NORWEST CORP
10-Q, 1994-08-15
NATIONAL COMMERCIAL BANKS
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<PAGE>




                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549



                                  FORM 10-Q



          (X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended June 30, 1994

                                      OR

          ( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

                       Commission File Number 1-2979



                            NORWEST CORPORATION

                A Delaware Corporation-I.R.S. No. 41-0449260
                               Norwest Center
                             Sixth and Marquette
                        Minneapolis, Minnesota 55479
                           Telephone (612) 667-1234






Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.   X  Yes  ___ No.

Common Stock, par value $1 2/3 per share,
outstanding at August 1, 1994                315,813,687 shares

<PAGE>

                       PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements.

The following consolidated financial statements of Norwest Corporation and 
its subsidiaries are included herein:

                                                                      Page
1.  Consolidated Balance Sheets -
       June 30, 1994 and December 31, 1993 .........................     3

2.  Consolidated Statements of Income -
       Quarters and Six Months Ended June 30, 1994 and 1993 ........     4

3.  Consolidated Statements of Cash Flows -
       Six Months Ended June 30, 1994 and 1993 ......................    6

4.  Consolidated Statements of Stockholders' Equity -
       Six Months Ended June 30, 1994 and 1993 ......................    8

5.  Notes to Consolidated Financial Statements .....................    10





The financial information for the interim periods is unaudited.  In the 
opinion of management, all adjustments necessary (which are of a normal 
recurring nature) have been included for a fair presentation of the results 
of operations.  The results of operations for an interim period are not 
necessarily indicative of the results that may be expected for a full year 
or any other interim period.

                                       2
<PAGE>

Norwest Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(Unaudited)

In millions, except shares                           June 30,  December 31,
                                                         1994          1993    
ASSETS
Cash and due from banks .......................     $ 2,680.3       2,844.4
Interest-bearing deposits with banks ..........          22.5          55.9
Federal funds sold and resale agreements ......         491.6         707.7
    Total cash and cash equivalents ...........       3,194.4       3,608.0
Trading account securities ....................         226.6         279.1
Investment securities (fair value
  $1,504.2 in 1994 and $1,597.6 in 1993) ......       1,423.3       1,542.7
Mortgage-backed securities (fair value
  $153.1 in 1993) .............................             -         151.0
Investment securities available for sale
  (fair value $2,260.9 in 1993) ...............       2,073.9       2,001.2
Mortgage-backed securities available for 
  sale (fair value $9,244.0 in 1993) ..........      11,310.3       9,021.6
    Total investment securities ...............      14,807.5      12,716.5
Student loans available for sale ..............       1,217.6       1,349.2
Mortgages held for sale .......................       3,848.0       6,090.7
Loans and leases ..............................      31,253.5      29,781.9
Unearned discount .............................      (1,080.7)     (1,021.1)
Allowance for credit losses ...................        (790.4)       (789.2)
    Net loans and leases ......................      29,382.4      27,971.6
Premises and equipment, net ...................         900.8         842.1
Interest receivable and other assets ..........       2,179.5       1,807.8
    Total assets ..............................     $55,756.8      54,665.0

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
  Noninterest-bearing .........................     $ 8,023.9       9,054.3
  Interest-bearing ............................      26,657.7      26,922.2
    Total deposits ............................      34,681.6      35,976.5
Short-term borrowings .........................       7,880.5       5,996.8
Accrued expenses and other liabilities ........       2,102.9       2,079.9
Long-term debt ................................       7,255.2       6,850.9
    Total liabilities .........................      51,920.2      50,904.1
Preferred stock ...............................         376.6         380.0
Unearned ESOP shares ..........................         (31.5)            - 
    Total preferred stock .....................         345.1         380.0
Common stock, $1 2/3 par value - authorized
 500,000,000 shares:
  Issued 323,084,474 and 309,255,558 shares
   in 1994 and 1993, respectively .............         538.5         515.4
Surplus .......................................         573.2         503.3
Retained earnings .............................       2,742.3       2,433.3
Net unrealized losses
  on securities available for sale ............        (140.2)            -
Notes receivable from ESOP ....................         (13.6)        (16.3)
Treasury stock - 7,627,247 and 1,956,803 common
  shares in 1994 and 1993, respectively .......        (201.9)        (51.5)
Foreign currency translation ..................          (6.8)         (3.3)
    Total common stockholders' equity .........       3,491.5       3,380.9
    Total stockholders' equity ................       3,836.6       3,760.9
    Total liabilities and 
      stockholders' equity ....................     $55,756.8      54,665.0

See notes to unaudited consolidated financial statements.

                                       3
<PAGE>

Norwest Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

<TABLE>
<CAPTION>

In millions, except per common share amounts           Quarter Ended      Six Months Ended
                                                           June 30             June 30    
                                                       1994       1993      1994      1993
<S>                                                <C>           <C>     <C>       <C>
INTEREST INCOME ON
Loans and leases ................................  $  746.8      647.1   1,446.7   1,293.0
Investment securities ...........................      19.3       30.4      36.2      61.1
Mortgage-backed securities ......................         -        2.5         -       4.3
Investment securities available for sale ........      28.0       29.1      60.5      58.3
Mortgage-backed securities available for sale ...     174.5      149.1     312.0     313.7
Student loans available for sale ................      26.1       23.1      50.2      43.7
Mortgages held for sale .........................      64.6       76.0     132.7     143.4
Money market investments ........................       6.9        3.5      12.3       8.1
Trading account securities ......................       7.6       10.5      16.0      13.5
    Total interest income .......................   1,073.8      971.3   2,066.6   1,939.1

INTEREST EXPENSE ON
Deposits ........................................     208.3      208.7     413.4     418.0
Short-term borrowings ...........................      68.6       60.8     113.6     126.6
Long-term debt ..................................      99.6       87.5     192.4     169.6
    Total interest expense ......................     376.5      357.0     719.4     714.2
      Net interest income .......................     697.3      614.3   1,347.2   1,224.9
Provision for credit losses .....................      23.7       39.4      60.0      77.5
      Net interest income after 
        provision for credit losses .............     673.6      574.9   1,287.2   1,147.4

NON-INTEREST INCOME
Trust ...........................................      50.5       46.1     102.4      94.1
Service charges on deposit accounts .............      58.7       51.5     116.1     102.3
Mortgage banking ................................     145.3      132.1     280.7     209.9
Data processing .................................      15.5       16.4      30.7      32.3
Credit card .....................................      27.0       28.5      52.7      57.0
Insurance .......................................      70.1       64.1     112.1     103.4
Other fees and service charges ..................      42.8       39.4      88.4      77.7
Net investment and mortgage-backed
 securities losses ..............................      (0.2)         -      (0.7)        -
Net investment and mortgage-backed
 securities available for sale gains (losses)....     (43.3)       6.1      (6.3)     29.4
Net venture capital gains .......................      15.0       20.9      35.2      26.6
Other ...........................................       5.5       16.6       9.7      38.1
    Total non-interest income ...................     386.9      421.7     821.0     770.8

NON-INTEREST EXPENSES
Salaries and benefits ...........................     393.4      358.5     790.4     691.5
Net occupancy ...................................      52.4       45.8     108.4      90.8
Equipment rentals, depreciation
 and maintenance ................................      56.9       48.4     110.2      92.6
Business development ............................      49.3       34.7      89.0      65.5
Communication ...................................      45.5       39.7      89.9      76.3
Data processing .................................      26.4       25.7      54.2      53.4
FDIC assessment and regulatory examination fees .      22.3       19.5      44.1      38.9
Intangible asset amortization ...................      17.8       20.2      37.3      32.7
Other ...........................................      95.0      163.2     204.6     297.7
    Total non-interest expenses .................     759.0      755.7   1,528.1   1,439.4
INCOME BEFORE INCOME TAXES ......................     301.5      240.9     580.1     478.8
Income tax expense ..............................      99.5       72.0     187.6     151.6
NET INCOME ......................................  $  202.0      168.9     392.5     327.2

</TABLE>
(Continued on page 5)
                                       4
<PAGE>

Norwest Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Continued from page 4)

<TABLE>
<CAPTION>

In millions, except per common share amounts           Quarter Ended     Six Months Ended
                                                          June 30            June 30     
                                                      1994      1993       1994      1993

<S>                                               <C>         <C>        <C>      <C>
Average Common and Common Equivalent Shares .....    319.2     307.9      316.1    306.8
PER COMMON SHARE
 Net Income
  Primary ....................................... $   0.61      0.52       1.20     1.01
  Fully diluted .................................     0.60      0.51       1.17     0.99
 Dividends ......................................    0.185     0.165      0.370    0.310

See notes to unaudited consolidated financial statements.

</TABLE>
                                       5
<PAGE>

Norwest Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

In millions                                                Six Months Ended
                                                               June 30     
                                                            1994       1993
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ..........................................  $   392.5      327.2
  Adjustments to reconcile net income to net cash
   flows from operating activities:
    Provision for credit losses ......................      60.0       77.5
    Depreciation and amortization ....................     112.4       94.6
    Gain on divestiture of branches ..................      (5.1)         -
    Gains on other real estate owned, net ............      (6.9)      (0.7)
    Losses on sales of premises and equipment ........         -        0.2
    Gains on sales of mortgages held 
      for sale .......................................     (62.3)     (29.1)
    Losses on sales of investment and 
      mortgage-backed securities .....................       0.7          - 
    Gains on sales of investment, mortgage-backed
     and venture capital securities
     available for sale ..............................     (28.9)     (56.0)
    Gains on sales of student loans 
      available for sale .............................      (5.7)      (3.2)
    Release of preferred shares to ESOP ..............      10.3          -
    Trading account securities losses (gains) ........     (11.0)       6.1 
    Purchases of trading account securities .......... (29,019.8) (28,466.9)
    Proceeds from sales of trading account
      securities .....................................  29,076.0   28,319.7
    Originations of mortgages held for sale .......... (13,990.5) (14,011.2)
    Proceeds from sales of mortgages held for sale ...  16,296.5   13,074.0
    Proceeds from sales of investment and mortgage-
     backed securities available for sale ............         -    1,335.1
    Purchases of investment and mortgage-backed
     securities available for sale ...................         -   (2,173.9)
    Proceeds from maturities and paydowns of
      investment and  mortgage-backed securities 
      available for sale .............................         -    1,137.2
    Originations of student loans available for sale..    (369.3)    (274.1)
    Proceeds from sales of student loans
     available for sale ..............................     555.4      338.4
    Deferred income taxes ............................      29.0      (21.5)
    Interest receivable ..............................     (22.1)      22.2
    Interest payable .................................     (21.2)     (43.9)
    Other assets, net ................................    (122.5)     (73.1)
    Other accrued expenses and liabilities, net ......      15.3      290.6 
      Net cash flows from (used for)
       operating activities ..........................   2,882.8     (130.8)


(Continued on page 7)
                                       6
<PAGE>

Norwest Corporation and Subsidiaries
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(Continued from page 6)

In millions                                               Six Months Ended
                                                              June 30     
                                                           1994       1993
CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from maturities and paydowns of:
    Investment securities ...........................      765.5     395.5
    Investment and mortgage-backed
      securities available for sale .................    1,777.7         -
  Proceeds from sales and calls of:
    Investment securities ...........................       15.4       0.7
    Investment and mortgage-backed
      securities available for sale .................    1,270.1         -
  Purchases of:
    Investment securities ...........................     (418.3)   (450.6)
    Investment and mortgage-backed 
      securities available for sale .................   (5,372.7)        -
  Net increase in banking 
   subsidiaries' loans and leases....................     (542.7)   (253.4)
  Principal collected on non-bank 
   subsidiaries' loans and leases ...................    2,347.4   1,929.0
  Non-bank subsidiaries' loans and
   leases originated ................................   (2,579.3) (2,029.2)
  Purchases of premises and equipment ...............     (117.6)    (88.2)
  Proceeds from sales of premises and equipment .....       10.7      21.4
  Proceeds from sales of other real estate owned ....       39.0      57.6
  Purchases of subsidiaries, net of cash
   and cash equivalents acquired ....................       83.3      74.5
  Divestiture of branches, net of cash and
   cash equivalents paid ............................      (55.1)        -
     Net cash flows used for
      investing activities ..........................   (2,776.6)   (342.7)

CASH FLOWS FROM FINANCING ACTIVITIES
  Deposits, net .....................................   (2,299.3) (1,050.5)
  Short-term borrowings, net ........................    1,773.2     163.9 
  Long-term debt borrowings .........................    1,351.3   1,670.2
  Repayments of long-term debt ......................   (1,041.6)   (545.1)
  Issuances of common stock .........................       32.6      31.3
  Repurchases of common stock .......................     (199.3)    (64.2)
  Repurchases of preferred stock ....................       (8.3)     (0.6)
  Net decrease in notes receivable from ESOP ........        2.7       1.1
  Dividends paid ....................................     (131.1)   (106.5)
    Net cash flows from (used for)
     financing activities ...........................     (519.8)     99.6 
    Net decrease in cash and
      cash equivalents ..............................     (413.6)   (373.9)

CASH AND CASH EQUIVALENTS
  Beginning of period ...............................    3,608.0   3,428.0
  End of period .....................................  $ 3,194.4   3,054.1

See notes to unaudited consolidated financial statements.

                                       7
<PAGE>

Norwest Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)

<TABLE>
<CAPTION>
                                                                               Net
                                                                        Unrealized
                                                                             Gains
In                                                                     (Losses) on
millions,                        Unearned                               Securities        Notes                  Foreign
except for            Preferred      ESOP   Common   Sur-   Retained     Available   Receivable   Treasury      Currency  
shares                    Stock    Shares    Stock   plus   Earnings      for Sale    from ESOP      Stock   Translation     Total

<S>                   <C> <C>           <C> <C>     <C>      <C>                 <C>      <C>        <C>            <C>     <C>
Balance, December 31,
  1992, as 
  originally reported $   342.5         -   242.4   616.0    2,002.8             -        (19.5)     (43.2)         (0.3)   3,140.7
 Adjustments for
  pooling of interests     51.5         -    22.7    70.6       86.3             -            -          -             -      231.1
Balance, December 31,
 1992, restated           394.0         -   265.1   686.6    2,089.1             -        (19.5)     (43.2)         (0.3)   3,371.8
Net income                                                     327.2                                                          327.2
Dividends on
  Common stock                                                 (90.7)                                                         (90.7)
  Preferred stock                                              (15.8)                                                         (15.8)
Stock split                                 244.2  (244.2)                                                                        -
Repurchase of 4,950
  preferred shares         (0.5)                                (0.1)                                                          (0.6)
Conversion of 186,698
  preferred shares to
  899,152 common shares    (7.8)              0.8     7.0                                                                         _
Issuance of 2,817,656
 common shares                                1.6    60.4      (32.3)                                 17.2                     46.9
Issuance of 2,438,760
  common shares for
  acquisitions                                0.7   (16.4)      (1.6)                                 34.4                     17.1
Repurchase of 2,572,446
 common shares                                                                                       (64.2)                   (64.2)
Cash payments 
 received on notes 
 receivable from ESOP                                                                       1.1                                 1.1
Tax benefits of dividends
  on common stock held
  by ESOP                                                        0.2                                                            0.2
Foreign currency 
  translation                                                                                                       (0.9)      (0.9)
Balance,
 June 30, 1993        $   385.7         -   512.4   493.4    2,276.0             -        (18.4)     (55.8)         (1.2)   3,592.1

(Continued on page 9)
</TABLE>
                                       8

Norwest Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
(Continued from page 8)

<TABLE>
<CAPTION>
                                                                              Net
                                                                       Unrealized
                                                                            Gains
                                                                      (Losses) on
millions,                        Unearned                              Securities        Notes                   Foreign
except for            Preferred      ESOP  Common   Sur-   Retained     Available   Receivable   Treasury       Currency  
shares                    Stock    Shares   Stock   plus   Earnings      for Sale    from ESOP      Stock    Translation     Total


<S>                   <C> <C>       <C>     <C>     <C>      <C>            <C>          <C>       <C>             <C>     <C>
Balance, December 31,
 1993 as originally
 reported             $   341.9         -   490.2   413.0    2,394.4             -       (16.3)     (51.5)         (3.3)   3,568.4
Adjustments for
 pooling of interests      38.1         -    25.2    90.3       38.9             -           -          -             -      192.5
Balance, December 31,
 1993, restated           380.0         -   515.4   503.3    2,433.3             -       (16.3)     (51.5)         (3.3)   3,760.9
Net unrealized gains
 on securities
 available for sale,
 January 1, 1994                                                             313.4                                           313.4
Net income                                                     392.5                                                         392.5
Dividends on
  Common stock                                                (117.0)                                                       (117.0)
  Preferred stock                                              (14.1)                                                        (14.1)
Conversion of 1,209,345
  preferred shares to
  2,903,443 common shares (36.0)              4.4    25.2                                             6.4                        -
Repurchase of 192,220
  preferred shares         (8.3)                                                                                              (8.3)
Issuance of 40,900  
  preferred shares
  to ESOP                  40.9     (42.1)            1.2                                                                        -
Release of preferred
  shares to ESOP                     10.6            (0.3)                                                                    10.3
Issuance of 1,604,448
 common shares                                0.1     3.5      (10.9)                                42.5                     35.2
Issuance of 11,162,981
 common shares for 
 acquisitions                                18.6    40.3       58.5                                                         117.4
Repurchase of 7,512,400
 common shares                                                                                     (199.3)                  (199.3)
Change in net unrealized 
  gains (losses) on securities 
  available for sale                                                        (453.6)                                         (453.6)
Cash payments received 
 on notes receivable
 from ESOP                                                                                 2.7                                 2.7
Foreign currency
 translation                                                                                                       (3.5)      (3.5)
Balance, 
 June 30, 1994        $   376.6     (31.5)  538.5   573.2    2,742.3        (140.2)      (13.6)    (201.9)         (6.8)   3,836.6


See notes to unaudited consolidated financial statements.

</TABLE>
                                       9
<PAGE>

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.  Change in Accounting Policies

Effective January 1, 1994, the corporation adopted Statement of Financial 
Accounting Standards No. 115, "Accounting for Certain Investments in Debt and 
Equity Securities," ("FAS 115").  Accordingly, debt and equity securities 
available for sale are measured at fair value.  Net unrealized gains (losses) 
on securities available for sale are excluded from earnings and reported as a 
separate component of stockholders' equity until realized.  Realized gains and 
losses on sales are computed by the specific identification method at the time 
of disposition and are recorded in non-interest income. 

Prior to the adoption of FAS 115, debt and equity securities available for 
sale were carried at the lower of aggregate cost or market value. 


2.  Consolidated Statements of Cash Flows

Cash paid for interest and income taxes for the six months ended June 30 was:

    In millions                            
                                        1994       1993
    Interest                         $ 740.6      757.5
    Income taxes                        88.4      144.9
    
During the first six months of 1994 and 1993, $27.6 million and $34.9 million, 
respectively, of loans were transferred to other real estate owned.  Mortgage-
backed securities of $151.0 million, held for investment by First United Bank 
Group, Inc. ("First United") were transferred to available for sale in the 
first quarter of 1994.  The transfer was made to comply with the corporation's 
investment and interest rate risk policies.  See Note 11 for a discussion of 
the acquisition of First United.  

During the six months ended June 30, 1994 and 1993, the corporation issued 
340,669 shares and 1,591,344 shares of common stock, respectively, in 
connection with acquisitions accounted for using the purchase method.  On 
March 31, 1994, the corporation issued 40,900 shares of ESOP Cumulative 
Convertible Preferred Stock in the par amount of $40.9 million at a premium of 
$1.2 million.  A corresponding charge of $42.1 million was recorded to 
unearned ESOP shares (see Note 7).  Preferred stock in the amount of $10.6 
million was released to the ESOP during the six months ended June 30, 1994. 

In conjunction with the acquisition of First United, $30.2 million of 
preferred stock of First United was converted into common stock of the 
corporation. 

                                       10
<PAGE>

3.  Investment and Mortgage-backed Securities

The amortized cost and fair value of investment and mortgage-backed
securities at June 30, 1994 and December 31, 1993 were:

<TABLE>
<CAPTION>

In millions                                         June 30, 1994			          
                                                     Gross      Gross
                                       Amortized  Unrealized  Unrealized      Fair  
                                          Cost       Gains      Losses        Value	 
<S>                                    <C>             <C>        <C>       <C>
Held for investment:
 U.S. Treasury and federal agencies .. $   236.9           -           -       236.9
 State, municipal and housing - 
  tax exempt..........................     744.6        33.1        (5.4)      772.3
 Other ...............................     441.8        56.3        (3.1)      495.0
    Total investment securities
     held for investment ............. $ 1,423.3        89.4        (8.5)    1,504.2

Available for sale:
 U.S. Treasury and federal agencies .. $ 1,652.6        16.3       (21.4)    1,647.5
 State, municipal and housing -
  tax exempt .........................      90.0         1.2        (1.6)       89.6
 Other ...............................     276.7        69.1        (9.0)      336.8
    Total investment securities 
     available for sale ..............   2,019.3        86.6       (32.0)    2,073.9
 Mortgage-backed securities:
  Federal agencies ...................  11,448.7        57.0      (327.8)   11,177.9
  Collateralized mortgage 
   obligations .......................     132.9         0.8        (1.3)      132.4
    Total mortgage-backed securities 
     available for sale ..............  11,581.6        57.8      (329.1)   11,310.3

    Total investment and 
     mortgage-backed securities 
     available for sale .............. $13,600.9       144.4      (361.1)   13,384.2

</TABLE>
                                       11

<PAGE>

<TABLE>
<CAPTION>

In millions                                           December 31, 1993            
                                                      Gross       Gross
                                        Amortized  Unrealized  Unrealized    Fair
                                           Cost       Gains      Losses      Value 
<S>                                     <C>            <C>          <C>    <C>
Held for investment:
 U.S. Treasury and federal agencies ..  $   665.0        5.5            -     670.5
 State, municipal and housing - 
   tax exempt ........................      632.9       50.1         (1.0)    682.0
 Other ...............................      244.8        0.3            -     245.1
    Total investment securities
     held for investment .............    1,542.7       55.9         (1.0)  1,597.6
 Mortgage-backed securities:
  Federal agencies ...................      126.0        2.1            -     128.1
  Collateralized mortgage
   obligations .......................       25.0          -            -      25.0
    Total mortgage-backed 
     securities held for investment ..      151.0        2.1            -     153.1

    Total investment and
     mortgage-backed securities 
     held for investment .............  $ 1,693.7       58.0         (1.0)  1,750.7

Available for sale:
 U.S. Treasury and federal agencies ..  $ 1,520.5       77.2         (2.8)  1,594.9
 State, municipal and housing -
   tax exempt ........................       96.2        3.7         (0.1)     99.8
 Other ...............................      384.5      188.8         (7.1)    566.2
    Total investment securities 
     available for sale ..............    2,001.2      269.7        (10.0)  2,260.9
 Mortgage-backed securities:
  Federal agencies ...................    8,889.1      227.5         (7.5)  9,109.1
  Collateralized mortgage 
   obligations .......................      132.5        2.7         (0.3)    134.9
    Total mortgage-backed securities
     available for sale ..............    9,021.6      230.2         (7.8)  9,244.0

    Total investment and 
     mortgage-backed securities
     available for sale ..............  $11,022.8      499.9        (17.8) 11,504.9

</TABLE>
                                       12  
<PAGE>

Interest income on investment and mortgage-backed securities for the quarters
and six months ended June 30 were:

<TABLE>
<CAPTION>
                                                  Quarter            Six Months  
In millions                                      1994     1993      1994     1993

<S>                                           <C>        <C>       <C>      <C>
Held for investment:
 U.S. Treasury and federal agencies ..        $   2.2     11.7       2.2     23.8
 State, municipal and housing -  
   tax exempt ........................           12.8     14.5      25.2     29.4
 Other ...............................            4.3      4.2       8.8      7.9
    Total investment securities
     held for investment .............        $  19.3     30.4      36.2     61.1 
 Mortgage-backed securities:
  Federal agencies ...................        $     -      2.2         -      3.7
  Collateralized mortgage
   obligations .......................              -      0.3         -      0.6
    Total mortgage-backed securities   
     held for investment .............        $     -      2.5         -      4.3


Available for sale:
 U.S. Treasury and federal agencies ..        $  21.7     24.3      48.0     49.3
 State, municipal and housing -.......
   tax exempt ........................            1.3      1.2       2.6      2.3
 Other ...............................            5.0      3.6       9.9      6.7
    Total investment securities 
     available for sale ..............        $  28.0     29.1      60.5     58.3
 Mortgage-backed securities:
  Federal agencies ...................        $ 172.3    141.8     307.8    299.1 
  Collateralized mortgage 
   obligations .......................            2.2      7.3       4.2     14.6
    Total mortgage-backed securities
     available for sale ..............        $ 174.5    149.1     312.0    313.7

</TABLE>

During the three and six months ended June 30, 1994, certain investment 
securities with a total amortized cost of $39.1 million and $49.5 million, 
respectively, were sold by the corporation principally because such securities 
were called by the issuers prior to maturity, or in certain cases due to 
significant deterioration in the creditworthiness of the related issuers.  The 
sales and calls of investment securities resulted in net losses of $0.2 million
for the second quarter and $0.7 million for the six months ended June 30, 1994.

                                      13
<PAGE>

4.  Loans and Leases

The carrying values of loans and leases at June 30, 1994 and December 31, 1993 
were:

In millions                                      June 30,    December 31,
                                                     1994            1993

Commercial ...............................     $  7,910.4         7,624.1
Construction and land development ........          595.6           565.6
Real estate ..............................       11,920.3        11,738.8
Consumer .................................        9,586.1         8,606.3
Lease financing ..........................          669.8           698.6
Foreign ..................................          571.3           548.5
  Total loans and leases .................       31,253.5        29,781.9
Unearned discount ........................       (1,080.7)       (1,021.1)
  Loans and leases, net of 
    unearned discount ....................     $ 30,172.8        28,760.8

Changes in the allowance for credit losses for the quarters and six months 
ended June 30 were:



                                                 Quarter         Six Months  
In millions                                     1994    1993     1994    1993

Balance at beginning of period ............  $ 793.2   774.7    789.2   773.1
  Allowance related to loans acquired .....      6.9     4.1     17.8     5.8

  Provision for credit losses .............     23.7    39.4     60.0    77.5

  Credit losses ...........................    (68.9)  (73.0)  (143.6) (142.0)
  Recoveries ..............................     35.5    27.8     67.0    58.6
    Net credit losses .....................    (33.4)  (45.2)   (76.6)  (83.4)
Balance at end of period ..................  $ 790.4   773.0    790.4   773.0

5.  Non-accrual, Restructured and 90-Day Past Due Loans and Other Real Estate
    Owned

Non-accrual, restructured and 90-day past due loans and other real estate 
owned at June 30, 1994 and 1993 and December 31, 1993 were:

In millions                                      June 30      December 31,
                                              1994      1993          1993

Non-accrual loans .......................  $ 143.6     237.4         195.7
Restructured loans ......................      2.0       2.7          10.3
  Total non-accrual and 
   restructured loans ...................    145.6     240.1         206.0
Other real estate owned .................     55.1     103.2          63.0
  Total non-performing assets ...........    200.7     343.3         269.0
Loans and leases past due 
  90 days or more* ......................     68.2      61.7          50.8
  Total non-performing assets and
   90-day past due loans and leases .....  $ 268.9     405.0         319.8

* Excludes non-accrual and restructured loans.

                                       14
<PAGE>

The effects of non-accrual and restructured loans on interest income for the 
quarters and six months ended June 30 were:


                                              Quarter          Six Months 

In millions                                 1994    1993      1994    1993

Interest
  As originally contracted ...........    $  8.1     3.4      11.8    10.9
  As recognized ......................      (0.7)   (0.3)     (1.2)   (1.9)
    Reduction of interest income .....    $  7.4     3.1      10.6     9.0


6.  Long-term Debt

During the first six months of 1994, certain banking subsidiaries of the 
corporation received $8 million in advances from the Federal Home Loan Bank 
(FHLB) bearing interest at 6.23 percent and maturing in April 2009 and $41 
million in FHLB advances bearing interest at LIBOR minus 10 basis points 
maturing in November 1994.  During the first six months of 1994, the 
corporation issued $200 million of medium term notes at LIBOR plus 5 basis 
points due in May 1996 and $200 million of medium term notes at LIBOR maturing 
in May 1996.  Additionally, the corporation issued $200 million of 
subordinated notes bearing interest at LIBOR plus 5 basis points and maturing 
in February 1999.  Also, during the first six months of 1994, Norwest 
Financial, Inc. issued $716 million of senior and senior subordinated notes 
bearing fixed rates ranging from 5.40% to 8.50% and maturing from March 1996 
to February 2004. 

                                       15
<PAGE>


7. Preferred Stock

The corporation is authorized to issue 5,000,000 shares of preferred stock 
without par value.  The table below is a summary of the corporation's 
preferred stock at June 30, 1994 and December 31, 1993.  A detailed 
description of the corporation's preferred stock is provided in Note 10 of the 
Notes to Consolidated Financial Statements in the corporation's 1993 Annual 
Report on Form 10-K, as amended by Amendment No. 1 on Form 10-K/A dated May 
13, 1994.

<TABLE>
<CAPTION>


In millions, except share amounts

                                                       Annual
                                                     Dividend
                              Shares Outstanding      Rate at    Amount Outstanding	  
                             June 30   December 31    June 30   June 30,  December 31,
                                1994          1993       1994       1994          1993
<S>                         <C>          <C>           <C>        <C>            <C>
10.24% Cumulative, 
  $100 stated value         1,127,125    1,131,250     10.24%     $112.8         113.2
7.00% Cumulative 
  Convertible, Series B,
  $200 stated value         1,143,750    1,143,750      7.00%      228.7         228.7
ESOP Cumulative Convertible,
  $1,000 stated value          35,125            -      9.00%       35.1             -
First United Cumulative 
  Convertible Exchangeable, 
  Series A, $25 stated value        -    1,200,000          -          -          30.0
First United Adjustable Rate 
  Cumulative, Series B, 
  $1 par value                      -      188,095          -          -           7.9
First United 10.00% Cumulative 
  Convertible Exchangeable,
  Series C, $1 par value            -        3,570          -          -           0.2
    Preferred stock                                                376.6         380.0
Unearned ESOP shares                                               (31.5)            -
    Total preferred stock                                         $345.1         380.0

</TABLE>
                                        16
<PAGE>

On March 31, 1994 the corporation issued 40,900 shares of ESOP Cumulative 
Convertible Preferred Stock, $1,000 stated value per share ("ESOP Preferred 
Stock").  All shares of the ESOP Preferred Stock have been issued to a trustee 
acting on behalf of the Norwest Corporation Savings-Investment Plan and Master 
Savings Trust (the "Plan").  Dividends are cumulative from the date of initial 
issuance and are payable quarterly at an annual rate of 9.00%. 

Each share of ESOP Preferred Stock released from the unallocated reserve of 
the Plan is convertible into shares of common stock of the corporation based 
on the stated value of the ESOP Preferred Stock and the then current market 
price of the corporation's common stock.  During the second quarter of 1994, 
5,775 shares of ESOP Preferred Stock were converted into 241,884 shares of 
common stock of the corporation.  The ESOP Preferred Stock is also convertible 
at the option of the holder at any time, unless previously redeemed.  The ESOP 
Preferred Stock is redeemable at any time, in whole or in part, at the option 
of the corporation at a redemption price per share equal to the higher of (a) 
$1,000 per share plus accrued and unpaid dividends and (b) the fair market 
value, as defined in the ESOP Preferred Stock Certificate of Designations, of 
the ESOP Preferred Stock.  

In accordance with the American Institute of Certified Public Accountants 
Statement of Position 93-6, "Employers' Accounting for Employee Stock 
Ownership Plans", the corporation recorded a corresponding charge to unearned 
ESOP shares in connection with the issuance of the ESOP Preferred Stock.  The 
unearned ESOP shares are reduced as shares of the ESOP Preferred Stock are 
committed to be released. 

As a result of the acquisition of First United (See Note 11), each share of 
the Cumulative Convertible Exchangeable Preferred Stock, Series A, and the 
10.00% Cumulative Convertible Exchangeable Preferred Stock, Series C, was 
converted into 2.2 and 6.039 shares, respectively, of the corporation's common 
stock and each outstanding share of the Adjustable Rate Cumulative Preferred 
Stock, Series B, was converted into $42 per share plus accrued and unpaid 
dividends.  

8. Segment Reporting

The corporation's operations include three primary business segments:  
banking, mortgage banking and consumer finance.  The corporation, primarily 
through its subsidiary banks, offers diversified banking services including 
retail, commercial and corporate banking, equipment leasing, trust services, 
securities brokerage, investment banking and venture capital investments.  
Mortgage banking activities include the origination and purchase of 
residential mortgage loans for sale to various investors as well as providing 
servicing of mortgage loans for others where servicing rights have been 
retained.  Consumer finance activities, provided through the corporation's 
Norwest Financial subsidiaries, include providing direct installment loans to 
individuals, purchasing of sales finance contracts, private label and lease 
accounts receivable financing and other related products and services.

                                       17
<PAGE>

Selected financial information by business segment for the quarters and six 
months ended June 30 is included in the following summary:

                                   Quarter              Six Months  
In millions                     1994      1993        1994      1993
Revenues:*
  Banking                  $   938.3     905.3     1,861.0   1,803.5
  Mortgage banking             223.0     219.3       441.9     374.6
  Consumer finance             299.4     268.4       584.7     531.8
    Total                  $ 1,460.7   1,393.0     2,887.6   2,709.9
Organizational earnings:*
  Banking                  $   136.2      98.7       264.1     203.1
  Mortgage banking              11.5      23.0        22.3      33.5
  Consumer finance              54.3      47.2       106.1      90.6
    Total                  $   202.0     168.9       392.5     327.2
Total assets:
  Banking                  $44,918.4  39,872.3
  Mortgage banking           5,261.3   6,523.1
  Consumer finance           5,577.1   4,807.8
    Total                  $55,756.8  51,203.2

*  Revenues, where applicable, and organizational earnings by business
   segment are impacted by intercompany revenues and expenses, such as
   interest on borrowings from the parent company, corporate service 
   fees and allocation of federal income taxes. 



9.  Mortgage Banking Activities

The detail of mortgage banking non-interest income for each of the quarters 
and six months ended June 30 is presented below: 

                                 Quarter             Six Months   
In millions                   1994      1993       1994       1993

Origination fees            $ 29.4      37.4       56.5       58.1
Servicing fees                48.5       3.5       83.9       22.2
Net gains on sales of 
  servicing rights            28.7      61.6       37.2       61.8
Net gains on sales of 
  mortgages                   15.9       6.5       62.3       29.2
Other mortgage fee income     22.8      23.1       40.8       38.6
  Total mortgage banking
    non-interest income     $145.3     132.1      280.7      209.9



Mortgage loans serviced for others are not included in the accompanying 
consolidated statements of financial condition.  The outstanding balances of 
serviced loans were $59,321.9 million and $30,221.0 million at June 30, 1994 
and 1993, respectively.

                                       18
<PAGE>

Changes in mortgage loan servicing rights purchased for the quarters and six 
months ended June 30 were:

                                 Quarters            Six Months   
In millions                   1994      1993       1994       1993

Balance at beginning
    of period               $210.1      92.4      185.2       64.0
  Purchases                  158.3      37.8      200.9       69.0
  Sales                      (10.9)     (2.4)     (17.9)      (2.4)
  Amortization                (7.6)     (4.8)     (18.2)      (7.6)
  Adjustments due to 
    changes in prepayment
    assumptions               (0.1)    (12.6)      (0.2)     (12.6)
Balance at end of period    $349.8     110.4      349.8      110.4



10. Derivative Activities

The corporation and its subsidiaries, as end-users, utilize various types of 
derivative products (principally interest rate swaps) as part of an overall 
interest rate risk management strategy.  Interest rate swaps generally involve 
the exchange of fixed and floating rate interest payments based on an 
underlying notional amount.  Generic swaps' notional amounts do not change for 
the life of the contract.  Amortizing swaps' notional amounts and lives change 
based on a remaining principal amount of a pool of mortgage-backed securities.  
Generally, as rates fall the notional amounts decline more rapidly and as 
rates increase notional amounts decline more slowly.  A key assumption in the 
information below is that rates remain constant at June 30, 1994 levels.  To 
the extent that rates change, both the maturity and variable interest rate 
information will change.  The basis swaps are contracts where the corporation 
receives an amount and pays an amount based on different floating indices.

For the six months ended June 30, 1994, the end-user derivative activities 
increased interest income by $6.3 million and reduced interest expense by $15.2
million, for a total benefit to net interest income of $21.5 million.  For the 
same period in 1993, interest income was increased by $6.7 million and 
interest expense was reduced by $9.1 million, for a total benefit to net 
interest income of $15.8 million.  

                                       19
<PAGE>

The following table presents the maturities and weighted average rates for end-
user derivatives by type:

<TABLE>
<CAPTION>

In millions
                                              Maturity                       
                                                                   There-
June 30, 1994                1994     1995   1996    1997    1998   after     Total

<S>                       <C>        <C>     <C>     <C>     <C>     <C>      <C>
Swaps:
Generic receive fixed-
  Notional value          $   500        -    405      50     200     100     1,255
  Weighted avg. 
    receive rate             6.15%       -   4.71    9.12    5.60    6.11      5.71 
  Weighted avg. pay rate     4.64%       -   4.49    4.63    4.56    4.56      4.57 

Amortizing receive fixed-
  Notional value          $     -    1,838      -       -       -       -     1,838
  Weighted avg.
    receive rate                -     6.50%     -       -       -       -      6.50 
  Weighted avg. pay rate        -     4.12%     -       -       -       -      4.12 

Generic pay fixed-
  Notional value          $   100        -      -       -       -     100       200
  Weighted avg.
    receive rate             4.31%       -      -       -       -    4.56      4.44 
  Weighted avg. pay rate     4.55%       -      -       -       -    5.69      5.12 

Basis -
  Notional value          $     -        -    200       -      29       -       229
  Weighted avg.
    receive rate                -        -   4.56%      -    2.76       -      4.33 
  Weighted avg. pay rate        -        -   4.35%      -    9.80       -      5.04 

Interest rate caps (1):
  Notional value          $   248        8     16       -     327       -       599

    Total notional value  $   848    1,846    621      50     556     200     4,121

    Total weighted avg.
    rates on swaps:
      Receive rate           5.85%    6.50   4.66    9.12    5.24    5.34      5.96 

      Pay rate               4.63%    4.12   4.44    4.63    5.23    5.12      4.40 


(1)  Average rates are not meaningful for interest rate caps. 

Note:  Weighted average variable rates are the actual rates as of June 30, 1994.

</TABLE>
                                       20

Activity in the notional amounts of end-user derivatives for the six months
ended June 30, 1994 is summarized as follows:

<TABLE>
<CAPTION>

In millions               December 31,             Amortizations                    June 30,
                                  1993  Additions     Maturities     Terminations       1994
<S>                           <C>           <C>             <C>            <C>         <C>
Swaps:

  Generic receive fixed       $    875        480              -             (100)     1,255

  Amortizing receive fixed           -      1,900            (62)               -      1,838

  Generic pay fixed                300          -              -             (100)       200

  Basis                              -        229              -                -        229

    Total swaps                  1,175      2,609            (62)            (200)     3,522


Interest rate caps                 649          -            (50)               -        599

Futures                          2,000          -              -           (2,000)         -

Total                         $  3,824      2,609           (112)          (2,200)     4,121

</TABLE>

Gains and losses on terminations of end-user derivatives were not material at
June 30, 1994 and December 31, 1993. 

As of December 31, 1993 the corporation had hedged for one year $2.0 billion
of variable rate FHLB borrowings and variable rate deposits using
a stream of purchased put options of Euro Futures.  These futures were closed
out during the first quarter of 1994. 

                                       21
<PAGE>


The following table provides the gross gains and gross losses not yet
recognized in the income statements for end-user derivatives applicable
to certain hedged assets and liabilities:

<TABLE>
<CAPTION>

In millions
                                            Balance Sheet Category                
                                                 Interest-        Other     Long-
                           Investment              bearing   Short-term     term
June 30, 1994              Securities    Loans    Deposits   Borrowings     Debt      Total

  <S>                      <C>   <C>     <C>        <C>           <C>       <C>     <C>
Swaps:

  Pay variable 
    Unrealized gains       $        -      0.4           -            -      3.1       3.5
  Pay variable 
    Unrealized (losses)          (7.5)   (18.9)     (121.5)        (9.8)   (11.9)   (169.6)

    Pay variable net             (7.5)   (18.5)     (121.5)        (9.8)    (8.8)   (166.1)

  Pay fixed 
    Unrealized gains                -        -        11.6            -        -      11.6

  Basis 
    Unrealized (losses)          (1.9)       -           -            -        -      (1.9)

  Total unrealized gains            -      0.4        11.6           -       3.1      15.1
  Total unrealized (losses)      (9.4)   (18.9)     (121.5)       (9.8)    (11.9)   (171.5)

    Total net              $     (9.4)   (18.5)     (109.9)       (9.8)     (8.8)   (156.4)

Interest rate caps:

  Unrealized gains         $      1.4        -           -         0.1       0.9       2.4
  Unrealized (losses)               -        -           -        (0.1)     (0.1)     (0.2)

    Total net              $      1.4        -           -           -       0.8       2.2

  Grand total
    Unrealized gains       $      1.4      0.4        11.6         0.1       4.0      17.5
  Grand total
    Unrealized (losses)          (9.4)   (18.9)     (121.5)       (9.9)    (12.0)   (171.7)

  Grand total net          $     (8.0)   (18.5)     (109.9)       (9.8)     (8.0)   (154.2)

</TABLE>



The Corporation has entered into mandatory and standby forward contracts to 
reduce interest rate risk on certain mortgage loans held for sale and other 
commitments.  The contracts provide for the delivery of securities at a 
specified future date, at a specified price or yield.  At June 30, 1994, the 
corporation had forward contracts totaling $4.1 billion, all of which mature 
within 240 days.  Gains and losses on forward contracts are included in the 
determination of market value of mortgages held for sale.   

                                       22
<PAGE>

11. Business Combinations

The corporation regularly explores opportunities for acquisitions of financial 
institutions and related businesses.  Generally, management of the corporation 
does not make a public announcement about an acquisition opportunity until a 
definitive agreement has been signed.

On January 14, 1994, the corporation completed its acquisition of First 
United, a multibank holding company headquartered in Albuquerque, New Mexico, 
with total assets of $3.9 billion.  The corporation issued 17,784,916 shares 
of its common stock in connection with the acquisition.  The acquisition was 
accounted for using the pooling of interests method of accounting and, 
accordingly, the corporation's financial statements have been restated for all 
periods prior to the acquisition to include the accounts and operations of 
First United.

Net income and net income per share amounts of the corporation and First 
United prior to restatement for the years ended December 31, 1993, 1992 and 
1991 were:

In millions, except per share amounts           1993      1992     1991

The corporation
  Net income ............................    $ 653.6     364.1    400.9
  Net income per share
   Primary ..............................       2.13      1.16     1.34
   Fully diluted ........................       2.10      1.16     1.33

First United
  Net (loss) income .....................    $ (40.5)     29.9     17.4
  Net (loss) income per share 
   Primary ..............................      (3.40)     2.18     1.34
   Fully diluted ........................      (3.40)     1.84     1.29

The corporation acquired American Land Title Company of Kansas City, Inc. on 
July 1, 1994, and issued 166,666 common shares.  On April 28, 1994, the 
corporation completed its acquisition of D.L. Bancshares, Inc., a $78 million 
bank holding company located in Detroit Lakes, Minnesota, for cash of $11.9 
million.  On May 1, 1994, the corporation completed its acquisition of Double 
Eagle Financial Corporation, an insurance agency, located in Phoenix, Arizona, 
and issued 307,700 common shares.  On April 15, 1994, the corporation 
completed its acquisition of Bank of Montana System with assets of $807 
million, located in Great Falls, Montana, and issued 4,174,105 common shares.  

On March 15, 1994, the corporation completed its acquisition of Community 
Credit Co., a $173 million consumer finance company located in Minneapolis, 
Minnesota, and issued 3,726,871 common shares.  On February 2, 1994, the 
corporation completed its acquisition of First National Bank of Arapahoe 
County, First National Bank of Lakewood and First National Bank of Southeast 
Denver,  with assets of $36 million, $61 million and $134 million, 
respectively, located in the Denver, Colorado metro area, and issued 260,896, 
337,582 and 803,439 common shares, respectively.  Also on February 2, 1994, 
the corporation completed its acquisition of Lindeberg Financial Corporation, 
a $55 million bank holding company, located in Forest Lake, Minnesota, and 
issued 413,599 common shares.  On January 1, 1994, the corporation completed 
its acquisition of St. Cloud National Bank & Trust Co., a $119 million bank, 
and on January 6, 1994, closed on St. Cloud Metropolitan Agency, Inc., an 
insurance agency, and issued 1,105,820 and 32,969 common shares, respectively.  

                                       23
<PAGE>

The acquisitions of Bank of Montana System, First National Bank of Arapahoe 
County, First National Bank of Lakewood, First National Bank of Southeast 
Denver, Lindeberg Financial Corporation, St. Cloud National Bank & Trust Co. 
and Community Credit Co. were accounted for using the pooling of interests 
method of accounting; however, the financial results of the corporation for 
periods prior to these acquisitions have not been restated because the effect 
of these acquisitions on the corporation's financial statements was not 
material.  The acquisitions of St. Cloud Metropolitan Agency, Inc., D.L. 
Bancshares, Inc., Double Eagle Financial Corporation and American Land Title 
of Kansas City, Inc., were accounted for using the purchase method. 

The corporation has seven other pending acquisitions with total assets of 
approximately $997 million and it is anticipated that cash of $39.8 million 
and approximately 3.8 million common shares will be issued upon completion of 
these acquisitions.  These pending acquisitions, subject to approval by 
regulatory agencies, are expected to be completed during 1994 and are not 
significant to the financial statements of the corporation, either 
individually or in the aggregate.

                                       24
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.

Management's discussion and analysis should be read together with the 
financial statements submitted under Item 1 of Part I and with Norwest 
Corporation's 1993 Annual Report on Form 10-K, as amended by Amendment No. 1 
on Form 10-K/A dated May 13, 1994.

EARNINGS PERFORMANCE

The corporation reported net income of $202.0 million for the quarter ended 
June 30, 1994, a 19.6 percent increase over the $168.9 million earned in the 
second quarter of 1993.  Net income per common share was 61 cents, compared 
with 52 cents in the second quarter of 1993, an increase of 17.3 percent.  
Return on realized common equity was 21.7 percent and return on assets was 
1.48 percent for the second quarter of 1994, compared with 20.4 percent and 
1.37 percent, respectively, in the second quarter of 1993.

The 1993 results have been restated to include First United Bank Group, Inc. 
("First United"), acquired on January 14, 1994, in a pooling of interests 
transaction.  For a discussion of additional completed and pending 
acquisitions, see Note 9 to the unaudited consolidated financial statements 
for the second quarter 1994.


ORGANIZATIONAL EARNINGS*

The earnings of the corporation's major entities appear below for the quarters 
and six months ended June 30.

                                                 Quarter          Six Months 
In millions                                     1994    1993     1994    1993

Banking                                      $ 136.2    98.7    264.1   203.1
Mortgage banking                                11.5    23.0     22.3    33.5
Norwest Financial Services, Inc.
  and subsidiaries                              54.3    47.2    106.1    90.6
Net income                                   $ 202.0   168.9    392.5   327.2

* Earnings of the entities listed are impacted by intercompany revenues and
  expenses, such as interest on borrowings from the parent company, corporate
  service fees and allocation of federal income taxes.

Banking

The Banking Group reported second quarter 1994 earnings of $136.2 million, a 
38.0 percent increase over the second quarter 1993 earnings of $98.7 million.  
For the six months ended June 30, 1994, earnings increased 30.0 percent to 
$264.1 million compared with $203.1 million for the same period in 1993.  The 
increased earnings in the first six months of 1994 reflected an 11.8 percent 
growth in tax-equivalent net interest income to $916.7 million, due to a 9.7 
percent increase in average earning assets and a 10 basis point increase in 
net interest margin.  The Banking Group's provision for credit losses 
decreased $18.5 million to $7.8 million, compared with the same period in 
1993, reflecting continued decreases in non-performing assets and net credit 
losses.  Non-interest income decreased 6.0 percent to $443.7 million from the 
first half of 1993.  The Banking Group recorded securities losses of $5.0 
million in the six months ended June 30, 1994, compared with securities gains 
of $28.7 million in the same period last year.  Non-interest expenses of 
$961.0 million for the first half of 1994 were essentially flat compared with 
the first six months of 1993. 

                                       25
<PAGE>

Mortgage Banking

Mortgage banking operations earned $11.5 million for the second quarter of 
1994 and $22.3 million during the first six months of 1994 compared with 
$23.0 million earned in the second quarter of 1993 and $33.5 million in the 
first half of 1993, decreases of 49.9 percent and 33.4 percent, respectively.  
The 1993 earnings reflected a gain of $61.8 million realized on the sale of 
$2.9 billion of mortgage servicing rights in accordance with the terms of a 
long-term contract.  Mortgage originations were $6.7 billion in the second 
quarter of 1994, a decrease of 22.7 percent from the same period last year.  
For the first six months of 1994, mortgage originations were $13.9 billion, up 
1.5 percent over the first six months of 1993.  The mortgage servicing 
portfolio has increased $29.1 billion from the end of the second quarter of 
1993 and $13.7 billion from year-end 1993 and totaled $59.3 billion at June 
30, 1994. 


Norwest Financial Services, Inc. and subsidiaries ("Norwest Financial")

Norwest Financial reported earnings of $54.3 million in the second quarter of 
1994, compared with $47.2 million in the second quarter of 1993, an increase 
of 15.0 percent.  Norwest Financial's net income of $106.1 million for the 
first six months of 1994 was up 17.1 percent from the first six months of 
1993.  The growth in year-to-date earnings reflected a 13.5 percent increase 
in Norwest Financial's tax-equivalent net interest income as average finance 
receivables grew 12.9 percent from the first half of 1993 and net interest 
margin widened 4 basis points, reflecting lower funding costs.

CONSOLIDATED INCOME STATEMENT ANALYSIS

Net Interest Income

Consolidated tax-equivalent net interest income was $704.6 million in the 
second quarter of 1994, compared with $621.9 million in the second quarter of 
1993, an increase of 13.3 percent.  For the first six months of 1994, tax-
equivalent net interest income increased 9.8 percent from the same period in 
1993 to $1,361.8 million.  Growth in tax-equivalent net interest income over 
the second quarter of 1993 was a result of a 10.7 percent growth in average 
earning assets and an 11 basis point increase in net interest margin.  Net 
interest margin, the ratio of annualized tax-equivalent net interest income to 
average earning assets, was 5.65 percent in the second quarter of 1994, 
compared with 5.54 percent in the second quarter of 1993.  Net interest margin 
was 5.56 percent for the six months ended June 30, 1994, down slightly from 
5.58 percent for the first half of 1993.  The increase in net interest margin 
from the second quarter of 1993 is primarily due to a 16 basis point decline 
in funding costs, partially offset by slightly lower yields on earning assets.  
The following table summarizes changes in tax-equivalent net interest income 
between the quarters ended June 30 and March 31 and six months ended June 30.  

                                       26
<PAGE>

Changes in Tax-Equivalent Net Interest Income*



In millions                                         2Q 94     2Q 94    6 Mos. 94
                                                     over      over      over
                                                    2Q 93     1Q 94    6 Mos. 93
Increase (decrease) due to
  Change in earning asset volume ................  $ 69.4      26.5       126.8
  Change in volume of interest-free funds .......     5.4      (4.7)       20.2
  Change in net return from
   Interest-free funds ..........................    (3.1)      3.5        (9.5)
   Interest-bearing funds .......................   (14.3)     24.2       (63.4)
  Change in earning asset mix ...................    21.9         -        43.4
  Change in funding mix .........................     3.4      (2.1)        3.9
Change in tax-equivalent net interest income ....  $ 82.7      47.4       121.4



* Net interest income is presented on a tax-equivalent basis utilizing a
  federal incremental tax rate of 35% in the first and second quarters of 
  1994 and the six months ended June 30, 1994 and 34% for all prior periods. 


Trading Revenues

Interest income on a tax-equivalent basis derived from trading account 
securities was $7.8 million and $10.6 million for the three months ended June 
30, 1994 and 1993, respectively.  Year-to-date tax-equivalent interest income 
was $16.3 million for the first half of 1994 compared with $13.8 million for 
the comparable period of 1993.  Non-interest trading revenues were $(8.9) 
million and $(17.3) million for the three and six months ended June 30, 1994, 
respectively.  The comparable figures for 1993 were $10.3 million for the 
second quarter and $16.6 million for the first six months.  The trading 
revenues were derived from the following activities:


<TABLE>
<CAPTION>
                                            Three Months Ended June 30,                
In millions                          1994                              1993           
                                    Non-                              Non-
                       Interest     interest             Interest     interest         
                         Income     Income     Total       Income     Income     Total
<S>                     <C>             <C>     <C>          <C>          <C>     <C>
Securities:
  U.S. Treasury 
    and agencies        $  3.0             -     3.0          2.3            -     2.3
  State and 
    municipal              0.5             -     0.5          0.4            -     0.4
  Mortgage-backed          0.2             -     0.2          0.4            -     0.4
  Other                    0.3             -     0.3          0.3            -     0.3
                           4.0             -     4.0          3.4            -     3.4

Derivatives:
  Swaps and other 
    interest rate
    contracts              3.8          (9.1)   (5.3)         7.2          5.4    12.6 
  Options                    -           3.7     3.7            -            -       - 
  Debt instruments           -             -       -            -         (0.4)   (0.4)
  Futures                    -           0.3     0.3            -          0.1     0.1

Gains (losses) on 
  securities sold            -          (5.2)   (5.2)           -          4.1     4.1  
Foreign exchange 
  trading                    -           1.4     1.4            -          1.1     1.1
Total                   $  7.8          (8.9)   (1.1)        10.6         10.3    20.9

</TABLE>
                                       27
<PAGE>

<TABLE>
<CAPTION>
                                              Six Months Ended June 30,                
In millions                          1994                              1993           
                                    Non-                              Non-
                       Interest     interest             Interest     interest         
                         Income     Income     Total       Income     Income     Total
<S>                     <C>            <C>      <C>          <C>          <C>     <C>
Securities:
  U.S. Treasury 
    and agencies        $  6.9             -     6.9          4.4            -     4.4
  State and 
    municipal              1.0             -     1.0          1.0            -     1.0
  Mortgage-backed          0.8             -     0.8          0.6            -     0.6
  Other                    0.3             -     0.3          0.6            -     0.6
                           9.0             -     9.0          6.6            -     6.6

Derivatives:
  Swaps and other 
    interest rate
    contracts              7.3         (17.1)   (9.8)         7.2          9.5    16.7 
  Options                    -           6.6     6.6            -            -       - 
  Debt instruments           -             -       -            -          0.1     0.1 
  Futures                    -           1.4     1.4            -         (1.2)   (1.2)

Gains (losses) on 
  securities sold            -         (11.0)  (11.0)           -          6.1     6.1  
Foreign exchange 
  trading                    -           2.8     2.8            -          2.1     2.1
Total                   $ 16.3         (17.3)   (1.0)        13.8         16.6    30.4

</TABLE>



Provision for Credit Losses

The corporation provided $23.7 million for credit losses in the second quarter 
of 1994, compared with $39.4 million in the same period a year ago.  Net 
credit losses totaled $33.4 million and $45.2 million for the three months 
ended June 30, 1994 and 1993, respectively.  As a percent of average loans and 
leases, net credit losses were 0.45 percent in the second quarter of 1994, 
compared with 0.70 percent in the same period a year ago. 

For the first six months of 1994, the provision for credit losses totaled 
$60.0 million, compared with $77.5 million in the year-earlier period.  Net 
credit losses were $76.6 million, or 0.53 percent of average loans and leases, 
for the six months ended June 30, 1994, compared with $83.4 million, or 0.65 
percent, for the same period in 1993.  The decrease in the provision for 
credit losses reflects the continued reduction in net credit losses and non-
performing assets.  


Non-interest Income

Consolidated non-interest income of $386.9 million decreased 8.2 percent from 
$421.7 million in the second quarter of 1993 primarily due to investment 
securities losses of $43.5 million recorded during the second quarter of 1994, 
providing an opportunity to reinvest at higher yields, and a reduction in net 
gains on sales of servicing rights of $32.9 million.  For the first six months 
of 1994, non-interest income was up $50.2 million, an increase of 6.5 percent 
over 1993.  This increase was primarily due to increased mortgage banking 
revenues, insurance fees and deposit service charges.  Excluding gains 
(losses) on investment/mortgage-backed securities and investment/mortgage-
backed securities available for sale and venture capital gains, non-interest 
income increased 5.3 percent from the second quarter of 1993 and 10.9 percent 
from the first six months of 1993.  

                                       28
<PAGE>

Mortgage banking revenues were $145.3 million for the second quarter of 1994, 
an increase of 13.2 percent over the same period in 1993.  For the six months 
ended June 30, 1994, mortgage banking revenues were $280.7 million compared 
with $209.9 million for the first half of 1993, an increase of 33.7 percent.  
The growth in mortgage banking revenues reflects the continued growth in 
mortgage loan fundings and the servicing portfolio.  See Note 9 to the 
unaudited consolidated financial statements for the second quarter of 1994 for 
a detailed analysis of mortgage banking revenues for the three and six months 
ended June 30, 1994 and 1993. 

Credit card fees were lower for both the quarter and the six months ended June 
30, 1994, compared with the same periods in the preceding year.  The decrease 
is attributable to the repurchase of $858 million of credit card receivables 
from the securitized credit card receivable trusts during 1993 and 1994.  The 
repurchase program was completed during the second quarter of 1994.  Revenues 
on securitized credit card receivables are recorded in non-interest income 
rather than net interest income.  

Net venture capital gains were $15.0 million for the three months and $35.2 
million for the six months ended June 30, 1994, compared with $20.9 million 
and $26.6 million, respectively, for the same periods in 1993.  Sales of 
venture capital securities generally relate to timing of holdings becoming 
publicly traded and prevailing subsequent market conditions.  Therefore, 
venture capital gains are unpredictable in nature.  Net unrealized 
appreciation in the venture capital investment portfolio was $81.5 million at 
June 30, 1994. 


Non-interest Expenses

Consolidated non-interest expenses of $759.0 million increased 0.5 percent 
over the second quarter of 1993.  For the six months ended June 30, 1994, non-
interest expenses were up $88.7 million to $1,528.1 million, an increase of 
6.2 percent over 1993.  The quarterly and year-to-date results reflected 
higher salaries and benefits costs at Norwest Mortgage to support origination 
and servicing growth and in the Banking Group due to acquisitions.  Offsetting 
the increases in salaries and benefits were decreases in other non-interest 
expenses of $68.2 million for the three months and $93.1 million for the six 
months ended June 30, 1994, compared with the same periods of the prior year.  
These decreases principally reflect one-time special charges recorded in 1993 
for changes in amortization methods of certain intangibles and write-downs of 
excess facilities and other assets. 

                                       29
<PAGE>

CONSOLIDATED BALANCE SHEET ANALYSIS

Earning Assets

At June 30, 1994, earning assets were $50.8 billion, an increase of 1.7 
percent from $50.0 billion at December 31, 1993.  This increase was primarily 
due to a 16.4 percent increase in total investment securities and a 4.9 
percent increase in net loans, partially offset by a 36.8 percent decrease in 
mortgages held for sale. 

Average earning assets were $49.7 billion in the second quarter of 1994, an 
increase of 10.7 percent compared with the second quarter of 1993.  This 
increase is due to a 14.9 percent increase in average loans and leases and a 
8.8 percent increase in total investment securities. 

Average earnings assets for the six months ended June 30, 1994 were $49.0 
billion, 10.3 percent higher than the year-earlier period.  Average loans and 
leases increased 14.2 percent to $29.4 billion.  Average deposits for the 
first half of 1994 were $35.5 billion, compared to $31.0 billion for the same 
period in 1993, an increase of 14.5 percent.  


Credit Quality

Loans and leases as of the end of each of the last five quarters were as 
follows:

In millions                         1994                   1993            
                                Second   First   Fourth    Third   Second   
                                Quarter Quarter  Quarter  Quarter  Quarter 

Commercial, financial and 
  industrial ................   $ 6,952   6,984    6,686    6,631    6,454  
Agricultural ................       959     869      938      836      820  
Real estate
   Secured by 1-4 family
    residential properties ..     8,521   8,256    8,321    8,483    7,941  
   Secured by development
    properties ..............     1,767   1,686    1,641    1,596    1,516  
   Secured by construction 
    and land development ....       596     590      566      540      458  
   Secured by owner-
    occupied properties .....     1,632   1,755    1,777    1,731    1,642  
Consumer ....................     7,157   6,769    6,560    6,242    5,931  
Credit card and check credit      2,429   2,227    2,046    1,623    1,340  
Lease financing .............       670     672      698      677      645  
Foreign .....................       571     539      549      542      532  
    Total loans and leases ..    31,254  30,347   29,782   28,901   27,279  
    Unearned discount .......    (1,081) (1,060)  (1,021)  (1,014)  (1,007) 
      Total loans and leases,
       net of unearned 
       discount .............   $30,173  29,287   28,761   27,887   26,272  


                                       30
<PAGE>

At June 30, 1994, the allowance for credit losses totaled $790.4 million, or 
2.62 percent of loans and leases outstanding.  Comparable amounts were $773.0 
million, or 2.94 percent, at June 30, 1993, and $789.2 million, or 2.74 
percent, at December 31, 1993.  The ratio of the allowance for credit losses 
to the total non-performing assets and 90-day past due loans and leases was 
293.9 percent at June 30, 1994, compared with 190.9 percent at June 30, 1993 
and 246.8 percent at December 31, 1993.

Non-performing assets and 90-day past due loans totaled $268.9 million, or 
0.48 percent of total assets, at June 30, 1994, compared with $405.0 million, 
or 0.79 percent, at June 30, 1993, and $319.8 million, or 0.59 percent, at 
December 31, 1993.  The decrease from June 30, 1993, reflects a $55.6 million 
decrease in commercial non-accrual loans, a $23.8 million decrease in real 
estate non-accrual loans, and a $48.0 million decrease in other real estate 
owned.  The decrease from December 31, 1993, included an $18.5 million 
decrease in commercial non-accrual loans, a $12.7 million decrease in real 
estate non-accrual loans, a $6.5 million decrease in construction and 
development non-accrual loans, a $14.5 million decrease in other non-accrual 
loans, an $8.3 million decrease in restructured loans and an $8.0 million 
decrease in other real estate owned, partially offset by a $17.5 million 
increase in 90-day past due loans.

The corporation manages exposure to credit risk through loan portfolio 
diversification by customer, product, industry and geography.  As a result, 
there is no undue concentration in any single sector. 

The corporation's banking group operates in 15 states, largely in the Midwest 
and Rocky Mountain regions of the country.  In general, the economy in both of 
these regions is noticeably stronger than last fall.  Midwestern employment 
growth is accelerating with respect to construction and manufacturing.  Though 
agricultural conditions vary considerably throughout the Midwest, farmland 
prices have shown considerable strength and substantial disaster payments are 
mitigating the effects of last year's poor crops.  The economy of the Rocky 
Mountain region remains the strongest in the nation.  In some Rocky Mountain 
states, job growth is double the national average.  

Norwest Card Services, Norwest Mortgage and Norwest Financial operate on a 
nationwide basis.  With respect to Norwest Card Services, 44 percent of the 
credit card portfolio is within the 15-state Norwest banking region.  
Approximately 61 percent of the portfolio is accounted for by the states of 
Massachusetts, Minnesota, Iowa, New York, Connecticut, Colorado, California, 
Illinois, Nebraska and Oklahoma.  No one state accounts for more than 10 
percent of the total credit card portfolio.

                                       31
<PAGE>

Norwest Mortgage operates in all 50 states, representing the largest retail 
mortgage network in the country.  Norwest Financial engages in consumer 
finance activities in 46 states and all 10 Canadian provinces.  The general 
strength of the consumer sector of the national economy and the extent of the 
geographical diversification exercised by Norwest Mortgage and Norwest 
Financial help to mitigate the credit risk in the related loan portfolios. 


Interest-bearing Liabilities

At June 30, 1994, interest-bearing liabilities totaled $41.8 billion, a 5.1 
percent increase from $39.8 million at December 31, 1993.  The increase is 
primarily due to increases in short-term borrowings and long-term debt.

Average interest-bearing liabilities were $40.9 billion during the second 
quarter of 1994, up 9.6 percent from the second quarter of 1993.  The increase 
is due to an 11.9 percent increase in average interest-bearing deposits and a 
26.8 percent increase in average long-term debt, partially offset by a 10.2 
percent decrease in average short-term borrowings. 

The corporation's senior debt is currently rated AA+ by Thomson BankWatch, AA 
by Fitch Investors Services, Inc. and Duff & Phelps, AA- by Standard & Poor's 
and Aa3 by Moody's.  The corporation's commercial paper/short-term debt is 
currently rated TBW-1 by Thomson BankWatch, P1 by Moody's, A1+ by Standard & 
Poor's, Duff 1+ by Duff & Phelps and F-1+ by Fitch Investors Services, Inc.  
Norwest Financial's senior debt is currently rated AA+ by Thomson BankWatch 
and Fitch Investors Services, Inc., AA by Duff & Phelps, AA- by Standard & 
Poor's and Aa3 by Moody's.


Capital Ratios

The corporation's Tier 1 capital ratio was 10.00 percent at June 30, 1994, and 
its total capital to risk-based assets ratio was 12.40 percent, compared with 
9.71 percent and 12.39 percent, respectively, at December 31, 1993.  The 
corporation's leverage ratio was 6.85 percent at June 30, 1994, compared with 
6.46 percent at December 31, 1993.  These ratios compare favorably to the 
regulatory minimums of 4.0 percent for Tier 1, 8.0 percent for total capital 
to risk-based assets, and 3.0 percent for leverage ratio.  The corporation's 
dividend payout was 30.3 percent for the second quarter of 1994 compared with 
31.7 percent for the second quarter of 1993.  During the first and second 
quarters of 1994, the corporation paid a quarterly dividend of 18.5 cents per 
common share, up 2 cents per common share from the from the fourth quarter 
1993.

                                       32
<PAGE>



Consolidated average balance sheets and related tax-equivalent yields and
rates for the quarters ended June 30, 1994 and 1993 are as follows:

<TABLE>
<CAPTION>

In millions                              1994                       1993            
                                       Interest  Average           Interest  Average
                              Average  Income/   Yields/  Average  Income/   Yields/
                              Balance  Expense*  Rates*   Balance  Expense*  Rates*
<S>                           <C>      <C>       <C>      <C>        <C>      <C>
Assets
Money market investments      $   562  $    6.9   5.01%   $   482    $  3.5    2.89%
Trading account securities        267       7.8  11.66        250      10.6   17.09
Investment securities           1,210      24.5   8.07      1,918      36.0    7.52
Mortgage-backed securities          -         -      -        191       2.5    5.28
Investment securities
 available for sale             2,140      28.5   5.54      1,620      29.6    7.32
Mortgage-backed securities
 available for sale            10,298     174.5   6.60      8,813     149.1    6.76
    Total investment 
      securities               13,648     227.5   6.57     12,542     217.2    6.93
Student loans available
 for sale                       1,557      26.1   6.73      1,276      23.1    7.27
Mortgages held for sale         3,873      64.6   6.67      4,421      76.0    6.87
Loans and leases               29,820     748.2  10.05     25,951     648.5   10.01
  Total earning assets         49,727   1,081.1   8.67     44,922     978.9    8.72
Allowance for credit losses      (805)                       (788)
Cash and due from banks         2,949                       2,716  
Other assets                    2,860                       2,517  
  Total assets                $54,731                     $49,367


Liabilities and Stockholders' Equity
Non interest-bearing 
 deposits                     $ 8,515                     $ 7,203
Interest-bearing
 deposits                      27,019     208.3   3.09     24,143     208.7    3.47
Short-term borrowings           6,827      68.6   4.03      7,604      60.8    3.21
Long-term debt                  7,096      99.6   5.62      5,597      87.5    6.26
  Total interest-bearing 
   liabilities                 40,942     376.5   3.69     37,344     357.0    3.83
Other liabilities               1,437                       1,265
Stockholders' equity            3,837                       3,555
  Total liabilities and
   stockholders' equity       $54,731                     $49,367

Net interest income 
 tax-equivalent basis                  $  704.6                      $621.9 
Yield spread                                      4.98                         4.89
Net interest income to
 earning assets                                   5.65                         5.54 
Interest-bearing
 liabilities to
 earning assets                                  82.33                        83.13

</TABLE>

* Interest income and yields are calculated on a tax-equivalent basis
  utilizing a federal incremental tax rate of 35% and 34% in 1994 and 1993,
  respectively.  Non-accrual loans and the related negative income effect have
  been included in the calculation of yields.

                                        33
<PAGE>

Consolidated average balance sheets and related tax-equivalent yields and rates
for the six months ended June 30, 1994 and 1993 are as follows:

<TABLE>
<CAPTION>

In millions                              1994                       1993            
                                       Interest  Average           Interest  Average
                              Average  Income/   Yields/  Average  Income/   Yields/
                              Balance  Expense*  Rates*   Balance  Expense*  Rates*
<S>                           <C>      <C>        <C>     <C>      <C>         <C>
Assets
Money market investments      $   531  $   12.3   4.67%   $   542  $    8.1    3.01%
Trading account securities        319      16.3  10.33        233      13.8   11.98
Investment securities           1,096      46.6   8.50      1,938      72.6    7.49
Mortgage-backed securities          -         -      -        160       4.3    5.33
Investment securities
 available for sale             2,358      61.6   5.46      1,575      59.3    7.54
Mortgage-backed securities
 available for sale             9,572     312.0   6.48      8,975     313.7    6.99
    Total investment 
      securities               13,026     420.2   6.48     12,648     449.9    7.11
Student loans available
 for sale                       1,537      50.2   6.59      1,256      43.7    7.01
Mortgages held for sale         4,245     132.7   6.25      4,037     143.4    7.11
Loans and leases               29,363   1,449.5   9.91     25,714   1,295.7   10.11
  Total earning assets         49,021   2,081.2   8.52     44,430   1,954.6    8.82
Allowance for credit losses      (807)                       (786)
Cash and due from banks         2,967                       2,685  
Other assets                    2,801                       2,547  
  Total assets           	$53,982                     $48,876


Liabilities and Stockholders' Equity
Non interest-bearing 
 deposits        			$ 8,649                     $ 6,992
Interest-bearing
 deposits                      26,895     413.4   3.10     24,057     418.0    3.50
Short-term borrowings           6,139     113.6   3.73      7,755     126.6    3.29
Long-term debt                  6,866     192.4   5.61      5,344     169.6    6.35
  Total interest-bearing 
   liabilities                 39,900     719.4   3.63     37,156     714.2    3.87
Other liabilities               1,546                       1,229
Stockholders' equity            3,887                       3,499
  Total liabilities and
   stockholders' equity       $53,982                     $48,876

Net interest income 
 tax-equivalent basis                  $1,361.8                    $1,240.4 
Yield spread                                      4.89                         4.95
Net interest income to
 earning assets                                   5.56                         5.58 
Interest-bearing
 liabilities to
 earning assets                                  81.39                        83.63

</TABLE>

* Interest income and yields are calculated on a tax-equivalent basis
  utilizing a federal incremental tax rate of 35% and 34% in 1994 and 1993,
  respectively.  Non-accrual loans and the related negative income effect have
  been included in the calculation of yields.

                                       34
<PAGE>


                     PART II.  OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders.

The annual meeting of stockholders of the corporation was held on April 26, 
1994.  There were 310,965,468 shares of common stock outstanding and entitled 
to vote at said meeting; and a total 270,028,969 shares (86.8%) were present 
at the meeting in person or by proxy.  The stockholders voted to approve the 
corporation's Performance-Based Compensation Policy for Covered Executive 
Officers (243,282,092 for, 24,156,494 against, and 2,590,383 abstained), the 
Employee's Deferred Compensation Plan (247,752,056 for, 20,290,781 against, 
and 1,986,132 abstained), an amendment to the corporation's Directors' Formula 
Stock Award Plan to increase the annual award to non-employee directors 
(235,871,993 for, 31,013,526 against, and 3,143,450 abstained), and ratified 
the appointment of KPMG Peat Marwick to audit the books of the corporation and 
subsidiaries for the year ending December 31, 1994 (267,693,292 for, 823,558 
against, and 1,512,119 abstained). 

In addition, 17 nominees were elected directors of the corporation, as 
follows: 

                                           Shares FOR         Shares WITHHELD

David A. Christensen                      268,684,377               1,344,592
Gerald J. Ford                            268,560,380               1,468,589
Pierson M. Grieve                         268,767,325               1,261,644
Charles M. Harper                         268,586,139               1,442,830
N. Berne Hart                             267,684,395               2,344,574
William A. Hodder                         268,670,016               1,358,953
George C. Howe                            268,638,646               1,390,323
Lloyd P. Johnson                          268,795,494               1,233,475
Reatha Clark King                         268,563,757               1,465,212
Richard M. Kovacevich                     268,774,011               1,254,958
Richard S. Levitt                         268,759,588               1,269,381
Richard D. McCormick                      259,381,835              10,647,134
Cynthia H. Milligan                       268,114,103               1,914,866
John E. Pearson                           268,603,181               1,425,788
Ian M. Rolland                            268,619,841               1,409,128
Stephen E. Watson                         268,666,943               1,362,026
Michael W. Wright                         268,671,942               1,357,027

There were no broker non-votes.

                                       35
<PAGE>


Item 6.  Exhibits and Reports on Form 8-K.

(a)  Exhibits.
     The following exhibits are filed in response to Item 601 of Regulation
     S-K.

     Exhibit
     No.                      Exhibit                                  Page

     4.      Copies of instruments with respect to long-term debt
              will be furnished to the Commission upon request. 
     10(a).  Performance-Based Compensation Policy for Covered 
              Executive Officers ......................................  38
     10(b).  Employees' Deferred Compensation Plan ....................  41
     10(c).  Directors' Formula Stock Award Plan as Amended ...........  47
     11.     Computation of Earnings Per Share ........................  51
     12(a).  Computation of Ratio of Earnings to Fixed Charges ........  53
     12(b).  Computation of Ratio of Earnings to Fixed Charges
              and Preferred Stock Dividends ...........................  54

(b)  Reports on Form 8-K.

     No reports on Form 8-K were filed during the quarter ended June 30, 1994.


                                       36
<PAGE>




                                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.

                                           NORWEST CORPORATION


August 15, 1994                            By /s/ Michael A. Graf        
                                           Senior Vice President
                                           and Controller
                                           (Chief Accounting Officer)

                                       37
<PAGE> 


                                                 Exhibit 10(a).

                      NORWEST CORPORATION

       Performance-Based Compensation Policy for Covered
                      Executive Officers

  1.  Purpose.  The purpose of the "Norwest Corporation 
Performance-Based Compensation Policy for Covered Executive 
Officers" (the "Policy") is to establish one or more 
performance goals for payment of incentive compensation other 
than stock options and the maximum amount of such incentive 
compensation that may be paid to certain executive officers.  
It is the Committee's intention that incentive compensation 
awarded to each Covered Executive Officer (as defined below) 
pursuant to the Policy for the taxable year commencing January 
1, 1994 and each taxable year thereafter be deductible by the 
Corporation for federal income tax purposes in accordance with 
Section 162(m) of the Internal Revenue Code of 1986, as amended 
(the "Code"), and the Proposed Regulations published December 
20, 1993 relating thereto (the "Proposed Regulations").

  2.  Covered Executive Officers.  This Policy shall apply to 
any individual (a "Covered Executive Officer") who, on the last 
day of a taxable year, commencing with the taxable year 
beginning January 1, 1994, is (a) the chief executive officer 
of the Corporation or is acting in such capacity, or (b) is 
among the four highest compensated executive officers (other 
than the chief executive officer) of the Corporation.  Whether 
an individual is the chief executive officer or among the four 
highest compensated executive officers shall be determined 
pursuant to the executive compensation disclosure rules under 
the Securities Exchange Act of 1934.

  3.  Incentive Compensation Award/Establishment of Performance 
Goals.  An incentive compensation award to a Covered Executive 
Officer pursuant to this Policy may be paid in the form of 
cash, stock, or restricted stock, or any combination thereof.  
Payment of an incentive compensation award to a Covered 
Executive Officer under this Policy will be contingent upon the 
attainment of the performance goal or goals for the Performance 
Period established for such Covered Executive Officer by the 
Committee as provided herein.  The Committee shall retain the 
discretion to reduce the incentive compensation award payable 
to a Covered Executive Officer, notwithstanding attainment of 
any performance goal.

  The Committee shall establish in writing one or more 
performance goals to be attained (which perfomance goals may be 
stated as alternative performance goals) for a Performance 
Period for each Covered Executive Officer on or before the 
latest date permitted under Section 162(m) of the Code, the 
Proposed Regulations or in any other regulations promulgated 
thereunder or in rulings or advisory opinions published by the 
Internal Revenue Service (the "IRS").  Performance goals may be 
based on any one or more of the following business criteria (as 
defined in paragraph 4 below) as the Committee may select:

                  *  Earnings Per Share
                  *  Business Unit Net Earnings

                                       38
<PAGE>

                  *  Return on Common Equity.  

  The maximum amount of an incentive compensation award for any 
Performance Period to any Covered Executive Officer shall be a 
dollar amount not to exceed four tenths of one percent (.4%) of 
the Corporation's Net Income (as defined below).

  4.  Definitions.  For purposes of this Policy and for 
determining whether a particular performance goal is attained, 
the following terms shall have the meanings given them below:  

      (a)  The term "Business Unit Net Earnings" shall mean the 
net earnings of the business unit of the Corporation 
managed by a Covered Executive Officer, as determined in 
accordance with generally accepted accounting principles, 
adjusted in accordance with the Corporation's management 
accounting practices and conventions in effect at the 
beginning of the Performance Period, and as further 
adjusted in the same manner as provided below for Net 
Income.

      (b)  The term "Earnings Per Share" shall mean the 
Corporation's primary earnings per share as reported in the 
Corporation's consolidated financial statements for the 
Performance Period, adjusted in the same manner as provided 
below for Net Income.

      (c)  The term "Net Income" shall mean the Corporation's 
net income for the applicable Performance Period as 
reported in the Corporation's consolidated financial 
statements, adjusted to eliminate the effect of (1) 
restatements of prior years' financial results relating to 
an acquisition accounted for as a pooling of interests; (2) 
losses resulting from discontinued operations; (3) 
extraordinary gains or losses;  (4) the cumulative effect 
of changes in generally accepted accounting principles; and 
(5) any other unusual, non-recurring gain or loss which is 
separately identified and quantified in the Corporation's 
financial statements.

      (d)  The term "Performance Period" shall mean a calendar 
year, commencing January 1 and ending December 31.

      (e)  The term "Return on Common Equity" shall mean the 
Net Income of the Corporation on an annualized basis less 
dividends paid on outstanding preferred stock, divided by 
the Corporation's average total common equity for the 
Performance Period.

  5.  Applicability of Certain Provisions of the 1985 Long-Term 
Incentive Compensation Plan and the Employees' Deferred 
Compensation Plan to Incentive Compensation Awards.  An 
incentive compensation award paid in stock or restricted stock 
pursuant to this policy shall be governed by the provisions 
(other than provisions with respect to the computation of such 
award) of the Corporation's 1985 Long-Term Incentive 
Compensation Plan.  Deferral of an incentive compensation award 
paid in cash under this Policy shall be made pursuant to the 
provisions of the Corporation's Employees' Deferred 
Compensation Plan.

                                       39
<PAGE>

  6.  Effective Date; Amendment and Termination.  This Policy 
shall be effective as of January 1, 1994; provided, however, 
that no incentive compensation award shall be paid pursuant to 
this Policy unless this Policy has been approved by the 
stockholders of the Corporation.  The Committee may at any time 
terminate, suspend, amend or modify this Policy except that 
stockholder approval shall be required for any amendment or 
modification to this Policy that, in the opinion of counsel, 
would be required by Section 162(m) of the Code, the Proposed 
Regulations, or any other regulations promulgated under the 
Code, or rulings or advisory opinions published by the IRS.  


                                       40
<PAGE>


                                               Exhibit 10(b).

                        NORWEST CORPORATION

              EMPLOYEES' DEFERRED COMPENSATION PLAN

  1.  Eligibility.  Each full-time employee of Norwest 
Corporation (the "Corporation") or any of its subsidiaries who 
has target total compensation of $80,000 or more  
("Compensation") and who has also been selected for 
participation in this Plan by the Human Resources Committee of 
the Board of Directors or such officers of the Corporation to 
which said Committee has delegated its authority ("Eligible 
Employee") shall be eligible to participate in the Employees' 
Deferred Compensation Plan (the "Plan").

  2.  Deferral of Compensation.  An Eligible Employee may 
elect to defer all or a portion of his or her Compensation, 
subject, however, to a minimum deferral per pay period of 
$100, that he or she may earn from the Corporation or its 
subsidiaries during the calendar year (the "Deferral Year") 
following the year in which the Deferral Election (as defined 
in Section 3(a)) is made; provided however, that any other 
payroll deductions elected by the Eligible Employee (such as 
payments for welfare or retirement benefits or insurance), 
including FICA taxes, shall be made before any deferrals are 
made under this Plan.  Such election shall be made pursuant to 
Section 3.

  3.  Election to Participate and Defer Compensation.

      a)  Participation.  An Eligible Employee becomes a 
participant in the Plan by filing not later than December 15 
of the year preceding the Deferral Year an irrevocable 
election (the "Deferral Election") with the Plan Administrator 
(as defined in Section 10) on a form provided for that 
purpose.  An Eligible Employee who has made a Deferral 
Election under this Section for any year and has a Deferral 
Account (as defined in Section 4) is deemed a "Participant."  
The Deferral Election shall be effective only for the Deferral 
Year specified.  A new Deferral Election must be filed for 
each Deferral Year.  

      b)  Deferral Election.  The Deferral Election shall 
consist of two parts: 1) the deferral of incentive pay which 
is earned throughout the year and paid after the end of the 
year, and 2) the deferral of base pay or incentives, which are 
paid on a periodic basis during the year.  The employee shall 
specify in the Deferral Election a) an amount to be deferred, 
expressed either as a percentage or a dollar amount of 
Compensation otherwise payable in cash to the employee; b) an 
earnings option as described in Section 4; c) one of the 
payment options described in Section 6; and d) the event which 
triggers payment or the year in which amounts deferred shall 
be paid in a lump sum or in which installment payments shall 
commence pursuant to Section 6.

      c)  Initial Deferral Election or Initial Eligibility.  
The initial Deferral Elections by Participants will be made 
within thirty days of the effective date of the Plan for 
compensation to be earned subsequent to the Deferral Election.  

                                       41
<PAGE>

A new Eligible Employee must make a Deferral Election within 
thirty days of the date the employee becomes eligible to 
participate in the Plan to defer compensation earned in the 
current year.

      d)  Early Withdrawal.  A Participant who wishes to 
receive payment of all of his or her deferred Compensation on 
a date earlier than that specified in the Deferral Election 
may do so by filing a request for such early withdrawal with 
the Corporation, whereupon the balance of the Deferral 
Account, reduced by 10%, shall be paid to the Participant.  
Further, the Participant will be ineligible to defer any 
further Compensation in the current Deferral Year and for the 
two subsequent Deferral Years.

  4.   Deferral Account

      a) Earnings Options.  The earnings options available for 
selection in the Deferral Election are as follows:

           i) Norwest Corporation common stock option ("Common 
Stock Option").

         ii) Norwest Bank Minnesota, N.A. one-year 
certificate of deposit option ("CD Option").

        iii) A selection of registered investment companies 
chosen by the Employee Benefit Review Committee of the 
Corporation ("Fund Option").

A Participant may choose to allocate amounts credited to his 
or her account under the Plan (the "Deferral Account") among 
the earnings options in increments of five (5) percent.  The 
alloca tion of earnings options must be made by the 
Participant in advance of each Deferral Year and, once made, 
cannot be changed for the deferred Compensation.  If the 
Participant makes no earnings option election, the Participant 
will be deemed to have selected the Common Stock Option for 
that Deferral Year.

      b) Periodic Credits. On each pay day on which the 
deferred Compensation would otherwise be paid to a 
Participant, the Participant shall receive a credit to his or 
her Deferral Account.  The amount of each credit shall be 
equal to the amount the Participant elected to defer in the 
Deferral Election, and each credit shall be accounted for 
based on the earnings options selected by the Participant in 
the Deferral Election.  In the case of the Common Stock 
Option, the credit shall be a number of shares of Norwest 
common stock ("Common Stock") determined in accordance with 
paragraph 5(b) below.

      c) Adjustments. That portion of a Participant's Deferral 
Account which is accounted for under each earnings option 
shall be further adjusted by an amount determined in 
accordance with the respective earnings option as follows:

        i) CD Option.  Adjustments under the CD Option shall 
be made monthly as of the last day of each month.  The amount 
of the adjustment for the CD Option shall be calculated by 
multiplying the Participant's average balance in the CD Option 
for the month by an earnings factor based on the interest rate 
for a Norwest Bank Minnesota, N.A. one-year certificate of 
deposit as determined from time to time by the Plan 
Administrator.

                                       42
<PAGE>

       ii) Fund Option. Adjustments under any Fund Option 
shall be made monthly as of the last day of each month.  The 
amount of the adjustment for a Fund Option shall be calculated 
by multiplying the Participant's average balance in the Fund 
Option for the month by an adjustment factor based on the 
reported positive or negative performance for the month of the 
registered investment company assets relating to the Fund 
Option selected.

      iii) Common Stock Option.  Adjustments under the Common 
Stock Option shall be made each time a dividend is paid on 
Common Stock in accordance with paragraph 5(c) below.

  5.   Common Stock Option

      a) Accounting.  All periodic credits and all adjustments 
to a Participant's Deferral Account under the Common Stock 
Option shall be credited in shares of Common Stock. Shares of 
Common Stock shall be rounded to the nearest one-hundredth of 
a share.

      b) Determination of Number of Shares.   The number of 
shares of Common Stock credited to a Participant's Deferral 
Account under the Common Stock Option shall be determined by 
dividing the amount of each periodic credit by the average of 
the high and low prices per share of Common Stock reported on 
the consolidated tape of the New York Stock Exchange on the 
last day of each month (or, if the New York Stock Exchange is 
closed on that date, on the next preceding date on which it 
was open). 

      c) Adjustments Based on Dividends.  Adjustments under 
the Common Stock Option shall be made each time a dividend is 
paid on Common Stock.   The number of shares credited to a 
Participant's Deferral Account for such adjustments shall be 
determined by multiplying the dividend amount per share by the 
number of shares credited to the Participant's Deferral 
Account as of the record date for the dividend and dividing 
the product by the average of the high and low prices per 
share of Common Stock reported on the consolidated tape of the 
New York Stock Exchange on the dividend payment date (or, if 
the New York Stock Exchange is closed on that date, on the 
next preceding date on which it was open).  

      d)  Number of Shares Issuable under the Plan.  Subject 
to adjustment as provided in Section 5(e), the maximum number 
of shares of Common Stock that may be credited under the Plan 
is 500,000.

      e)  Adjustments for Certain Changes in Capitalization.  
If the Corporation shall at any time increase or decrease the 
number of its outstanding shares of Common Stock or change in 
any way the rights and privileges of such shares by means of 
the payment of a stock dividend or any other distribution upon 
such shares payable in Common Stock, or through a stock split, 
subdivision, consolidation, combination, reclassification, or 
recapitalization involving the Common Stock, then the numbers, 
rights, and privileges of the shares issuable under the Plan 
shall be increased, decreased, or changed in like manner as if 
such shares had been issued and outstanding, fully paid, and 
nonassessable at the time of such occurrence.

      f)  Availability.  The Common Stock Option shall be 
available only to those Participants who are not subject to 
the provisions of Section 16 of the Securities Exchange Act of 
1934 and rules promulgated by the Securities and Exchange 
Commission thereunder ("Insiders") until such time as this 
Plan has been approved by a vote of the stockholders of the 

                                       43
<PAGE>

Corporation.  After such approval, the Common Stock Option 
shall be available to Insiders on the same basis as it is to 
other Participants.

  6.  Distributions.  Payment of Deferral Accounts shall be 
made pursuant to the Participant's Deferral Election, subject 
to the following:

      a)  Upon Retirement or Disability.  A Participant may 
designate in the Deferral Election distribution of the 
Deferral Account in either a lump sum or annual installments 
for a period of years not to exceed ten if the Participant 
elects distribution to be made following his or her disability 
as described in the Norwest Corporation Long Term Disability 
Plan or after his or her regular retirement date or early 
retirement as defined in Sec. 6.1 or 6.2 of the Norwest 
Corporation Pension Plan.

      b)  Upon death.  If a Participant dies before receiving 
all payments to which he or she is entitled under the Plan, 
payment of the balance in the Deferral Account shall be made 
as designated in the Deferral Election in a lump sum on 
February 28 (or the next preceding business day if February 28 
is not a business day) of the year following the date of death 
or 60 days following the date of death to such Participant's 
estate or, if the Participant has designated a beneficiary in 
writing and the written designation has been delivered to and 
accepted by the Plan Administrator prior to the Participant's 
death, to such beneficiary.

      c)  Upon other termination of employment.  
Notwithstanding any Deferral Election to the contrary, if a 
Participant terminates employment with the Corporation prior 
to regular or early retirement as defined in Section 6.1 or 
6.2 of the Norwest Corporation Pension Plan or disability as 
described in the Norwest Corporation Long-Term Disability 
Plan, the Deferral Account will be paid to the Participant in 
a lump sum.

      d)  Form of distributions.  All distributions shall be 
payable as follows: 

         i) in cash for all Deferral Accounts for which the 
Participant elected an earnings option other than the Common 
Stock Option; or 

        ii) if the Participant elected the Common Stock 
Option, in cash, or in whole shares of Common Stock (together 
with cash in lieu of a fractional share), or in a combination 
thereof, as the Participant shall elect prior to payment.  If 
no election is made, distribution shall be made in whole 
shares of Common Stock (together with cash in lieu of a 
fractional share).

  e)  Valuation of Deferral Accounts for distribution.

     i)  Amounts paid on any February 28 (or the next 
preceding business day if February 28 is not a business day) 
shall be determined based on the Participant's Deferral 
Account balance and/or on the price of Common Stock determined 
pursuant to Section 5 as of the preceding December 31 (or the 
next preceding business day if December 31 is not a business 
day).  Amounts paid as of any other date on which a 
distribution is made shall be determined based on the 
Participant's Deferral Account balance and/or on the price of 

                                       44
<PAGE>

Common Stock determined pursuant to Section 5 as of the end of 
the month in which the event which triggers distribution 
occurs.

    ii)  The amount of each installment payment shall be a 
fraction of the value of the Participant's Deferral Account 
as of the December 31 preceding the date of the installment 
payment (or the next preceding business day if December 31 is 
not a business day), the numerator of which is one and the 
denominator of which is the total number of installments 
elected (not to exceed ten) minus the number of installments 
previously paid.  The balance remaining in the Deferral 
Account shall continue to be adjusted based on the earnings 
options selected by the Participant in the Deferral Election 
until the Deferral Account is paid out in full.  All 
installment payments will be made by pro rata withdrawals 
from each earnings option elected by the Participant.

  f)  Timing of distributions.

      i) All lump sum distributions shall be made as 
designated in the Deferral Election on either February 28 (or 
the next preceding business day if February 28 is not a 
business day) of the year designated in the Deferral Election 
or on the date 60 days following the occurrence of the event 
which triggers distribution.

     ii) All annual installment distributions shall be made on 
February 28 (or the next preceding business day if February 28 
is not a business day), commencing on February 28 of the 
calendar year following disability or retirement.

  7.  Nonassignability.  No right to receive cash payments 
under the Plan nor any shares of Common Stock credited to a 
Participant's Deferral Account shall be assignable or 
transferable by a Participant other than by will or the laws 
of descent and distribution or pursuant to a qualified 
domestic relations order as defined by the Internal Revenue 
Code of 1986, as amended ("Internal Revenue Code"), Title I of 
the Employee Retirement Income Security Act of 1974, as 
amended ("ERISA"), or rules thereunder.  The designation of a 
beneficiary by a Participant does not constitute a transfer.

  8.  Withholding of Taxes.  Distributions under this Plan 
shall be subject to the deduction of the amount of any 
federal, state, or local income taxes, Social Security tax, 
Medicare tax, or other taxes required to be withheld from such 
payments by applicable laws and regulations.

  9.  Unsecured Obligation.  Benefits payable under this Plan 
shall be an unsecured obligation of the Corporation.

  10.  Administration.  The Plan shall be administered by the 
Human Resources Committee of the Corporation's Board of 
Directors (the "Plan Administrator") or its delegate, which 
shall have the authority to interpret the Plan, to adopt 
procedures for implementing the Plan, and to determine 
adjustments under the Plan.

  11.  Amendment and Termination.  The Human Resources 
Committee of the Corporation's Board of Directors may at any 
time terminate, suspend, or amend this Plan; provided, 

                                       45
<PAGE>

however, that the provisions of Sections 1, 2, 3, 4 and 5 may 
not be amended more than once in every six months other than 
to comport with changes in the Internal Revenue Code, ERISA, 
or the rules thereunder or the regulations of the Securities 
and Exchange Commission.  No such action shall deprive any 
Participant of any benefits to which he or she would have been 
entitled under the Plan if termination of the Participant's 
employment had occurred on the day prior to the date such 
action was taken, unless agreed to by the Participant.

  12.  Effective Date.  The effective date of the Plan shall 
be determined by the Human Resources Committee of the Board of 
Directors or such officers of the Corporation to which said 
Committee has delegated its authority to set the effective 
date.

                                       46
<PAGE>


                                               Exhibit 10(c).

                        NORWEST CORPORATION
                DIRECTORS' FORMULA STOCK AWARD PLAN
                    (As Amended April 26, 1994)


  l.  Purpose.  The purpose of the Norwest Corporation 
Directors' Formula Stock Award Plan (the "Plan") is to provide 
compensation in the form of shares of the Corporation's common 
stock, $1 2/3 par value per share ("Common Stock"), to non-
employee members of the Board of Directors (the "Board") of 
Norwest Corporation (the "Corporation") in consideration for 
personal services rendered in their capacity as directors of 
the Corporation.  The Plan is intended to aid in attracting 
and retaining individuals of outstanding abilities and skills 
for service on the Board.

  2.  Eligibility.  Any person who (a) has served as a non-
employee director of the Corporation during the calendar year 
preceding an Award Date (as defined below) and (b) is a non-
employee director of the Corporation on the last day of such 
calendar year ("Eligible Non-Employee Director") shall be 
awarded shares of Common Stock determined as set forth in 
Section 3.

  3.  Formula Award.  In consideration for past services 
rendered, on January 31 of each year (the "Award Date"), each 
Eligible Non-Employee Director who was a non-employee director 
of the Corporation during all of the preceding calendar year 
shall be awarded that number of shares (rounded up to the next 
whole share) of Common Stock having an aggregate fair market 
value on the Award Date of $18,000 (an "Award").  Each 
Eligible Non-Employee Director who was a non-employee director 
of the Corporation for less than all of the calendar year 
preceding an Award Date shall be awarded one-twelfth of an 
Award for each calendar month or portion thereof during which 
such person served as a non-employee director of the 
Corporation.

  The fair market value shall be determined using the closing 
price of a share of Common Stock as reported on the 
consolidated tape of the New York Stock Exchange.  If the New 
York Stock Exchange is not open on the Award Date, the shares 
shall be valued at their fair market value as of the next 
preceding day on which the New York Stock Exchange is open.

  4.  Deferral of Awards.  An Eligible Non-Employee Director 
may elect to defer, in the form of shares of Common Stock, all 
or a portion of the Award for his or her service as a director 
for the calendar year (the "Deferral Year") following the year 
in which the deferral election is made.  Such election shall 
be made pursuant to Section 5.

  5.  Election to Participate and Defer Awards.  

      a.  Participation.  An Eligible Non-Employee Director 
becomes a participant in the deferral provisions of the Plan 
by filing not later than December 15 of the year preceding the 
Deferral Year an irrevocable election with the Plan 
Administrator (as defined in Section 15) on a form provided 
for that purpose.  The election form shall specify an amount 
to be deferred expressed as a percentage of the Award, one of 

                                        47
<PAGE>

the payment options described in Sections 8 and 9, and the 
year in which amounts deferred shall be distributed in a lump 
sum pursuant to Section 8 or in which distribution in 
installments shall commence pursuant to Section 9.  The 
deferral election shall be effective only with respect to the 
Award for the Deferral Year specified on the election form.  A 
new deferral election form must be filed for each Deferral 
Year.

      b.  Initial Deferral Election or Initial Eligibility.  
The initial deferral elections by Eligible Non-Employee 
Directors must be made within 30 days of the date on which the 
Board of Directors of the Corporation approves the amendment 
of the Plan to include deferral provisions and shall be for 
compensation to be earned subsequent to the deferral election.  
A new Eligible Non-Employee Director must make a deferral 
election within 30 days of the date in which he or she becomes 
eligible to participate in the Plan.

  6.  Deferred Stock Account.  On the Award Date, a 
participant shall receive a credit to his or her account under 
the Plan (the "Deferred Stock Account").  The amount of the 
credit shall be the number of shares determined by multiplying 
the amount of the Award by the percentage specified on the 
election form (rounded down to the nearest whole share).

  7.  Dividend Credit.  Each time a dividend is paid on the 
Common Stock, a participant shall receive a credit to his or 
her Deferred Stock Account.  The amount of the dividend credit 
shall be the number of shares (rounded to the nearest one-
hundredth of a share) determined by multiplying the dividend 
amount per share by the number of shares credited to the 
participant's Deferred Stock Account as of the record date for 
the dividend and dividing the product by the average of the 
high and low prices per share of Common Stock reported on the 
consolidated tape of the New York Stock Exchange on the 
dividend payment date or, if the New York Stock Exchange is 
closed on the dividend payment date, the next preceding date 
on which it was open.

  8.  Distribution of Deferred Stock Accounts in a Lump Sum.  
Unless a participant elects pursuant to Section 5 to have his 
or her Deferred Stock Account distributed in installments as 
described in Section 9, credits to a participant's Deferred 
Stock Account shall be distributed in whole shares of Common 
Stock (together with cash in lieu of a fractional share) on 
February 28 (or the next succeeding business day if February 
28 is not a business day) of the calendar year following 
termination of service as a director or such other year as 
elected by the participant pursuant to Section 5.  Cash 
distributed in lieu of any fractional share shall be 
determined based on the average of the high and low prices per 
share of Common Stock reported on the consolidated tape of the 
New York Stock Exchange on the date of distribution or, if the 
New York Stock Exchange is closed on that date, the next 
preceding date on which it was open.  If a participant dies 
before receiving a lump sum distribution to which he or she is 
entitled under the Plan, such distribution shall be made on 
February 28 (or the next succeeding business day if February 
28 is not a business day) of the calendar year following the 
date of death in accordance with the participant's designation 
of a beneficiary on a form provided for that purpose and 
delivered to and accepted by the Plan Administrator or, in the 

                                       48
<PAGE>

absence of a valid designation or if the designated 
beneficiary does not survive the participant, to such 
participant's estate.

  9.  Distribution of Deferred Stock Accounts in Installments.  
A participant may elect pursuant to Section 5 to have his or 
her Deferred Stock Account distributed in stock in annual 
installments commencing on February 28 of the calendar year 
following termination of service as a director or such other 
year as elected by the participant pursuant to Section 5.  The 
amount of each installment shall be a fraction of the number 
of shares in the participant's Deferred Stock Account on the 
January 31 (the "Valuation Date") prior to the date of the 
distribution of the installment, the numerator of which is one 
and the denominator of which is the total number of 
installments elected (not to exceed ten) minus the number of 
installments previously paid (rounded down to the nearest 
whole share).  Cash in lieu of any fractional share (based on 
the average of the high and low prices per share of Common 
Stock reported on the consolidated tape of the New York Stock 
Exchange on the Valuation Date) shall be distributed with the 
final installment.  Undistributed shares remaining in the 
Deferred Stock Account after the first installment 
distribution has been made shall receive dividends in 
accordance with Section 7.  If a participant dies before 
receiving all distributions to which he or she is entitled 
under the Plan, distribution of all shares remaining in the 
Deferred Stock Account (together with cash in lieu of any 
fractional share) shall be made on February 28 (or the next 
succeeding business day if February 28 is not a business day) 
of the calendar year following the date of death in accordance 
with the participant's designation of a beneficiary on a form 
provided for that purpose and delivered to and accepted by the 
Plan Administrator or, in the absence of a valid designation 
or if the designated beneficiary does not survive the 
participant, to such participant's estate.

  10.  Shares Available for Awards.  No more than 50,000 
shares of Common Stock may be awarded under the Plan.  These 
shares may consist, in whole or in part, of authorized but 
unissued Common Stock or treasury Common Stock not reserved 
for any other purpose.

  11.  Adjustments for Certain Changes in Capitalization.  If 
the Corporation shall at any time increase or decrease the 
number of its outstanding shares of Common Stock or change in 
any way the rights and privileges of such shares by means of 
the payment of a stock dividend or any other distribution upon 
such shares payable in Common Stock, or through a stock split, 
subdivision, consolidation, combination, reclassification, or 
recapitalization involving the Common Stock, then the numbers, 
rights, and privileges of the shares issuable under the Plan 
shall be increased, decreased, or changed in like manner as if 
such shares had been issued and outstanding, fully paid, and 
nonassessable at the time of such occurrence.

  12.  Effective Date.  The Plan shall become effective on 
January 1, 1992.

  13.  No Guarantee of Service.  Participation in the Plan 
does not constitute a guarantee or contract of service as a 
director.

  14.  Non-Assignability.  No right to receive an award 
hereunder shall be transferable or assignable by a Plan 

                                       49
<PAGE>

participant other than by will or the laws of descent and 
distribution or pursuant to a qualified domestic relations 
order as defined by the Internal Revenue Code of 1986, as 
amended, Title I of the Employee Retirement Income Security 
Act ("ERISA"), or rules thereunder.  The designation of a 
beneficiary by a participant pursuant to Section 8 or 9 does 
not constitute a transfer.

  15.  Administration.  This Plan shall be administered under 
such rules and procedures as shall be established from time to 
time by the Corporation's senior human resources officer (the 
"Plan Administrator").

  16.  Amendment and Termination.  This Plan may be amended, 
suspended or terminated by action of the Board and 
automatically shall be terminated when all Common Stock 
subject to the Plan has been awarded; provided, however, that 
(a) the provisions of the Plan may not be amended more than 
once every six months, other than to comport with changes in 
the Internal Revenue Code, the Employee Retirement Income 
Security Act, or the rules thereunder, and (b) if the Plan has 
been approved by the stockholders of the Corporation, any 
amendment shall be similarly approved if the amendment would:

      (i)  materially increase the benefits accruing to
           participants under the Plan;

     (ii)  materially increase the number of securities
           which may be issued under the Plan; or

    (iii)  materially modify the requirements as to
           eligibility for participation in the Plan.

7/27/93
4/26/94

                                       50
<PAGE>



                                                                   Exhibit 11.



Norwest Corporation and Subsidiaries
COMPUTATION OF EARNINGS PER SHARE
(Unaudited)

In thousands, except per common share amounts            Quarter Ended  
                                                            June 30	
                                                         1994        1993	
PRIMARY:
 Weighted average number of common shares 
  outstanding .....................................    316,728     304,789
 Net effect of assumed exercise of stock options
  based on treasury stock method using average
  market price ....................................      2,423       3,115
                                                       319,151     307,904

Net income ........................................   $201,958     168,886
 Less dividends accrued on preferred stock ........      6,889       7,824
 Net income, as adjusted ..........................   $195,069     161,062

 Net income per common share ......................   $   0.61        0.52

FULLY DILUTED:
 Weighted average number of common shares
  outstanding .....................................    316,728     304,789
 Net effect of assumed exercise of stock options
  based on treasury stock method using average
  market price or period-end market price,
  whichever is higher .............................      2,426       3,428
 Assumed conversion of 6 3/4% convertible
  subordinated debentures due 2003 and 12%
  convertible notes due 1993 as of the beginning
  of the period ...................................         47          78
 Assumed conversion of Cumulative Convertible
  Preferred Stock .................................     12,628      16,545
                                                       331,829     324,840

Net income ........................................   $201,958     168,886
 Less dividends accrued on preferred stock ........      2,886       3,039
 Add 6 3/4% convertible subordinated debentures
  interest and amortization of debt expense,
  net of income tax effect ........................          3           5
 Net income, as adjusted ..........................   $199,075     165,852

 Net income per common share.......................   $   0.60        0.51

                                       51
<PAGE>


                                                                   Exhibit 11.
                                                                   (continued)


Norwest Corporation and Subsidiaries
COMPUTATION OF EARNINGS PER SHARE
(Unaudited)

In thousands, except per common share amounts          Six Months Ended  
                                                            June 30	
                                                         1994        1993	
PRIMARY:
 Weighted average number of common shares 
  outstanding .....................................    313,834     303,838
 Net effect of assumed exercise of stock options
  based on treasury stock method using average
  market price ....................................      2,308       3,002
                                                       316,142     306,840

Net income ........................................   $392,500     327,214
 Less dividends accrued on preferred stock ........     14,050      15,787
 Net income, as adjusted ..........................   $378,450     311,427

 Net income per common share ......................   $   1.20        1.01

FULLY DILUTED:
 Weighted average number of common shares
  outstanding .....................................    313,834     303,838
 Net effect of assumed exercise of stock options
  based on treasury stock method using average
  market price or period-end market price,
  whichever is higher .............................      2,409       3,486
 Assumed conversion of 6 3/4% convertible
  subordinated debentures due 2003 and 12%
  convertible notes due 1993 as of the beginning
  of the period ...................................         48          86
 Assumed conversion of Cumulative Convertible
  Preferred Stock .................................     12,626      16,707
                                                       328,917     324,117

Net income ........................................   $392,500     327,214
 Less dividends accrued on preferred stock ........      6,044       6,113
 Add 6 3/4% convertible subordinated debentures
  interest and amortization of debt expense,
  net of income tax effect ........................          5           9
 Net income, as adjusted ..........................   $386,461     321,110

 Net income per common share.......................   $   1.17        0.99

                                       52
<PAGE>



                                                                Exhibit 12(a).


Norwest Corporation and Subsidiaries    
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Unaudited)

<TABLE>
<CAPTION>
                           Six Months Ended                    
                                 June 30                        Year Ended December 31    		
In thousands                 1994       1993       1993       1992       1991       1990       1989

<S>                    <C>         <C>        <C>        <C>        <C>        <C>        <C>
Computation of Income:
 Income before
  income taxes           $580,085    478,813    879,755    645,568    491,673    284,453    383,681
 Capitalized interest           -        (22)       (65)       (24)         -        (13)      (165)
 Income before income
  taxes and capitalized
  interest                580,085    478,791    879,690    645,544    491,673    284,440    383,516
 Fixed charges            743,997    734,411  1,485,936  1,651,664  2,187,536  2,354,041  2,241,827
 Total income for
  computation          $1,324,082  1,213,202  2,365,626  2,297,208  2,679,209  2,638,481  2,625,343
 Total income for
  computation excluding 
  interest on deposits
  from fixed charges   $  910,704    795,194  1,513,317  1,281,619  1,196,648  1,111,762  1,166,852

Computation of Fixed
 Charges:
 Net rental
  expense (a)          $   73,646     60,504    128,573    123,342    111,609    102,192     94,568
 Portion of rentals
  deemed 
  representative
  of interest          $   24,549     20,168     42,858     41,114     37,203     34,064     31,523
 Interest:
  Interest on
   deposits               413,378    418,008    852,309  1,015,589  1,482,561  1,526,719  1,458,491
  Interest on
   federal funds
   and other 
   short-term
   borrowings             113,581    126,552    238,046    277,835    352,384    522,849    493,142
  Interest on
   long-term debt         192,489    169,661    352,658    317,102    315,388    270,396    258,506
  Capitalized
   interest                     -         22         65         24          -         13        165
  Total interest          719,448    714,243  1,443,078  1,610,550  2,150,333  2,319,977  2,210,304
 Total fixed
  charges              $  743,997    734,411  1,485,936  1,651,664  2,187,536  2,354,041  2,241,827
 Total fixed
  charges excluding
  interest on
  deposits             $  330,619    316,403    633,627    636,075    704,975    827,322    783,336
Ratio of Income
 to Fixed Charges:
 Excluding
  interest on
  deposits                   2.75X      2.51       2.39       2.01       1.70       1.34       1.49
 Including
  interest on
  deposits                   1.78X      1.65       1.59       1.39       1.22       1.12       1.17

(a) Includes equipment rentals.

</TABLE>

                                        53
<PAGE>


                                                                Exhibit 12(b).
Norwest Corporation and Subsidiaries    
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
(Unaudited)

<TABLE>
<CAPTION>
                          Six Months Ended                    
                                June 30                          Year Ended December 31             
In thousands                1994       1993        1993       1992       1991       1990       1989

<S>                   <C>         <C>         <C>        <C>        <C>        <C>        <C>
Computation of Income:
 Income before
  income taxes        $  580,085    478,813     879,755    645,568    491,673    284,453    383,681
 Capitalized interest          -        (22)        (65)       (24)         -        (13)      (165)
 Income before income
  taxes and capitalized
  interest               580,085    478,791     879,690    645,544    491,673    284,440    383,516
 Fixed charges           743,997    734,411   1,485,936  1,651,664  2,187,536  2,354,041  2,241,827
 Total income for
  computation         $1,324,082  1,213,202   2,365,626  2,297,208  2,679,209  2,638,481  2,625,343
 Total income for
  computation excluding 
  interest on deposits
  from fixed charges  $  910,704    795,194   1,513,317  1,281,619  1,196,648  1,111,762  1,166,852

Computation of Fixed
 Charges:
 Net rental
  expense (a)         $   73,646     60,504     128,573    123,342    111,609    102,192     94,568
 Portion of rentals
  deemed 
  representative
  of interest         $   24,549     20,168      42,858     41,114     37,203     34,064     31,523
 Interest:
  Interest on
   deposits              413,378    418,008     852,309  1,015,589  1,482,561  1,526,719  1,458,491
  Interest on
   federal funds
   and other 
   short-term
   borrowings            113,581    126,552     238,046    277,835    352,384    522,849    493,142
  Interest on
   long-term debt        192,489    169,661     352,658    317,102    315,388    270,396    258,506
  Capitalized
   interest                    -         22          65         24          -         13        165
  Total interest         719,448    714,243   1,443,078  1,610,550  2,150,333  2,319,977  2,210,304
 Total fixed
  charges             $  743,997    734,411   1,485,936  1,651,664  2,187,536  2,354,041  2,241,827
 Total fixed
  charges excluding
  interest on
  deposits            $  330,619    316,403     633,627    636,075    704,975    827,322    783,336
 Preferred stock
  dividends               14,050     15,786      31,170     32,219     20,065      3,225      6,870
 Pre-tax earnings
  needed to meet
  preferred stock
  dividend
  requirements            20,765     23,100      44,728     44,367     23,997      5,294      9,232
 Total combined fixed
  charges and preferred
  stock dividends     $  764,762    757,511   1,530,664  1,696,031  2,211,533  2,359,335  2,251,059
 Total combined
  fixed charges 
  and preferred stock
  dividends excluding 
  interest on 
  deposits            $  351,384    339,503     678,355    680,442    728,972    832,616    792,568

(a) Includes equipment rentals.

</TABLE>
                                       54
<PAGE>

                                                                Exhibit 12(b).
                                                                   (continued)


Norwest Corporation and Subsidiaries    
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
(Unaudited)

<TABLE>
<CAPTION>
                           Six Months Ended                    
                                 June 30                        Year Ended December 31         
In thousands                  1994      1993      1993      1992      1991      1990      1989

<S>                           <C>       <C>       <C>       <C>       <C>       <C>       <C>
Ratio of Income to Combined
 Fixed Charges and Preferred
 Stock Dividends:
  Excluding interest on
   deposits                   2.59X     2.34      2.23      1.88      1.64      1.34      1.47
  Including interest on
   deposits                   1.73X     1.60      1.55      1.35      1.21      1.12      1.17

                                       55


</TABLE>


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