UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
First Bank System, Inc.
(Name of Issuer)
Common Stock, Par Value $1.25 Per Share
(Title of Class of Securities)
319279105
(CUSIP Number)
Dwight V. Board, Esq.
Executive Vice President, General Counsel and Secretary
U. S. Bancorp
111 S.W. Fifth Avenue
Portland, Oregon 97204
(503) 275-6111
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 1, 1997
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Sched-
ule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d--
1(b)(3) or (4), check the following box: [__]<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
U. S. Bancorp
I.R.S. Identification No. 93-0571730
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [__]
(b) [__]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC, OO (See Item 3)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [__]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PER-
SON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [__]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON
HC, CO
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This Amendment No. 1 amends the Statement on Schedule
13D filed with the Securities and Exchange Commission on March
28, 1997 (the "Schedule 13D") by U. S. Bancorp. This Amendment
No. 1 is filed with respect to the shares of common stock, par
value $1.25 per share (the "FBS Common Stock"), of First Bank
System, Inc. ("FBS"). Unless otherwise defined herein, all
capitalized terms shall have the meanings given such terms in
the Schedule 13D.
Item 5 of the Schedule 13D is hereby amended to read
in its entirety as follows:
Item 5. Interest in Securities of the Issuer.
The merger (the "Merger") of U. S. Bancorp with
and into FBS (in connection with which the name of
FBS was changed to "U.S. Bancorp") was consummated on
August 1, 1997.
The option granted by FBS to U. S. Bancorp, pur-
suant to which U. S. Bancorp had the right, upon the
occurrence of certain events, to purchase from FBS up
to 26,551,018 shares of FBS Common Stock for $77.50
per share, terminated according to its terms at the
effective time of the Merger.
Also in connection with the consummation of the
Merger, the subsidiaries of U. S. Bancorp that held
26,036 shares of FBS Common Stock in a fiduciary ca-
pacity became, as a result of such Merger, subsid-
iaries of FBS.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
August 1, 1997
U. S. BANCORP
/s/ Dwight V. Board
Dwight V. Board
Executive Vice President,
General Counsel and Secretary
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