7,600,000 shares of the Registrant's
               Common Stock.
































<PAGE> 5

                                                          N E W S

FOR IMMEDIATE RELEASE
- ---------------------

CONTACT: Shirley Hosoi Office: (213) 614-3043
         Ken Preston   Office: (213) 614-3656 Pager: (800) 976-3291


   FIRST INTERSTATE BANCORP BOARD AUTHORIZES SHARE REPURCHASES

     LOS ANGELES, May 1, 1995 -- First Interstate Bancorp (NYSE:
I) today reported that its Board of  Directors has authorized the
repurchase of up to 7.6 million shares of the Company's issued
and outstanding common stock, representing approximately 10
percent of the total number of outstanding shares as of April 28,
1995.  The first 2.5 million shares purchased under the program
will be used for reissuance through the Company's various
employee benefit and stock option plans, and Stock Purchase and
Dividend Reinvestment Plan.
     The Company said the purchases would be made from time to
time over the next two years in the open market or through
privately negotiated transactions.  The timing and extent of the
purchases will depend on market conditions, and will be subject
to customary regulatory and accounting requirements.
     Commenting on the Board action, First Interstate Chairman
and Chief Executive Officer William E. B. Siart said:  "Judicious
capital management is a critical underpinning of this company's
commitment to maximize shareholder value.  We have said
repeatedly that if we generate capital in excess of our needs, we
would use that capital to make value-added acquisitions, if
available, or repurchase our stock, or increase our dividend.
This action is consistent with that stated strategy, and reflects
our view that First Interstate shares represent good value."
     First Interstate Bancorp is the 14th largest commercial
banking company in the United States and the largest based in
Southern California.  Its 1,167 offices in 13 western states
serve individuals, small businesses, middle market companies and
selected large corporations and financial institutions.  First
Interstate provides quality financial products and services
marketed at the local level to nearly five million households in
over 500 western U.S. communities.
                                
                               ###



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