<PAGE>
Filed Pursuant to Rule 424(b)(3)
File No. 33-55485
SUPPLEMENT DATED FEBRUARY 22, 1995
TO
PROSPECTUS DATED NOVEMBER 30, 1994
The following information supplements and supersedes information set forth
in the Prospectus dated November 30, 1994 (the "Prospectus") relating to the
resale of up to 859,806 shares of Common Stock (the "Shares") of First Bank
System, Inc. by certain selling stockholders (the "Selling Stockholders"), to
the extent additional to or inconsistent with information set forth in the
Prospectus. Reference is made to the Prospectus for more complete information.
SELLING STOCKHOLDERS
The following table sets forth certain information as to the maximum number
of Shares that may be sold by each of the Selling Stockholders pursuant to the
Prospectus, as supplemented.
Maximum
Number
of Shares to be
Sold Pursuant to
Name the Prospectus
- ---- --------------
Kenneth D. Reno.......................................... 339,004
Victor R. Uttke(1)....................................... 200,786
Ethelyn J. Uttke(2)...................................... 48,500
Cynthia S. Steen......................................... 56,450
Kelly M. Klein........................................... 56,450
Vicki D. Furnish(3)...................................... 56,450
Shantel N. Steen(4)...................................... 10,859
Raquelle M. Steen(5)..................................... 10,859
Katelyn D. Steen(6)...................................... 4,852
Jesse J. Klein(7)........................................ 10,859
Jason J. Klein(8)........................................ 10,458
Kody Michael Klein(9).................................... 550
Erica Ann Furnish(10).................................... 550
Troy D. Reno............................................. 16,046
Lisa L. Soderberg........................................ 16,046
Travis S. Reno........................................... 16,046
Fidelity Charitable Gift Fund(11)........................ 5,051
____________
(1) All of such shares are held in a trust for the benefit of Victor R. Uttke,
for which trust Victor R. Uttke and Ethelyn J. Uttke serve as co-trustees.
(2) All of such shares are held in a trust for the benefit of Ethelyn J. Uttke,
for which trust Victor R. Uttke and Ethelyn J. Uttke serve as co-trustees.
(3) All of such shares are held by Vicki D. Furnish as a joint tenant with
rights of survivorship with Ethelyn J. Uttke.
<PAGE>
(4) All of such shares are held in a trust for the benefit of Shantel N. Steen,
for which trust Cynthia S. Steen serves as trustee.
(5) All of such shares are held in a trust for the benefit of Raquelle M.
Steen, for which trust Cynthia S. Steen serves as trustee.
(6) All of such shares are held in a trust for the benefit of Katelyn D.
Steen, for which trust Cynthia S. Steen serves as trustee.
(7) All of such shares are held in a trust for the benefit of Jesse J. Klein,
for which trust Kelly M. Klein serves as trustee.
(8) All of such shares are held in a trust for the benefit of Jason J. Klein,
for which trust Kelly M. Klein serves as trustee.
(9) All of such shares are held in a trust for the benefit of Kody Michael
Klein, for which trust Kelly M. Klein serves as trustee.
(10) All of such shares are held in a trust for the benefit of Erica Ann
Furnish, for which trust Vicki D. Furnish serves as trustee.
(11) Fidelity Charitable Gift Fund received 1,108 of such shares from Victor R.
Uttke, 1,171 of such shares from Ethelyn J. Uttke, 924 of such shares from
Cynthia A. Steen, 924 of such shares from Kelly M. Klein and 924 of such
shares jointly from Vicki D. Furnish and Ethelyn M. Uttke, all as
charitable gifts in December 1994.
-2-
