NORWEST CORP, 10-Q, 1996-08-13

NORWEST CORP
10-Q, 1996-08-13
NATIONAL COMMERCIAL BANKS

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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, 1996

( ) 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 July 31, 1996 370,645,028 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, 1996 and December 31, 1995.......................... 3

2. Consolidated Statements of Income -
Quarters and Six Months Ended June 30, 1996 and 1995......... 4

3. Consolidated Statements of Cash Flows -
Six Months Ended June 30, 1996 and 1995...................... 5

4. Consolidated Statements of Stockholders' Equity -
Six Months Ended June 30, 1996 and 1995...................... 6

5. Notes to Unaudited Consolidated Financial Statements........... 8

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,
1996 1995
ASSETS
Cash and due from banks ....................... $ 3,890.0 4,320.3
Interest-bearing deposits with banks .......... 34.9 29.4
Federal funds sold and resale agreements ...... 1,054.4 596.8
Total cash and cash equivalents ........... 4,979.3 4,946.5
Trading account securities .................... 397.5 150.6
Investment securities (fair value
$825.6 in 1996 and $795.8 in 1995) ........ 809.5 760.5
Investment and mortgage-backed securities
available for sale........................... 17,222.3 15,243.0
Total investment securities ............... 18,031.8 16,003.5
Loans held for sale ........................... 2,286.6 3,343.9
Mortgages held for sale ....................... 7,040.0 6,514.5
Loans and leases, net of unearned discount..... 38,652.3 36,153.1
Allowance for credit losses ................... (1,008.9) (917.2)
Net loans and leases ...................... 37,643.4 35,235.9
Premises and equipment, net ................... 1,167.4 1,034.1
Mortgage servicing rights, net ................ 2,502.4 1,226.7
Interest receivable and other assets .......... 3,800.9 3,678.7
Total assets .............................. $77,849.3 72,134.4

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
Noninterest-bearing ......................... $12,259.0 11,623.9
Interest-bearing ............................ 34,025.4 30,404.9
Total deposits ............................ 46,284.4 42,028.8
Short-term borrowings ......................... 9,335.9 8,527.2
Accrued expenses and other liabilities ........ 2,806.5 2,589.5
Long-term debt ................................ 13,787.6 13,676.8
Total liabilities ......................... 72,214.4 66,822.3
Preferred stock ............................... 264.9 341.2
Unearned ESOP shares .......................... (76.7) (38.9)
Total preferred stock ..................... 188.2 302.3
Common stock, $1 2/3 par value - authorized
500,000,000 shares:
Issued 374,933,625 and 358,332,153 shares
in 1996 and 1995, respectively ............. 624.9 597.2
Surplus ....................................... 936.8 734.2
Retained earnings ............................. 3,896.3 3,496.3
Net unrealized gains on securities
available for sale .......................... 128.2 327.1
Notes receivable from ESOP .................... (13.7) (13.3)
Treasury stock - 4,744,191 and 5,571,696
common shares in 1996 and 1995, respectively. (120.0) (125.9)
Foreign currency translation .................. (5.8) (5.8)
Total common stockholders' equity ......... 5,446.7 5,009.8
Total stockholders' equity ................ 5,634.9 5,312.1
Total liabilities and
stockholders' equity .................... $77,849.3 72,134.4

See notes to unaudited consolidated financial statements.

3
<PAGE>

Norwest Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

In millions, except per common share amounts Quarter Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
INTEREST INCOME ON
Loans and leases ............................... $1,054.4 982.9 2,094.2 1,870.4
Investment securities .......................... 10.0 21.2 18.9 40.4
Investment and mortgage-backed securities
available for sale ............................ 293.2 252.0 559.1 513.4
Loans held for sale ............................ 66.0 47.5 153.2 93.0
Mortgages held for sale ........................ 133.3 74.9 241.7 132.1
Money market investments ....................... 10.0 6.1 17.8 20.0
Trading account securities ..................... 8.1 4.5 14.1 7.8
Total interest income ...................... 1,575.0 1,389.1 3,099.0 2,677.1

INTEREST EXPENSE ON
Deposits ....................................... 326.2 283.2 636.2 550.3
Short-term borrowings .......................... 116.6 115.6 227.4 228.4
Long-term debt ................................. 215.7 192.1 428.1 356.5
Total interest expense ..................... 658.5 590.9 1,291.7 1,135.2
Net interest income ...................... 916.5 798.2 1,807.3 1,541.9
Provision for credit losses .................... 87.4 74.7 175.2 130.0
Net interest income after
provision for credit losses ............ 829.1 723.5 1,632.1 1,411.9

NON-INTEREST INCOME
Trust .......................................... 78.1 53.3 153.1 109.8
Service charges on deposit accounts ............ 79.7 65.1 154.9 126.6
Mortgage banking ............................... 221.4 130.3 392.7 261.5
Data processing ................................ 19.1 17.0 35.6 31.8
Credit card .................................... 29.9 32.3 61.4 63.2
Insurance ...................................... 73.3 71.0 143.0 118.4
Other fees and service charges ................. 75.6 53.0 145.2 100.9
Net investment securities gains ................ - 0.1 - 0.1
Net investment and mortgage-backed
securities available for sale gains (losses)... (45.8) 9.2 (44.1) (26.0)
Net venture capital gains ...................... 65.5 4.8 132.0 26.4
Trading ........................................ 19.3 (1.2) 4.0 9.2
Other .......................................... 30.5 12.5 25.8 20.3
Total non-interest income .................. 646.6 447.4 1,203.6 842.2

NON-INTEREST EXPENSES
Salaries and benefits .......................... 511.3 425.4 1,020.4 823.9
Net occupancy .................................. 73.6 60.4 141.9 120.1
Equipment rentals, depreciation and maintenance. 81.4 65.7 154.1 129.3
Business development ........................... 56.9 38.1 110.1 81.6
Communication .................................. 70.1 53.4 136.6 103.9
Data processing ................................ 40.8 35.9 75.2 66.0
Intangible asset amortization .................. 34.4 26.7 72.6 45.1
Other .......................................... 147.3 116.4 252.3 211.3
Total non-interest expenses ................ 1,015.8 822.0 1,963.2 1,581.2
INCOME BEFORE INCOME TAXES ..................... 459.9 348.9 872.5 672.9
Income tax expense ............................. 174.5 114.6 315.7 221.8
NET INCOME ..................................... $ 285.4 234.3 556.8 451.1

Average Common and Common Equivalent Shares .... 369.6 327.5 365.2 321.0
PER COMMON SHARE
Net Income
Primary ...................................... $ 0.76 0.68 1.50 1.34
Fully diluted ................................ 0.76 0.67 1.50 1.32
Dividends ..................................... 0.27 0.21 0.51 0.42

See notes to unaudited consolidated financial statements.

</TABLE>
4
<PAGE>

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

<TABLE>
<CAPTION>
Six Months Ended
In millions June 30,
1996 1995
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ............................................................$ 556.8 451.1
Adjustments to reconcile net income to net cash flows from operating
activities:
Provision for credit losses ....................................... 175.2 130.0
Depreciation and amortization ..................................... 297.3 175.2
Gains on sales of loans, securities and other assets, net.......... (69.6) (23.3)
Release of preferred shares to ESOP................................ 22.6 20.9
Purchases of trading account securities ........................... (35,919.3) (45,656.9)
Proceeds from sales of trading account securities ................. 35,676.3 45,518.8
Originations of mortgages held for sale ........................... (27,215.7) (12,884.7)
Proceeds from sales of mortgages held for sale .................... 29,060.3 11,207.9
Originations of loans held for sale ............................... (421.9) (394.7)
Proceeds from sales of loans held for sale ........................ 1,522.2 510.6
Interest receivable ............................................... (36.4) (157.8)
Interest payable .................................................. 14.7 76.9
Other assets, net ................................................. (582.4) (700.9)
Other accrued expenses and liabilities, net ....................... 233.3 149.4
Net cash flows from (used for) operating activities ............. 3,313.4 (1,577.5)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities and paydowns of investment securities....... 10.4 45.2
Proceeds from maturities and paydowns of investment and mortgage-
backed securities available for sale............................... 1,653.8 569.7
Proceeds from sales and calls of investment securities .............. 180.7 75.2
Proceeds from sales and calls of investment and mortgage-backed
securities available for sale...................................... 2,349.4 3,098.7
Purchases of investment securities .................................. (262.9) (160.8)
Purchases of investment and mortgage-backed securities available
for sale........................................................... (5,131.1) (2,104.5)
Net change in banking subsidiaries'loans and leases.................. 1,235.1 (1,237.4)
Non-bank subsidiaries' loans and leases originated................... (3,298.8) (2,797.8)
Principal collected on non-bank subsidiaries' loans and leases....... 1,985.4 2,642.1
Purchases of premises and equipment ................................. (109.0) (105.0)
Proceeds from sales of premises, equipment & other real estate owned. 41.8 21.5
Cash paid for acquisitions, net of cash and cash equivalents acquired (2,488.1) (94.9)
Divestiture of branches, net of cash and cash equivalents paid....... (23.7) (4.1)
Net cash flows used for investing activities....................... (3,857.0) (52.1)

CASH FLOWS FROM FINANCING ACTIVITIES
Deposits, net ....................................................... 134.3 (807.1)
Short-term borrowings, net .......................................... 724.1 (662.7)
Long-term debt borrowings ........................................... 2,372.2 3,372.2
Repayments of long-term debt ........................................ (2,264.4) (203.5)
Issuances of common stock ........................................... 43.0 34.8
Repurchases of common stock ......................................... (127.1) (131.9)
Sale of preferred stock held by subsidiary .......................... - 20.0
Repurchases of preferred stock ...................................... (112.7) -
Net decrease in notes receivable from ESOP .......................... 1.1 -
Dividends paid ...................................................... (194.1) (154.8)
Net cash flows from financing activities .......................... 576.4 1,467.0
Net increase (decrease) in cash and cash equivalents .............. 32.8 (162.6)

CASH AND CASH EQUIVALENTS
Beginning of period ................................................. 4,946.5 4,024.3
End of period .......................................................$ 4,979.3 3,861.7

See notes to unaudited consolidated financial statements.

</TABLE>
5
<PAGE>

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

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>
Balance,
December 31, 1994....... $ 526.7 (14.7) 538.5 578.8 2,950.0 (360.4) (13.3) (350.9) (8.3) 3,846.4
Net income............... - - - - 451.1 - - - - 451.1
Dividends on
Common stock........... - - - - (133.9) - - - - (133.9)
Preferred stock........ - - - - (20.9) - - - - (20.9)
Conversion of 23,699
preferred shares to
808,089 common shares.. (21.4) - - (1.2) (0.1) - - 22.7 - -
Sale of 100,000
preferred shares
held by subsidiary..... 20.0 - - - - - - - - 20.0
Issuance of 63,300
preferred shares
to ESOP................ 63.3 (65.8) - 2.5 - - - - - -
Release of preferred
shares to ESOP......... - 21.7 - (0.8) - - - - - 20.9
Issuance of 1,813,771
common shares.......... - - - 24.3 (35.4) - - 50.6 - 39.5
Issuance of 17,930,967
common shares for
acquisitions........... - - 25.6 (13.3) 13.8 (0.3) - 68.1 - 93.9
Repurchase of 4,671,669
common shares.......... - - - - - - - (131.9) - (131.9)
Change in net unrealized
gains (losses) on
securities available
for sale............... - - - - - 538.8 - - - 538.8
Foreign currency
translation............ - - - - - - - - 2.1 2.1
Balance,
June 30, 1995 .......... $ 588.6 (58.8) 564.1 590.3 3,224.6 178.1 (13.3) (341.4) (6.2) 4,726.0

(Continued on page 7)

</TABLE>
6
<PAGE>

Norwest Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
(Continued from page 6)

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance,
December 31, 1995...... $ 341.2 (38.9) 597.2 734.2 3,496.3 327.1 (13.3) (125.9) (5.8) 5,312.1
Net income.............. - - - - 556.8 - - - - 556.8
Dividends on
Common stock.......... - - - - (185.2) - - - - (185.2)
Preferred stock....... - - - - (8.9) - - - - (8.9)
Conversion of 22,649
preferred shares to
629,495 common shares. (22.6) - - 2.9 - - - 19.7 - -
Repurchase of 1,127,125
preferred shares...... (112.7) - - - - - - - - (112.7)
Cash payments received
on notes receivable
from ESOP............. - - - - - - 1.1 - - 1.1
Issuance of 59,000
preferred shares to
ESOP.................. 59.0 (61.3) - 2.3 - - - - - -
Release of preferred
shares to ESOP........ - 23.5 - (0.9) - - - - - 22.6
Issuance of 1,780,038
common shares......... - - - 31.6 (32.7) - - 51.3 - 50.2
Issuance of 18,546,938
common shares for
acquisitions.......... - - 27.7 166.7 70.0 (1.6) (1.5) 62.0 - 323.3
Repurchase of 3,527,494
common shares......... - - - - - - - (127.1) - (127.1)
Change in net unrealized
gains (losses) on
securities available
for sale.............. - - - - - (197.3) - - - (197.3)
Foreign currency
translation........... - - - - - - - - - -
Balance,
June 30, 1996......... $ 264.9 (76.7) 624.9 936.8 3,896.3 128.2 (13.7) (120.0) (5.8) 5,634.9

See notes to unaudited consolidated financial statements.

</TABLE>
7
<PAGE>

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Changes in Accounting Policies

Effective January 1, 1996, the corporation adopted Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-lived
Assets and for Long-lived Assets to be Disposed Of," (FAS 121). FAS 121
requires that long-lived assets and certain identifiable intangibles be
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset is not fully recoverable. The adoption
of FAS 121 has not had a material effect on the corporation's consolidated
financial statements.

2. Consolidated Statements of Cash Flows

Supplemental disclosures of cash flow information for the six months ended
June 30, include:

In millions 1996 1995

Interest...................................... $ 1,277.0 1,058.4
Income taxes.................................. 55.8 203.5
Transfer of loans to other real estate owned.. 23.9 12.7

See Notes 7 and 12 for certain non-cash common and preferred stock
transactions.

8
<PAGE>

3. Investment and Mortgage-backed Securities

The amortized cost and fair value of investment securities at June 30,
1996 were:

In millions Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value

<S> <C> <C> <C> <C>
Available for sale:
U.S. Treasury and federal agencies $ 1,249.3 8.0 (13.5) 1,243.8
State, municipal and housing -
tax exempt ....................... 870.3 20.3 (9.3) 881.3
Other ............................. 777.2 383.6 (7.6) 1,153.2
Total investment securities
available for sale ............ 2,896.8 411.9 (30.4) 3,278.3
Mortgage-backed securities:
Federal agencies ................. 13,990.0 102.8 (290.6) 13,802.2
Collateralized mortgage
obligations ..................... 141.8 1.4 (1.4) 141.8
Total mortgage-backed securities
available for sale ............ 14,131.8 104.2 (292.0) 13,944.0
Total investment and
mortgage-backed securities
available for sale ................ 17,028.6 516.1 (322.4) 17,222.3

Other securities held for investment 809.5 22.9 (6.8) 825.6

Total investment securities ......$17,838.1 539.0 (329.2) 18,047.9

</TABLE>

Interest income on investment securities for the quarters and six months
ended June 30, were:
Quarter Six Months
In millions 1996 1995 1996 1995

Available for sale:
U.S. Treasury and federal agencies .. $ 19.8 16.1 37.1 34.3
State, municipal and housing -
tax exempt ........................ 13.2 1.6 25.8 3.0
Other ............................... 12.1 7.7 23.0 14.7
Total investment securities
available for sale .............. 45.1 25.4 85.9 52.0
Mortgage-backed securities:
Federal agencies ................... 246.1 226.3 467.5 455.3
Collateralized mortgage
obligations ....................... 2.0 0.3 5.7 6.1
Total mortgage-backed securities
available for sale .............. 248.1 226.6 473.2 461.4
Total investment and mortgage-backed
securities available for sale....... 293.2 252.0 559.1 513.4

Other securities held for investment.. 10.0 21.2 18.9 40.4

Total investment securities......... $ 303.2 273.2 578.0 553.8

</table

Certain investment securities with a total amortized cost of $4.7 million and
$5.5 million for the three and six months ended June 30, 1996, respectively,
and $19.7 million and $40.2 million for the three and six months ended June
30, 1995, respectively, were sold by the corporation due to significant
deterioration in the creditworthiness of the related issuers or because such
securities were called by the issuers prior to maturity. The sales and calls
of investment securities resulted in no gain or loss for the quarter and six
months ended June 30, 1996. The sales and calls of investment securities
resulted in a $0.1 million gain for the quarter and six months ended June 30,
1995.

9
<PAGE>

4. Loans and Leases

The carrying values of loans and leases at June 30, 1996 and
December 31,1995 were:

In millions June 30, December 31,
1996 1995
Commercial, financial and industrial...... $10,255.7 9,327.3
Agricultural.............................. 1,091.6 1,090.8
Real estate
Secured by 1-4 family residential
properties............................ 9,368.3 8,592.9
Secured by development properties....... 2,084.6 2,024.0
Secured by construction and land
development........................... 822.1 742.0
Secured by owner-occupied properties.... 2,551.5 2,149.9
Consumer ................................. 10,992.5 10,520.7
Credit card .............................. 1,561.6 1,666.1
Lease financing .......................... 776.0 815.7
Foreign
Consumer ............................... 711.3 705.2
Commercial ............................. 177.4 196.1
Total loans and leases ............... 40,392.6 37,830.7
Unearned discount ........................ (1,740.3) (1,677.6)
Total loans and leases, net of
unearned discount..................... $38,652.3 36,153.1

Changes in the allowance for credit losses for the quarters and six months
ended June 30, were:
Quarter Six Months
In millions 1996 1995 1996 1995

Balance at beginning of period ....... $ 959.7 812.5 917.2 789.9
Allowance related to assets
acquired, net ..................... 45.7 41.8 85.9 57.1
Provision for credit losses ........ 87.4 74.7 175.2 130.0

Credit losses....................... (113.1) (100.4) (229.1) (180.9)
Recoveries ......................... 29.2 26.0 59.7 58.5
Net credit losses ................ (83.9) (74.4) (169.4) (122.4)
Balance at end of period ............. $1,008.9 854.6 1,008.9 854.6

10
<PAGE>

5. Non-performing Assets and 90-day Past Due Loans and Leases

Total non-performing assets and 90-day past due loans and leases at
June 30, 1996 and 1995 and December 31, 1995 were:

In millions June 30, December 31,
1996 1995 1995
Impaired loans
Non-accrual ........................... $ 109.9 70.9 100.1
Restructured .......................... 1.4 1.9 2.0
Total impaired loans ................ 111.3 72.8 102.1
Other non-accrual loans and leases....... 72.2 49.9 66.8
Total non-accrual and
restructured loans and leases......... 183.5 122.7 168.9
Other real estate owned ................. 41.8 32.2 37.1
Total non-performing assets ........... 225.3 154.9 206.0
Loans and leases past due 90 days or more* 93.3 92.4 91.9
Total non-performing assets and
90-day past due loans and leases ..... $ 318.6 247.3 297.9

* Excludes non-accrual and restructured loans.

The average balances of impaired loans for the six months ended June 30,
1996 and 1995 were $108.7 million and $86.7 million, respectively. The
allowance for credit losses related to impaired loans at June 30, 1996 and
December 31, 1995 was $43.2 million and $43.3 million, respectively.
Impaired loans of $1.5 million and $2.7 million were not subject to a
related allowance for credit losses at June 30, 1996 and December 31, 1995,
respectively, due to the net realizable value of loan collateral,
guarantees and other factors.

Interest income on impaired loans is recognized after all past due and
current principal payments have been made, and collectibility is no longer
doubtful. Interest income of $1.5 million and $2.0 million was recognized
on impaired loans for the quarter and six months ended June 30, 1996,
respectively, and $1.1 million and $1.5 million was recognized for the
comparable periods of 1995.

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

Quarter Six Months
In millions 1996 1995 1996 1995

Interest
As originally contracted ........... $ 5.6 4.4 10.2 8.9
As recognized ...................... (1.5) (1.1) (2.0) (1.5)
Reduction of interest income ..... $ 4.1 3.3 8.2 7.4

11
<PAGE>

6. Long-term Debt

During the first six months of 1996, the corporation issued $900 million in
medium-term notes bearing fixed rates of interest ranging from 5.625
percent to 6.25 percent, which mature from April 1999 to February 2003.
Certain banking subsidiaries of the corporation received advances from the
Federal Home Loan Bank of $1,470 million bearing interest at one-month
LIBOR minus six basis points to one-month LIBOR minus four basis points
maturing from March 1997 to March 2011 and $1.4 million at fixed rates of
interest ranging from 6.24 percent to 6.50 percent maturing from May 1999
to June 2011.

7. Stockholders' Equity

Preferred and Preference Stock

The corporation is authorized to issue 5,000,000 shares of preferred stock
without par value and 4,000,000 shares of preference stock without par
value. Shares of preferred stock and preference stock have such powers,
preferences and rights as may be determined by the corporation's board of
directors, provided that each share of preference stock will not be
entitled to more than one vote per share. No shares of preference stock
are currently outstanding. The table below is a summary of the
corporation's preferred stock at June 30, 1996 and December 31, 1995. A
detailed description of the corporation's preferred stock is provided in
Note 10 to the audited consolidated financial statements included in the
corporation's 1995 Annual Report on Form 10-K.

In millions, except share amounts
<TABLE>
<CAPTION>
Annual
Dividend
Shares Outstanding Rate at Amount Outstanding
June 30, December 31, June 30, June 30, December 31,
1996 1995 1996 1996 1995

<S> <C> <C> <C> <C> <C>
10.24% Cumulative,
$100 stated value.......... - 1,127,125 - $ - 112.7
Cumulative
Tracking, $200
stated value............... 980,000 980,000 9.30% 196.0 196.0
ESOP Cumulative Convertible,
$1,000 stated value........ 12,304 12,984 9.00% 12.3 13.0
1995 ESOP Cumulative
Convertible, $1,000
stated value............... 23,664 24,572 10.00% 23.7 24.5
1996 ESOP Cumulative
Convertible, $1,000 stated
value...................... 37,939 - 8.50% 37.9 -
Less: Cumulative
Tracking shares held by
a subsidiary............... (25,000) (25,000) (5.0) (5.0)
1,028,907 2,119,681 264.9 341.2
Unearned ESOP shares......... (76.7) (38.9)
Total preferred stock.... $188.2 302.3

</TABLE>

On February 26, 1996, the corporation issued 59,000 shares of 1996 ESOP
Cumulative Convertible Preferred Stock, $1,000 stated value per share
("1996 ESOP Preferred Stock"), in the stated amount of $59.0 million at a
premium of $2.3 million; a corresponding charge of $61.3 million was
recorded to unearned ESOP shares.

On March 28, 1995, the corporation issued 63,300 shares of 1995 ESOP
Cumulative Convertible Preferred Stock, $1,000 stated value per share
("1995 ESOP Preferred Stock"), in the stated amount of $63.3 million at a
premium of $2.5 million; a corresponding charge of $65.8 million was
recorded to unearned ESOP shares.

12
<PAGE>

All shares of the 1996 ESOP Preferred Stock, the 1995 ESOP Preferred Stock,
and ESOP Cumulative Convertible Preferred Stock, $1,000 stated value per
share (collectively, ESOP Preferred Stock), were 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. 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 quarter and six months ended June 30, 1996, 9,243
and 22,649 shares of ESOP Preferred Stock were converted into 265,824
shares and 629,495 shares of common stock of the corporation, respectively.
During the quarter and six months ended June 30, 1995, 10,036 and 20,899
shares of ESOP Preferred Stock were converted into 349,078 and 777,175
shares of common stock of the corporation, respectively.

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 Certificates of Designations of the ESOP Preferred
Stock.

All shares of the corporation's 10.24% Cumulative Preferred Stock, $100
stated value, in the form of 4,508,500 depositary shares, were called for
redemption on January 2, 1996. Each depositary share represented one-
quarter of a share of preferred stock. The shares were redeemed in
accordance with their terms at the stated value.

8. Segment Reporting

The corporation's operations include three primary business segments:
banking, mortgage banking and consumer finance. See Note 16 to the audited
consolidated financial statements included in the corporation's annual
report on Form 10-K for the year ended December 31, 1995 for a detailed
description of each business segment. Selected financial information by
business segment for the quarters and six months ended June 30 is included
in the following summary:

In millions
Quarter Six Months
1996 1995 1996 1995
Revenues:*
Banking................. $ 1,415.7 1,221.7 2,763.9 2,372.5
Mortgage Banking........ 368.8 235.3 670.2 437.9
Norwest Financial....... 437.1 379.5 868.5 708.9
Total................. $ 2,221.6 1,836.5 4,302.6 3,519.3
Organizational earnings:*
Banking................. $ 189.3 146.9 370.5 287.0
Mortgage Banking........ 30.7 26.4 61.1 47.5
Norwest Financial....... 65.4 61.0 125.2 116.6
Total................. $ 285.4 234.3 556.8 451.1
Total assets:
Banking................. $56,930.6 50,837.1
Mortgage Banking........ 12,438.2 7,960.0
Norwest Financial....... 8,480.5 7,825.9
Total................. $77,849.3 66,623.0

* Revenues (interest income plus non-interest income), 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.

13
<PAGE>

9. Mortgage Banking Activities

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

Quarter Six Months
In millions 1996 1995 1996 1995

Origination fees........... $ 58.1 33.3 98.7 53.2
Servicing fees............. 69.1 53.7 127.5 102.1
Net gains on sales of
servicing rights......... 24.7 8.6 39.8 54.4
Net gains (losses) on
sales of mortgages....... 2.6 1.1 (3.1) (3.6)
Other ..................... 66.9 33.6 129.8 55.4
Total mortgage banking
non-interest income.... $221.4 130.3 392.7 261.5

Mortgage loans serviced for others are not included in the accompanying
consolidated balance sheets. The outstanding balances of serviced loans
were $168.0 billion and $100.5 billion at June 30, 1996 and 1995,
respectively, and $107.4 billion at December 31, 1995.

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

Quarter Six Months
In millions 1996 1995 1996 1995

Mortgage servicing rights:

Balance at beginning
of period............. $1,196.6 862.1 1,061.5 550.3
Originations............ 99.8 55.9 184.0 81.3
Purchases............... 917.4 62.1 1,019.9 393.5
Sales................... (0.5) (64.8) (17.4) (92.6)
Amortization............ (56.2) (24.6) (90.8) (41.5)
Other................... (0.2) (0.2) (0.3) (0.5)
2,156.9 890.5 2,156.9 890.5
Less valuation allowance (64.2) (48.7) (64.2) (48.7)
Balance at end of period.. 2,092.7 841.8 2,092.7 841.8

Excess servicing rights
receivable:

Balance at beginning
of period............. 305.7 108.4 229.4 98.9
Additions............... 116.9 34.7 205.6 61.1
Sales................... - (14.6) - (25.8)
Amortization............ (12.9) (4.8) (25.3) (9.2)
Other................... - (2.5) - (3.8)
Balance at end of period.. 409.7 121.2 409.7 121.2

Mortgage servicing
rights, net........... $2,502.4 963.0 2,502.4 963.0

14
<PAGE>

The fair value of capitalized mortgage servicing rights at June 30, 1996
was approximately $3,063.4 million, calculated using discount rates ranging
from 500 to 700 basis points over the ten-year U.S. Treasury rate.

Changes in the valuation allowance for capitalized mortgage servicing
rights for the quarters and six months ended June 30, were:

Quarter Six Months
In millions 1996 1995 1996 1995

Balance at beginning of period.............. $ 64.2 24.2 64.2 -
Provision for capitalized mortgage
servicing rights in excess of fair value.. - 24.5 - 48.7
Balance at end of period.................... $ 64.2 48.7 64.2 48.7

10. Trading Revenues

The corporation conducts trading of debt and equity securities, money
market instruments, derivative products and foreign exchange contracts to
satisfy the investment and risk management needs of its customers and those
of the corporation.

For the quarters and six months ended June 30, trading revenues were
derived from the following activities:

Quarter Six Months
In millions 1996 1995 1996 1995

Interest income:
Securities............................... $ 8.1 2.6 14.1 4.9
Swaps and other interest rate contracts.. - 1.9 - 2.9
Total interest income.................. 8.1 4.5 14.1 7.8

Non-interest income:
Gains(losses) on securities sold......... 11.5 1.9 (14.8) 3.7
Swaps and other interest rate contracts.. 14.7 0.5 23.2 3.1
Foreign exchange trading................. 2.1 2.1 4.2 3.9
Options.................................. (7.7) (4.5) (9.3) (0.2)
Futures.................................. (1.3) (1.2) 0.7 (1.3)
Total non-interest income.............. 19.3 (1.2) 4.0 9.2
Total trading revenues..................... $ 27.4 3.3 18.1 17.0

11. Derivative Activities

The corporation and its subsidiaries, as end-users, utilize various types
of derivative products (principally interest rate swaps and interest rate
caps and floors) as part of an overall interest rate risk management
strategy. See Note 15 to the audited consolidated financial statements
included in the corporation's annual report on Form 10-K for the year ended
December 31, 1995 for a detailed description of derivative products
utilized in end-user activities.

Currently, interest rate floors, futures contracts and options on futures
contracts are principally being used by the corporation in hedging its
portfolio of mortgage servicing rights. The floors provide for the receipt
of payments when interest rates are below predetermined interest rate
levels. The unrealized gains (losses) on interest rate floors and futures
contracts are included, as appropriate, in determining the fair value of
the capitalized mortgage servicing rights.

15
<PAGE>

For the six months ended June 30, 1996, end-user derivative activities
decreased interest income by $0.1 million and interest expense by $34.4
million, for a total increase to net interest income of $34.3 million. For
the same period in 1995, interest income was decreased by $2.0 million and
interest expense was increased by $0.2 million, for a total reduction to
net interest income of $2.2 million.

Activity in the notional amounts of end-user derivatives for the six months
ended June 30, 1996 is summarized as follows:

In millions December 31, Amortizations June 30,
1995 Additions and Maturities Terminations 1996

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

Generic receive fixed...... $ 2,816 2,300 (205) - 4,911

Amortizing receive fixed... 1,575 522 (97) - 2,000

Generic pay fixed.......... 330 - (30) - 300

Basis...................... 229 - (200) - 29

Total swaps.............. 4,950 2,822 (532) - 7,240

Interest rate caps
and floors................. 7,843 10,500 (6) - 18,337

Futures contracts............ - 7,162 (1,295) (2,164) 3,703

Options on futures contracts. - 11,356 (6,688) (674) 3,994

Security options............. - 2,250 (400) (200) 1,650

Total........................ $ 12,793 34,090 (8,921) (3,038) 34,924

</TABLE>

Deferred gains and losses on closed end-user derivatives were not material at
June 30, 1996 and December 31, 1995.

A key assumption in the information which follows is that rates remain constant
at June 30, 1996 levels. To the extent that rates change, both the average
notional and variable interest rate information may change.

16
<PAGE>

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

Dollars in millions

Maturity
There-
June 30, 1996 1996 1997 1998 1999 2000 after Total

<S> <C> <C> <C> <C> <C> <C> <C>
Swaps:
Generic receive fixed-
Notional value.........$ 470 650 650 1,016 225 1,900 4,911
Weighted avg.
receive rate......... 6.92% 6.77 6.34 6.81 6.33 6.42 6.58
Weighted avg. pay rate. 5.50% 5.52 5.52 5.51 5.54 5.52 5.51
Amortizing receive fixed-
Notional value.........$ 473 1,440 66 21 - - 2,000
Weighted avg.
receive rate......... 7.50% 7.50 2.89 2.89 - - 7.30
Weighted avg. pay rate. 5.48% 5.52 5.68 5.71 - - 5.52
Generic pay fixed-
Notional value.........$ - - - - - 300 300
Weighted avg.
receive rate......... -% - - - - 5.54 5.54
Weighted avg. pay rate. -% - - - - 5.89 5.89
Basis-
Notional value.........$ - - 29 - - - 29
Weighted avg.
receive rate......... -% - 4.02 - - - 4.02
Weighted avg. pay rate. -% - 3.64 - - - 3.64

Interest rate caps and
floors (1):
Notional value.........$ 10 - 1,077 2,650 6,350 8,250 18,337

Futures contracts (1)
Notional value.........$ 2,908 795 - - - - 3,703

Options on futures
contracts (1)
Notional value.........$ 3,394 600 - - - - 3,994

Security options (1)
Notional value........ $ 1,650 - - - - - 1,650

Total notional value.... $ 8,905 3,485 1,822 3,687 6,575 10,450 34,924

Total weighted avg.
rates on swaps:
Receive rate........ 7.21% 7.27 5.94 6.73 6.33 6.30 6.73

Pay rate............ 5.49% 5.52 5.46 5.52 5.54 5.57 5.52
</TABLE>

(1) Average rates are not meaningful for interest rate caps and floors,
futures contracts or options.

Note: Weighted average variable rates are based on the actual rates as of
June 30, 1996.

17
<PAGE>

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

<TABLE>
<CAPTION>
In millions Balance Sheet Category
Loans Interest- Long-
Investment and bearing term
June 30, 1996 Securities Leases Deposits Debt Other* Total

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

Pay variable
Unrealized gains......... $ - - 0.1 37.9 - 38.0
Unrealized (losses)...... - - (32.3) (90.0) (8.0) (130.3)

Pay variable net......... - - (32.2) (52.1) (8.0) (92.3)

Pay fixed
Unrealized gains......... - 4.6 12.1 - - 16.7

Basis
Unrealized gains......... 0.6 - - - - 0.6

Total unrealized gains..... 0.6 4.6 12.2 37.9 - 55.3
Total unrealized (losses).. - - (32.3) (90.0) (8.0) (130.3)

Total net................ $ 0.6 4.6 (20.1) (52.1) (8.0) (75.0)

Interest rate caps and floors:

Unrealized gains........... $ - - - - 8.3 8.3
Unrealized (losses)........ (0.2) - (0.3) (0.1) (92.6) (93.2)

Total net................ $ (0.2) - (0.3) (0.1) (84.3) (84.9)

Futures contracts:

Unrealized gains........... $ - - - - 13.2 13.2

Options on futures contracts:

Unrealized gains........... $ - 0.5 - - 5.8 6.3
Unrealized (losses)........ - (0.2) - - (5.8) (6.0)

Total net................ $ - 0.3 - - - 0.3

Security options:

Unrealized gains........... $ - 2.0 - - - 2.0
Unrealized (losses)........ - (0.9) - - - (0.9)

Total net................ $ - 1.1 - - - 1.1

Grand total
unrealized gains......... $ 0.6 7.1 12.2 37.9 27.3 85.1
Grand total
unrealized (losses)...... (0.2) (1.1) (32.6) (90.1) (106.4) (230.4)

Grand total net............ $ 0.4 6.0 (20.4) (52.2) (79.1) (145.3)

*Includes $27.3 million in gains and $106.4 million in losses on floors, futures and swaps
hedging mortgage servicing rights.

</TABLE>
18
<PAGE>

As a result of interest rate fluctuations, off balance-sheet derivatives
have unrealized appreciation or depreciation in market values as compared
with their cost. As these derivatives hedge certain assets and liabilities
of the corporation, as noted in the table above, there has been offsetting
unrealized appreciation and depreciation in the assets and liabilities
hedged.

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, 1996,
the corporation had forward contracts totaling $15.8 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.

At June 30, 1996, the corporation's trading account portfolio included
written options of $1.0 billion notional value, which are valued at market
with any gains or losses recognized currently.

12. 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. Transactions
completed in the six months ended June 30, 1996 include:

<TABLE>
<CAPTION>
In millions, except share amounts Common
Cash Shares Method of
Date Assets Paid Issued Accounting
<S> <C> <C> <C> <C> <C>
The Bank of Robstown, N.A.,
Robstown, Texas (B)........ January 12 $ 71.4 $ 9.5 - Purchase
AMFED Financial, Inc.,
Reno, Nevada (B)........... January 18 1,518.8 - 6,046,636 Pooling of
interests*
Irene Bancorporation, Inc.,
Viborg, South Dakota (B)... January 31 39.7 7.1 - Purchase
Canton Bancshares, Inc.,
Canton, Illinois (B).......February 15 49.7 - 279,270 Purchase
Henrietta Bancshares, Inc.,
Henrietta, Texas (B)....... March 12 164.0 24.4 - Purchase
Victoria Bankshares, Inc.,
Victoria, Texas (B)........ April 11 1,918.7 - 8,510,801 Pooling of
interests*
Prudential Home Mortgage
Company, Inc. (M)......... May 7 3,335.6 3,335.6 - Purchase
of assets
Cardinal Credit Corporation,
Lexington, Kentucky (F).... May 13 34.2 33.6 - Purchase
of assets
Benson Financial
Corporation, San Antonio,
Texas (B).................. May 31 463.8 - 2,044,035 Pooling of
interests*
Regional Bank of Colorado,
Rifle, Colorado (B)........ June 1 56.0 - 354,967 Purchase
AmeriGroup, Incorporated,
Minneapolis, Minnesota (B). June 4 155.1 - 916,200 Purchase
Union Texas Bancorporation,
Inc., Laredo, Texas (B).... June 27 245.0 - 395,029 Purchase
$8,052.0 $3,410.2 18,546,938

* Pooling of interests transactions were not material to the corporation's
consolidated financial statements; accordingly, previously reported results
have not been restated.
(B) - Banking Group; (M) - Mortgage Banking; (F) - Norwest Financial.

</TABLE>
19
<PAGE>

At June 30, 1996, the corporation had seven other pending acquisitions with
total assets of approximately $2.1 billion, and it is anticipated that cash
of $251.5 million and approximately 1.6 million common shares will be
issued upon completion of these acquisitions. Pending acquisitions include
PriMerit Bank, a $1.8 billion bank in Las Vegas, Nevada (consummated July
19, 1996).

The pending acquisitions, subject to approval by regulatory agencies, are
expected to be completed by the end of 1996 and are not individually
significant to the financial statements of the corporation.

20
<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 1995 Annual Report on Form 10-K.

EARNINGS PERFORMANCE

The corporation reported net income of $285.4 million for the quarter ended
June 30, 1996, a 21.8 percent increase over the $234.3 million earned in
the second quarter of 1995. Fully diluted earnings per share were 76
cents, compared with 67 cents in the second quarter of 1995, an increase of
13.4 percent. Return on realized common equity was 22.1 percent and return
on assets was 1.50 percent for the second quarter of 1996, compared with
22.6 percent and 1.48 percent, respectively, in the second quarter of 1995.

For the six months ended June 30, 1996, net income was $556.8 million, or
$1.50 per fully diluted common share, an increase of 23.4 percent and 13.6
percent, respectively, over the $451.1 million or $1.32 per common share
earned in the first six months of 1995. Return on realized common equity
was unchanged from the prior year at 22.4 percent and return on assets was
1.50 percent, compared with 1.47 percent for the same period a year ago.

ORGANIZATIONAL EARNINGS

The organizational earnings of the corporation's primary business segments
for the three and six months ended June 30, 1996 and 1995 are included in
Note 8 to the unaudited consolidated financial statements for the quarter
ended June 30, 1996 and are discussed in the following paragraphs.

Banking Group

The Banking Group reported second quarter 1996 earnings of $189.3 million,
a 28.8 percent increase over the second quarter 1995 earnings of $146.9
million. For the six months ended June 30, 1996, earnings increased 29.0
percent to $370.5 million compared with $287.0 million for the same period
in 1995. The increased earnings in the first six months of 1996 reflected
a 14.5 percent increase in tax-equivalent net interest income to $1,248.9
million, due to a 10.0 percent increase in average earning assets and a 26
basis point increase in net interest margin. The Banking Group's provision
for credit losses for the six months ended June 30, 1996 increased $2.1
million to $61.9 million from a year earlier, as average loans and leases
rose $1.9 billion, or 6.6 percent, while net charge-offs as a percent of
average loans and leases remained essentially unchanged at 0.41 percent.
Non-interest income rose $220.7 million to $680.7 million for the first
half of 1996, due to gains on sales of credit card receivables and
increased venture capital gains and fee income. The Banking Group also
recorded investment securities losses of $44.7 million in the six months
ended June 30, 1996, compared with losses of $26.0 million in the same
period last year. Non-interest expenses of $1,272.6 million for the first
half of 1996 were $208.3 million higher when compared with the first six
months of 1995, reflecting writedowns of goodwill and other intangibles and
additional operating expenses related to acquired companies. These
increases were partially offset by reduced pension benefits expense.

21
<PAGE>

Mortgage Banking

Mortgage Banking earned $30.7 million in the current quarter compared with
$26.4 million in the second quarter of 1995. For the first six months of
1996, Mortgage Banking earned $61.1 million compared with $47.5 million in
the same period of 1995. See Note 9 to the unaudited consolidated
financial statements for the quarter ended June 30, 1996 for a detailed
analysis of mortgage banking revenues for the three and six months ended
June 30, 1996 and 1995.

The growth in Mortgage Banking earnings reflects the continued growth in
mortgage loan fundings and the servicing portfolio, partially offset by a
decrease in combined gains on sales of mortgages and servicing rights.
Such combined gains totaled $36.7 million in the first half of 1996
compared with $50.8 million in the same period a year ago. Mortgage loan
originations amounted to $14.9 billion during the second quarter, and
totaled $26.6 billion for the first half of 1996, compared with $7.7
billion and $12.3 billion, respectively, in the comparable periods in 1995.
Increases in volume were attributable in part to the acquisition of
substantially all the assets of Prudential Home Mortgage Company, Inc. in
May 1996, including $47 billion of its mortgage servicing portfolio.
Mortgage Banking capitalized $184.0 million of mortgage servicing rights in
the first six months of 1996, representing 124 basis points of originated
mortgage loans, compared with $81.3 million for the first six months of
1995. Amortization of capitalized mortgage servicing rights, including
excess servicing rights, was $116.1 million for the six months ended June
30, 1996, compared with $50.7 million for the six months ended June 30,
1995. The servicing portfolio totaled $168.0 billion at June 30, 1996,
compared with $107.4 billion at year-end 1995 and currently has a weighted
average coupon of 7.74 percent.

Norwest Financial

Norwest Financial (including Norwest Financial Services, Inc. and Island
Finance) reported earnings of $65.4 million in the second quarter of 1996,
compared with $61.0 million in the second quarter of 1995, an increase of
7.2 percent. For the first six months of 1996, Norwest Financial's net
income was $125.2 million, up 7.5 percent from the first six months of
1995. The growth in earnings reflected a 23.7 percent increase in Norwest
Financial's tax-equivalent net interest income as average finance
receivables grew 23.4 percent from the first half of 1995, due in part to
the May 1995 acquisition of Island Finance. The increase in earnings was
partially offset by a higher provision for credit losses. Norwest
Financial's net charge-offs in the first six months of 1996 were $108.1
million compared with $64.8 million in the same period in 1995. The
increase in charge-offs was due to higher domestic consumer credit losses
as well as to Island Finance.

CONSOLIDATED INCOME STATEMENT ANALYSIS

Net Interest Income

Consolidated tax-equivalent net interest income was $924.5 million in the
second quarter of 1996, compared with $806.6 million in the second quarter
of 1995, an increase of 14.6 percent. For the first six months of 1996,
tax-equivalent net interest income increased 16.9 percent from the same
period in 1995 to $1,822.8 million. Growth in tax-equivalent net interest
income over the second quarter of 1995 was a result of a 17.1 percent
growth in average earning assets and lower borrowing costs. Net interest
margin, the ratio of annualized tax-equivalent net interest income to

22
<PAGE>

average earning assets, was 5.54 percent in the second quarter of 1996,
compared with 5.66 percent in the second quarter of 1995. The decrease
was principally the result of strong growth in lower-yielding earning
assets in the Banking Group and in Mortgage Banking, and the sale of $0.9
billion of higher-yielding credit card receivables in May 1996. Net
interest margin was 5.62 percent for the six months ended June 30, 1996, up
slightly from 5.58 percent for the first half of 1995. The following table
summarizes changes in tax-equivalent net interest income between the
quarters ended June 30 and March 31 and the six months ended June 30.

Changes in Tax-Equivalent Net Interest Income*
In millions 2Q 96 2Q 96 6 Mos. 96
over over over
2Q 95 1Q 96 6 Mos. 95
Increase (decrease) due to:
Change in earning asset volume ............ $137.1 50.1 250.2
Change in volume of interest-free funds ... (16.3) (3.6) (30.6)
Change in net return from
Interest-free funds ...................... (9.7) (2.4) (11.3)
Interest-bearing funds ................... 56.1 (1.4) 131.1
Change in earning asset mix ............... (43.9) (15.6) (59.8)
Change in funding mix ..................... (5.4) (0.9) (15.4)
Change in tax-equivalent net interest income. $117.9 26.2 264.2

* Net interest income is presented on a tax-equivalent basis utilizing a
federal incremental tax rate of 35 percent in each period presented.

Provision for Credit Losses

The corporation provided $87.4 million for credit losses in the second
quarter of 1996, compared with $74.7 million in the same period a year ago.
Net credit losses totaled $83.9 million and $74.4 million for the three
months ended June 30, 1996 and 1995, respectively. As a percentage of
average loans and leases, net credit losses were 0.88 percent in the second
quarter of 1996, compared with 0.84 percent in the same period a year ago.

For the first six months of 1996, the provision for credit losses totaled
$175.2 million, compared with $130.0 million in the first six months of
1995. Net credit losses were $169.4 million, or 0.91 percent of average
loans and leases, for the six months ended June 30, 1996, compared with
$122.4 million, or 0.72 percent, for the same period in 1995.

Non-interest Income

Consolidated non-interest income was $646.6 million in the second quarter
of 1996, an increase of $199.2 million, or 44.5 percent, from the second
quarter of 1995. In the second quarter of 1996, the corporation recorded
gains on the disposition of credit card receivables held for sale of $33.5
million. For the six months ended June 30, 1996, non-interest income was
up $361.4 million to $1,203.6 million, an increase of 42.9 percent over
1995. The increase was primarily due to higher levels of fee income and
trust revenues, mortgage banking revenues, and net venture capital gains,
partially offset by investment securities losses.

Net venture capital gains were $65.5 million for the three months and
$132.0 million for the six months ended June 30, 1996, compared with $4.8
million and $26.4 million, respectively, for the same periods in 1995.
Sales of venture capital securities generally relate to timing of holdings
becoming publicly traded and subsequent market conditions, causing venture

23
<PAGE>

capital gains to be unpredictable in nature. Net unrealized appreciation
in the venture capital investment portfolio was $248.0 million at June 30,
1996. Net investment securities losses of $45.8 million were recorded in
the second quarter of 1996 compared with net gains of $9.3 million in the
second quarter of 1995. For the six months ended June 30, 1996 and 1995,
net investment securities losses totaled $44.1 million and $25.9 million,
respectively.

Mortgage banking revenues in the second quarter of 1996 were $221.4
million, compared with $130.3 million in the second quarter of 1995. For
the six months ended June 30, 1996, mortgage banking revenues were $392.7
million, compared with $261.5 million for the first half of 1995. The
increases for both the quarter and the first six months were principally
due to increased levels of originations and servicing fees, while the
second quarter of 1996 benefited from additional gains on sales of
servicing rights. Future sales of servicing rights are largely dependent
upon portfolio characteristics and prevailing market conditions. See Note 9
to the unaudited consolidated financial statements for the quarter ended
June 30, 1996 for a detailed analysis of mortgage banking revenues for the
three and six months ended June 30, 1996 and 1995.

Non-interest Expenses

Consolidated non-interest expenses in the second quarter of 1996 were
$1,015.8 million, an increase of $193.8 million or 23.6 percent over the
second quarter of 1995. During the second quarter of 1996, the corporation
recorded writedowns of goodwill and other intangibles of $58.6 million
before taxes, which represent $50.6 million after taxes since $35.7 million
of the writedown is not tax deductible. Second quarter 1996 results also
reflect higher levels of operating expenses associated with acquisitions.
There were $17.2 million of acquisition-related special charges taken in
conjunction with acquisitions closed within the quarter. These increases
in expenses were partially offset by the year-to-date effect of reduced
pension benefits expense of $26.6 million resulting from a change in
pension assumptions. For the six months ended June 30, 1996, non-interest
expenses were up $382.0 million to $1,963.2 million, an increase of 24.2
percent over the six months ended June 30, 1995, and primarily reflect
increased expenses related to acquisitions.

Income Taxes

The effective income tax rate for the first half of 1996 was 36.2 percent,
which reflects the non-deductible intangible writedowns during the second
quarter. Excluding the effect of those writedowns, the effective income tax
rate was 34.8 percent for the six months ended June 30, 1996.

CONSOLIDATED BALANCE SHEET ANALYSIS

At June 30, 1996, earning assets were $67.5 billion, an increase of 7.5
percent from $62.8 billion at December 31, 1995. This increase was primarily
due to a 6.9 percent increase in net loans and a 12.7 percent increase in
total investment securities. The increase in mortgage servicing rights of
$1.3 billion since December 31, 1995, included $0.8 billion from the
Prudential acquisition, with the remaining increase due to higher levels of
originations.

At June 30, 1996, interest-bearing liabilities totaled $57.1 billion, an 8.6
percent increase from $52.6 billion at December 31, 1995. The increase was
primarily due to increases in interest-bearing deposits.

24
<PAGE>

Credit Quality

The major categories of loans and leases are included in Note 4 to the
unaudited consolidated financial statements for the quarter ended June 30,
1996.

At June 30, 1996, the allowance for credit losses totaled $1,008.9 million,
or 2.61 percent of loans and leases outstanding. Comparable amounts were
$854.6 million, or 2.36 percent, at June 30, 1995, and $917.2 million, or
2.54 percent, at December 31, 1995. The ratio of the allowance for credit
losses to total non-performing assets and 90-day past due loans and leases
was 316.7 percent at June 30, 1996, compared with 345.7 percent at June 30,
1995 and 307.9 percent at December 31, 1995.

Although it is impossible for any lender to predict future credit losses
with complete accuracy, management monitors the allowance for credit losses
with the intent to provide for all losses that can reasonably be
anticipated based on current conditions. The corporation maintains the
allowance for credit losses as a general allowance available to cover
future credit losses within the entire loan and lease portfolio and other
credit-related risks. However, management has prepared an allocation of
the allowance based on its views of risk characteristics of the portfolio.
This allocation of the allowance for credit losses does not represent the
total amount available for actual future credit losses in any single
category nor does it prohibit future credit losses from being absorbed by
portions of the allowance allocated to other categories or by the
unallocated portion.

The allocation of the allowance for credit losses to major categories of
loans at June 30, 1996 and December 31, 1995 was:

June 30, December 31,
1996 1995

Commercial .................... $ 233.8 186.4
Consumer ...................... 288.8 276.5
Real estate ................... 166.2 171.8
Foreign ....................... 27.0 27.0
Unallocated ................... 293.1 255.5
Total ...................... $1,008.9 917.2

Non-performing assets and 90-day past due loans and leases totaled $318.6
million, or 0.41 percent of total assets, at June 30, 1996, compared with
$247.3 million, or 0.37 percent, at June 30, 1995, and $297.9 million, or
0.41 percent, at December 31, 1995. Non-performing loans increased because
of acquisitions by $31.6 million and $52.1 million from December 31, 1995
and June 30, 1995, respectively.

The corporation manages exposure to credit risk through loan portfolio
diversification by customer, product, industry and geography in order to
minimize concentrations in any single sector.

The corporation's Banking Group operates in 16 states, largely in the
Midwest, Southwest and Rocky Mountain regions of the country. Distribution
of average loans by region during the first half of 1996 was approximately
59 percent in the North Central Midwest, 13 percent in the South Central
Midwest and 28 percent in the Rocky Mountain/Southwest region.

Norwest Card Services, Norwest Mortgage and Norwest Financial operate on a
nationwide basis. With respect to credit card receivables, approximately
61 percent of the portfolio is within the 16-state Norwest banking region.

25
<PAGE>

Minnesota and Iowa represent approximately 12 percent and 10 percent of
the total outstanding credit card portfolio, respectively. No other state
accounts for more than 10% of the portfolio.

Norwest Mortgage operates in all 50 states, representing the largest retail
mortgage origination network in the country. Norwest Financial engages in
consumer finance activities in 47 states, all 10 Canadian provinces, the
Caribbean, Central America and Guam.

In general, the economy in regions of the U.S. where the corporation
primarily conducts operations continues to reflect modest growth. The
corporation's credit-risk management policies and activities as well as the
geographical diversification of the corporation's Banking Group (including
Norwest Card Services), Mortgage Banking, and Norwest Financial help
mitigate the credit risk in their respective portfolios.

Capital

The corporation's regulatory capital and ratios are summarized as follows:

June 30, December 31,
1996 1995

Tier 1 capital............................ $ 4,553 3,994
Tier 1 and Tier 2 capital................. 5,602 5,012
Total risk adjusted assets................ 53,410 49,255
Tier 1 capital ratio...................... 8.53% 8.11
Total capital to risk adjusted assets..... 10.49% 10.18
Leverage ratio............................ 6.09% 5.65

The corporation's Tier 1 capital, total capital to risk-adjusted assets and
leverage ratios compare favorably to regulatory minimums of 4.0 percent,
8.0 percent and 3.0 percent, respectively.

The corporation's dividend payout ratio was 35.5 percent for the second
quarter of 1996 compared with 30.9 percent for the second quarter of 1995.

On July 23, 1996, the corporation's board of directors approved the Norwest
Corporation Best Practices PartnerShares Plan, a broad-based employee stock
option plan. In conjunction with the Plan's approval, options for
approximately 4.8 million shares were granted with an exercise price of
$33.125 per share. Options are generally exercisable upon the earlier of
July 24, 2001, or the first date the market value of the corporation's
common stock exceeds $60 per share.

26
<PAGE>

Norwest Corporation and Subsidiaries
CONSOLIDATED AVERAGE BALANCE SHEETS AND RELATED YIELDS AND RATES

<TABLE>
<CAPTION>
Quarter Ended June 30,
In millions, except ratios 1996 1995
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..... $ 790 $ 10.0 5.14% $ 408 $ 6.1 6.15%
Trading account securities... 498 8.2 6.66 165 4.6 11.27
Investment securities
U.S. Treasury & federal
agencies................. - - - 28 0.4 5.16
State, municipal and
housing tax-exempt....... - - - 695 17.7 10.15
Other...................... 839 10.0 4.73 661 8.8 5.33
Total.................... 839 10.0 4.73 1,384 26.9 7.75

Investment securities available
for sale
U.S. Treasury & federal
agencies................. 1,214 19.8 6.52 993 16.1 6.56
State, municipal and
housing tax-exempt....... 877 19.4 9.07 121 2.3 7.59
Mortgage-backed............ 13,527 248.1 7.31 12,133 226.6 7.44
Other...................... 1,209 12.0 6.13 662 7.7 6.23
Total.................... 16,827 299.3 7.29 13,909 252.7 7.33

Loans held for sale.......... 2,970 66.0 8.94 2,202 47.5 8.65
Mortgages held for sale...... 7,160 133.3 7.45 3,657 74.9 8.19
Loans and leases
(net of unearned discount)
Commercial................. 12,738 287.4 9.07 10,654 246.0 9.26
Real estate................ 13,447 324.5 9.65 13,212 309.0 9.36
Consumer................... 11,864 444.3 15.02 11,578 429.8 14.87
Total loans and leases... 38,049 1,056.2 11.13 35,444 984.8 11.13
Allowance for credit losses (991) (851)
Net loans and leases..... 37,058 34,593

Total earning assets
(before the allowance for
credit losses)........... 67,133 1,583.0 9.50 57,169 1,397.5 9.81

Cash and due from banks...... 3,632 3,155
Other assets................. 6,938 4,232
Total assets............... $76,712 $63,705

(Continued on page 28)

</TABLE>
27
<PAGE>

Norwest Corporation and Subsidiaries
CONSOLIDATED AVERAGE BALANCE SHEETS AND RELATED YIELDS AND RATES

(Continued from page 27)

Liabilities and
Stockholders' Equity

Noninterest-bearing deposits. $11,926 $ - -% $ 9,526 $ - -%

Interest-bearing deposits
Savings and NOW accounts... 5,907 26.0 1.77 4,879 24.8 2.04
Money market accounts...... 11,933 86.9 2.93 10,562 84.6 3.21
Savings certificates....... 12,336 166.7 5.44 10,771 144.2 5.37
Certificates of deposit
and other time........... 2,772 39.0 5.66 1,785 25.8 5.80
Foreign time............... 605 7.6 5.05 275 3.8 5.54
Total interest-bearing
deposits............... 33,553 326.2 3.91 28,272 283.2 4.02
Federal funds purchased &
repurchase agreements...... 3,143 37.8 4.83 3,345 49.5 5.94
Short-term borrowings........ 5,843 78.8 5.43 4,237 66.1 6.25
Long-term debt............... 14,279 215.7 6.04 11,603 192.1 6.62

Total interest-bearing
liabilities............ 56,818 658.5 4.65 47,457 590.9 4.99

Other liabilities............ 2,393 2,145
Preferred stock.............. 188 530
Common stockholders' equity.. 5,387 4,047
Total liabilities and
stockholders' equity... $76,712 $63,705

Net interest income
(tax-equivalent basis)... $924.5 $ 806.6

Yield spread............... 4.85 4.82

Net interest margin........ 5.54 5.66

Interest-bearing liabilities
to earning assets........ 84.64 83.01

</TABLE>

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

28
<PAGE>

Norwest Corporation and Subsidiaries
CONSOLIDATED AVERAGE BALANCE SHEETS AND RELATED YIELDS AND RATES

<TABLE>
<CAPTION>
Six Months Ended June 30,
In millions, except ratios 1996 1995
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..... $ 674 $ 17.8 5.34% $ 688 $ 20.0 5.89%
Trading account securities... 448 14.3 6.43 153 8.0 10.57
Investment securities
U.S. Treasury & federal
agencies................. - - - 28 0.7 4.83
State, municipal and
housing tax-exempt....... - - - 698 36.0 10.30
Other...................... 818 18.9 4.61 614 15.2 4.95
Total.................... 818 18.9 4.61 1,340 51.9 7.73

Investment securities available
for sale
U.S. Treasury & federal
agencies................. 1,173 37.1 6.38 1,024 34.3 6.73
State, municipal and
housing tax-exempt....... 858 37.8 9.14 115 4.4 7.41
Mortgage-backed............ 12,930 473.2 7.36 12,267 461.4 7.39
Other...................... 1,071 22.9 6.64 543 14.7 7.10
Total.................... 16,032 571.0 7.35 13,949 514.8 7.33

Loans held for sale.......... 3,205 153.2 9.61 2,178 93.0 8.61
Mortgages held for sale...... 6,752 241.7 7.16 3,243 132.1 8.15
Loans and leases
(net of unearned discount)
Commercial................. 12,512 567.3 9.11 10,281 471.9 9.25
Real estate................ 13,266 647.5 9.76 12,891 593.1 9.20
Consumer................... 11,756 882.8 15.05 11,166 809.0 14.55
Total loans and leases... 37,534 2,097.6 11.20 34,338 1,874.0 10.96
Allowance for credit losses (971) (831)
Net loans and leases..... 36,563 33,507

Total earning assets
(before the allowance for
credit losses)........... 65,463 3,114.5 9.61 55,889 2,693.8 9.65

Cash and due from banks...... 3,592 3,115
Other assets................. 6,423 3,895
Total assets............... $74,507 $62,068

(Continued on page 30)

</TABLE>
29
<PAGE>

Norwest Corporation and Subsidiaries
CONSOLIDATED AVERAGE BALANCE SHEETS AND RELATED YIELDS AND RATES

(Continued from page 29)

Six Months Ended June 30,
In millions, except ratios 1996 1995
Interest Average Interest Average
Average Income/ Yields/ Average Income/ Yields/
Balance Expense* Rates* Balance Expense* Rates*
<S> <C> <C> <C> <C> <C> <C>

Liabilities and
Stockholders' Equity

Noninterest-bearing deposits. $11,546 $ - -% $ 9,225 $ - -%

Interest-bearing deposits
Savings and NOW accounts... 5,710 50.2 1.77 4,837 49.9 2.08
Money market accounts...... 11,709 171.5 2.94 10,481 165.0 3.17
Savings certificates....... 12,081 329.4 5.48 10,524 274.2 5.25
Certificates of deposit
and other time........... 2,641 74.7 5.69 1,667 46.6 5.64
Foreign time............... 422 10.4 4.95 512 14.6 5.74
Total interest-bearing
deposits............... 32,563 636.2 3.93 28,021 550.3 3.96
Federal funds purchased &
repurchase agreements...... 3,156 78.9 5.02 3,588 104.4 5.87
Short-term borrowings........ 5,472 148.5 5.46 4,011 124.0 6.23
Long-term debt............... 13,984 428.1 6.12 10,846 356.5 6.57

Total interest-bearing
liabilities............ 55,175 1,291.7 4.70 46,466 1,135.2 4.91

Other liabilities............ 2,362 2,052
Preferred stock.............. 189 531
Common stockholders' equity.. 5,235 3,794
Total liabilities and
stockholders' equity... $74,507 $62,068

Net interest income
(tax-equivalent basis)... $1,822.8 $1,558.6

Yield spread............... 4.91 4.74

Net interest margin........ 5.62 5.58

Interest-bearing liabilities
to earning assets........ 84.28 83.14

</TABLE>

30
<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 23,
1996. There were 358,395,538 shares of common stock outstanding and
entitled to vote at said meeting; and a total 294,844,134 (82.27%) shares
were present at the meeting in person or by proxy. The stockholders voted
to approve an amendment to the corporation's 1985 Long-Term Incentive
Compensation Plan to increase the number of shares available for awards by
17,500,000, to limit the number of shares that may be subject to stock
options or stock appreciation rights granted to any employee in a calendar
year, to permit the Human Resources Committee to extend the exercise period
for stock options and stock appreciation rights following a holder's death,
permanent disability, or retirement to a date no later than the original
expiration date, and to eliminate a stated expiration date for the Plan
(266,339,795 for, 24,916,679 against, 3,587,660 abstained and no broker
non-votes); an amendment to the Directors' Formula Stock Award Plan to
award non-employee directors annually shares of common stock with a value
equal to the annual cash retainer and to provide for a one-time award under
the Plan for 1996 (270,039,303 for, 20,985,822 against, 3,819,009 abstained
and no broker non-votes); and ratified the appointment of KPMG Peat Marwick
LLP to audit the books of the corporation for the year ending December 31,
1996 (292,423,829 for, 976,213 against, 1,444,092 abstained and no broker
non-votes).

In addition, 14 nominees were elected directors of the corporation, as
follows:
Shares FOR Shares WITHHELD

David A. Christensen 293,795,273 1,048,861
Gerald J. Ford 291,991,332 2,852,802
Pierson M. Grieve 293,775,649 1,068,485
Charles M. Harper 293,619,299 1,224,835
William A. Hodder 293,713,387 1,130,747
Lloyd P. Johnson 293,813,775 1,030,359
Reatha Clark King 293,741,280 1,102,854
Richard M. Kovacevich 293,908,706 935,428
Richard S. Levitt 293,895,291 948,843
Richard D. McCormick 292,878,499 1,965,635
Cynthia H. Milligan 291,838,025 3,006,109
Benjamin F. Montoya 293,612,567 1,231,567
Ian M. Rolland 293,726,914 1,117,220
Michael W. Wright 293,702,464 1,141,670

31
<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). Long-Term Incentive Compensation Plan (as amended 34
effective April 23, 1996
10(b). Directors' Formula Stock Award Plan (as amended 45
effective April 23, 1996)
11. Computation of Earnings Per Share 49
12(a). Computation of Ratio of Earnings to Fixed Charges 51
12(b). Computation of Ratio of Earnings to Fixed Charges
and Preferred Stock Dividends 52

(b) Reports on Form 8-K.

The corporation filed a Current Report on Form 8-K, dated April 17,
1996, reporting consolidated operating results of the corporation for
the quarter ended March 31, 1996.

The corporation filed a Current Report on Form 8-K, dated April 30,
1996, placing on file a description of its common stock, par value
$1-2/3 per share.

32
<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 13, 1996 By /s/ Michael A. Graf
Senior Vice President
and Controller
(Chief Accounting Officer)

33
<PAGE>

Exhibit 10(a).

LONG-TERM INCENTIVE COMPENSATION PLAN
(As amended effective April 23, 1996)

1. Purpose. The purpose of Norwest Corporation's Long-Term Incentive
Compensation Plan (the "Plan") is to motivate key employees to produce a
superior return to the stockholders of Norwest Corporation by offering
them an opportunity to participate in stockholder gains, by facilitating
stock ownership and by rewarding them for achieving a high level of
corporate financial performance. The Plan is also intended to
facilitate recruiting and retaining talented executives for key
positions by providing an attractive capital accumulation opportunity.

2. Definitions.

2.1 The following terms, whenever used in this Plan, shall have the
meanings set forth below:

(a) "Affiliate" means any corporation, a majority of the voting
stock or membership interests of which is directly or indirectly owned
by the Corporation, and any partnership designated by the Committee in
which such a corporation is a partner.

(b) "Award" means a grant made under this Plan in the form of
Performance Shares, Restricted Stock, Stock Options, Performance Units,
Stock Appreciation Rights, or Stock.

(d) "Committee" means a committee of at least three members of the
Board who are not eligible, and have not at any time within one year
prior to service on the Committee been eligible, to receive any Award
under the Plan or under any other benefit plan of the Corporation or any
of its Affiliates entitling the participants therein to acquire stock,
stock options or stock appreciation rights of the Corporation or any of
its Affiliates.

(e) "Corporation" means Norwest Corporation.

(f) "Employee" means a regular salaried employee (including an
officer or director who is also an employee) of the Corporation or an
Affiliate.

(g) "Fair Market Value" as of any date means the average of the
highest and lowest price of a share of Stock as reported by the
consolidated tape of the New York Stock Exchange for that date. If

34
<PAGE>

there are no Stock transactions reported for said date, the
determination of said average shall be made as of the last immediately
preceding date on which Stock transactions were reported by said
consolidated tape.

(h) "Incentive Stock Option" means any Option designated as such and
granted in accordance with the requirements of Section 422A of the
Internal Revenue Code of 1986, as amended.

(i) "Non-Qualified Stock Option" means an Option other than an
Incentive Stock Option.

(j) "Option" means a right to purchase Stock.

(k) "Participant" means a person designated by the Committee to
receive an Award under the Plan who is an Employee at the time of such
designation.

(l) "Performance Cycle" means the period of time of not fewer than
two years nor more than five years as specified by the Committee over
which Performance Shares or Performance Units are to be earned.

(m) "Performance Shares" means an Award made pursuant to Section 6
which entitles a Participant to receive Shares, their cash equivalent or
a combination thereof based on the achievement of performance targets
during a Performance Cycle.

(n) "Performance Units" means an Award made pursuant to Section 6
which entitles a Participant to receive cash, Stock or a combination
thereof based on the achievement of performance targets during a
Performance Cycle.

(o) "Plan" means this Long-Term Incentive Compensation Plan, as
amended from time to time.

(p) "Restricted Stock" means Stock granted under Section 7 that is
subject to restrictions imposed pursuant to said Section.

(q) "Retirement" means retirement which entitles a Participant to a
benefit under Section 6.1 or Section 6.2 of the Norwest Corporation
Pension Plan or under Section 4.1 or Section 4.2 of the Norwest
Financial Pension Plan as said sections may be amended from time to
time.

(r) "Share" means a share of Stock.

(s) "Stock" means the common stock, $1-2/3 par value per share, of
the Corporation.

35
<PAGE>

(t) "Stock Appreciation Right" means the right to receive a payment
in cash or in Stock or a combination thereof in an amount equal to the
excess of the Fair Market Value of the Stock at the time of exercise
over the Fair Market Value of the Stock at the time of grant.

(u) "Successor" means the legal representative of the estate of a
deceased Participant or the person or persons who may acquire the right
to exercise an Option or to receive Shares issuable in satisfaction of
an Award, by bequest or inheritance.

(v) "Term" means the period during which an Option or Stock
Appreciation Right may be exercised or the period during which the
restrictions placed on Restricted Stock are in effect.

2.2 Gender and Number. Except when otherwise indicated by context,
reference to the masculine gender shall include, when used, the feminine
gender and any term used in the singular shall also include the plural.

3. Administration. The Plan shall be administered by the Committee.
Subject to the provisions of the Plan, the Committee shall have
exclusive power to determine when and to whom Awards will be granted,
the form of each Award, the amount of each Award, and any other terms or
conditions of each Award. The Committee's interpretation of the Plan
and of any Awards made under the Plan shall be final and binding on all
persons with an interest therein. The Committee shall have the
authority, subject to the provisions of the Plan, to establish, adopt
and revise rules and regulations relating to the Plan as it may deem
necessary or advisable for the administration of the Plan.

4. Shares Available Under the Plan; Limitation on Awards. The maximum
number of Shares that may be issued under this Plan on and after April
23, 1996 (in addition to Shares which prior to April 23, 1996 were
subject to Awards) shall not exceed the sum of (i) the number of Shares
available for, but not yet subject to, an Award as of April 23, 1996,
plus (ii) 17,500,000 Shares. These Shares may consist, in whole or in
part, of authorized but unissued Stock or treasury Stock not reserved
for any other purpose. Any Shares subject to the terms and conditions
of an Award under this Plan which are forfeited or not issued because
the terms and conditions of the Award are not met or for which payment
is not made in Stock and any Shares which are used for full or partial
payment of the purchase price of Shares with respect to which an Option
is exercised may again be used for an Award under the Plan. No Employee
may be awarded in any calendar year Options or Stock Appreciation Rights
covering an aggregate of more than 3,500,000 Shares.

5. Participation. Participation in the Plan shall be limited to key
Employees of the Corporation or an Affiliate selected by the Committee.
Participation is entirely at the discretion of the Committee, and is not
automatically continued after an initial period of participation.

36
<PAGE>
6. Performance Shares and Performance Units. An Award of Performance
Shares or Performance Units under the Plan shall entitle the Participant
to future payments or Shares or a combination thereof based upon the
achievement of pre-established performance targets.

6.1 Amount of Award. The Committee shall establish a maximum amount
of a Participant's Award, which amount shall be denominated in Shares in
the case of Performance Shares or in dollars in the case of Performance
Units.

6.2 Communication of Award. Written notice of the maximum amount of
a Participant's Award and the Performance Cycle determined by the
Committee shall be given to a Participant as soon as practicable after
approval of the Award by the Committee.

6.3 Amount of Award Payable. The Committee shall establish maximum
and minimum performance targets to be achieved during the applicable
Performance Cycle. Performance targets established by the Committee
shall relate to corporate, group, unit or individual performance and may
be established in terms of earnings, growth in earnings, ratios of
earnings to equity or assets, or such other measures or standards
determined by the Committee. Multiple performance targets may be used
and the components of multiple performance targets may be given the same
or different weighting in determining the amount of an Award earned, and
may relate to absolute performance or relative performance measured
against other groups, units, individuals or entities. Achievement of
the maximum performance target shall entitle the Participant to payment
(subject to Section 6.5) at the full or maximum amount specified with
respect to the Award; provided, however, that notwithstanding any other
provisions of this Plan, in the case of an Award of Performance Shares
the Committee in its discretion may establish an upper limit on the
amount payable (whether in cash or Stock) as a result of the achievement
of the maximum performance target. The Committee may also establish
that a portion of a full or maximum amount of a Participant's Award will
be paid (subject to Section 6.5) for performance which exceeds the
minimum performance target but falls below the maximum performance
target applicable to such Award.

6.4 Adjustments. At any time prior to payment of a Performance
Share or Performance Unit Award, the Committee may adjust previously
established performance targets or other terms and conditions to reflect
events such as changes in law, regulation, or accounting practice, or
mergers, acquisitions or divestitures.

6.5 Payment of Awards. Following the conclusion of each Performance
Cycle, the Committee shall determine the extent to which performance
targets have been attained, and the satisfaction of any other terms and
conditions with respect to an Award relating to such Performance Cycle.
The Committee shall determine what, if any, payment is due with respect
to an Award and whether such payment shall be made in cash, Stock or
some combination. Payment shall be made in a lump sum or installments,

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<PAGE>

as determined by the Committee, commencing as promptly as practicable
following the end of the applicable Performance Cycle, subject to such
terms and conditions and in such form as may be prescribed by the
Committee. Payment in Stock may be in Restricted Stock.

6.6 Termination of Employment. If a Participant ceases to be an
Employee before the end of a Performance Cycle by reason of his death,
permanent disability or Retirement, the Performance Cycle for such
Participant for the purpose of determining the amount of Award payable
shall end at the end of the calendar quarter immediately preceding the
date on which such Participant ceased to be an Employee. The amount of
an Award payable to a Participant to whom the preceding sentence is
applicable shall be paid at the end of the Performance Cycle and shall
be that fraction of the Award computed pursuant to the preceding
sentence the numerator of which is the number of calendar quarters
during the Performance Cycle during all of which said Participant was an
Employee and the denominator of which is the number of full calendar
quarters in the Performance Cycle. Upon any other termination of
employment of a Participant during a Performance Cycle, participation in
the Plan shall cease and all outstanding Awards of Performance Shares or
Performance Units to such Participant shall be cancelled.

7. Restricted Stock Awards. An Award of Restricted Stock under the
Plan shall consist of Shares subject to restrictions on transfer,
conditions of forfeiture, and such other terms and conditions as the
Committee shall determine.

7.1 Agreements. An Award of Restricted Stock shall be evidenced by
a Restricted Stock agreement in such form and not inconsistent with this
Plan as the Committee shall approve from time to time, which shall
include the following terms and conditions:

(a) Restrictions. A statement of the terms, conditions, and
restrictions to which the Restricted Stock awarded is subject,
including, without limitation, terms requiring forfeiture and imposing
restriction on transfer for such Term or Terms as shall be determined by
the Committee. The Committee shall have the authority to permit in its
discretion an acceleration of the expiration of the applicable Term with
respect to any part or all of the Restricted Stock awarded to a
Participant.

(b) Lapse of Restrictions. A statement of the terms and any other
conditions upon which any restrictions upon Restricted Stock awarded
shall lapse, as determined by the Committee. Upon the lapse of the
restrictions, Shares free of restrictive legend, if any, shall be issued
to the Participant or his Successor.

7.2 Nontransferability. Restricted Stock awarded, and the right to
vote such Restricted Stock and to receive dividends thereon, may not be
sold, assigned, transferred, exchanged, pledged, or otherwise
encumbered, during the Term applicable to the Award.

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<PAGE>

A Participant with a Restricted Stock Award shall have all the other
rights of a stockholder including, but not limited to, the right to receive
dividends and the right to vote the Shares.

7.3 Termination of Employment. If a Participant ceases to be an
Employee prior to the lapse of restrictions by reason of his death,
permanent disability or Retirement, all restrictions on Shares of
Restricted Stock held for his benefit shall immediately lapse. Upon any
other termination of employment prior to the lapse of restrictions,
participation in the Plan shall cease and all Shares of Restricted Stock
held for the benefit of a Participant shall be forfeited by the
Participant.

7.4 Certificates. Each certificate issued in respect to an Award of
Restricted Stock shall be deposited with the Corporation or its designee
and may, at the election of the Committee, bear the following legend:

"This certificate and the shares of stock represented hereby are
subject to the terms and conditions (including forfeiture provisions and
restrictions against transfer) contained in the Long-Term Incentive
Compensation Plan and an Agreement entered into between the registered
owner and Norwest Corporation. Release from such terms and conditions
shall obtain only in accordance with the provisions of the Plan and
Agreement, a copy of each of which is on file in the office of the
Secretary of Norwest Corporation."

8. Stock Awards. Awards of Stock without restrictions may be made
according to terms and conditions established by the Committee.

9. Stock Options.

9.1 Agreements. An Award of an Option shall be evidenced by an
Option agreement in such form and not inconsistent with the Plan as the
Committee shall approve from time to time, which shall include the
following terms and conditions:

(a) Type of Option; Number of Shares. A statement identifying the
Option represented thereby as an Incentive Stock Option or Non-Qualified
Stock Option, as the case may be, and the number of Shares to which the
Option applies.

(b) Option Price. A statement of the purchase price of the Stock
subject to Option which shall not be less than the Fair Market Value,
and in any event not less than the par value, of the Stock on the date
the Option is granted.

(c) Exercise Term. A statement of the Term of each Option granted
as established by the Committee, provided that no Option shall be
exercisable after ten years from the date of grant. The Committee shall
have the authority to permit an acceleration of previously established
Terms, at its discretion.

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<PAGE>

(d) Payment for Shares. A statement that the purchase price of the
Shares with respect to which an Option is exercised shall be payable at
the time of exercise in accordance with procedures established by the
Corporation. The purchase price may be payable in cash, in Stock having
a Fair Market Value on the date the Option is exercised equal to the
Option price of the Stock being purchased pursuant to the Option, or a
combination thereof, as the Committee shall determine.

(e) Nontransferability. Each Option agreement shall state that the
Option is not transferable other than by will or the laws of descent and
distribution, and during the lifetime of the Participant is exercisable
only by him or by his guardian or legal representative.

(f) Incentive Stock Options. In the case of an Incentive Stock
Option, each Option agreement shall be subject to any terms, conditions
and provisions as the Committee determines necessary or desirable in
order to qualify the Option as an Incentive Stock Option (within the
meaning of Section 422A of the Internal Revenue Code of 1986, or any
amendment or regulation pertaining to it) or any other law or regulation
providing special tax treatment for stock options and related stock.
Provided, however, that the aggregate Fair Market Value (as determined
at the effective date of the grant) of the Stock with respect to which
Incentive Stock Options are exercisable for the first time by the
Participant during any calendar year shall not exceed $100,000.

9.2 Termination of Employment Due to Death, Disability, or Retirement.

(a) If a Participant ceases to be an Employee by reason of his
death, all Options outstanding shall become immediately exercisable and
remain exercisable for a period determined by the Committee but not
beyond the expiration date of said Options.

(b) If a Participant ceases to be an Employee by reason of his
permanent disability or Retirement, all Options outstanding shall become
immediately exercisable and remain exercisable for a period determined
by the Committee but not beyond the expiration date of said Options.

(c) If a Participant ceases to be an Employee by reason of his
death, permanent disability or Retirement, all Stock Appreciation Rights
granted in conjunction with Options then outstanding shall become
immediately exercisable and remain exercisable for such period or
periods determined by the Committee but not beyond the expiration date
of said Stock Appreciation Rights.

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<PAGE>

9.3 Termination of Employment for Reasons Other Than Death,
Disability, or Retirement. Except as otherwise determined by the
Committee, in the event a Participant ceases to be an Employee for any
reason other than his death, permanent disability or Retirement, all
rights of the Participant under this Plan shall immediately terminate
without notice of any kind.

10. Stock Appreciation Rights. An Award of a Stock Appreciation Right
shall entitle the Participant, subject to terms and conditions
determined by the Committee, to receive upon exercise of the right all
or a portion of the excess of (i) the Fair Market Value of a specified
number of Shares at the time of exercise over (ii) a specified price
which shall not be less than 100% of the Fair Market Value of the Shares
at the time of grant. Stock Appreciation Rights may be granted in
connection with a previously or contemporaneously granted Option, or
independent of any Option. If issued in connection with an Option, the
Committee may impose a condition that exercise of a Stock Appreciation
Right cancels the Option with which it is connected. A Stock
Appreciation Right may not be exercised at any time when the Fair Market
Value of the Shares of Stock to which it relates does not exceed the
exercise price of the Option associated with those Shares.

10.1 Agreement. An Award of a Stock Appreciation Right shall be
evidenced by a Stock Appreciation Right agreement in such form and not
inconsistent with this Plan as the Committee shall approve from time to
time, which shall include a statement of the Term within which the Stock
Appreciation Right may be exercised subject to terms and conditions
prescribed by the Committee, provided that no Stock Appreciation Right
shall be exercisable after ten years from the date of grant. The
Committee shall have the authority to permit an acceleration of
previously established exercise Terms.

10.2 Termination of Employment Due to Death, Disability, or Retirement.
If a Participant ceases to be an Employee by reason of his death,
permanent disability or Retirement, all Stock Appreciation Rights then
outstanding which were granted independent of any Option shall become
immediately exercisable and remain exercisable for such period or
periods determined by the Committee but not beyond the expiration date
of said Stock Appreciation Rights.

10.3 Termination of Employment for Reasons Other Than Death,
Disability, or Retirement. Except as otherwise determined by the
Committee, in the event a Participant ceases to be an Employee for any
reason other than his death, permanent disability or Retirement, all
rights of the Participant under this Plan shall immediately terminate
without notice of any kind.

10.4 Payment. Upon exercise of a Stock Appreciation Right, payment
shall be made in the form of cash or Stock or some combination thereof
as determined by the Committee. However, notwithstanding any other
provisions of this Plan, in no event may the payment (whether in cash or
Stock) upon exercise of a Stock Appreciation Right exceed an amount

41
<PAGE>

equal to 100% of the Fair Market Value of the Shares at the time of
grant.

11. Nontransferability of Rights. No rights under any Award will be
transferable other than by will or the laws of descent and distribution,
and the rights and the benefits of any Award may be exercised and
received during the lifetime of the Participant only by him or his
guardian or legal representative.

12. Termination of Employment.

12.1 Transfers of employment between the Corporation and an
Affiliate, or between Affiliates, will not constitute termination of
employment for purposes of any Award.

12.2 The Committee may specify in the agreement relating to an Award
whether any authorized leave of absence or absence for military or
government service or for any other reasons will constitute a
termination of employment for purposes of the Award and the Plan.

13. Reorganization. If substantially all of the assets of the
Corporation are acquired by another corporation or in case of a
reorganization of the Corporation involving the acquisition of the
Corporation by another entity, then as to each Participant who is an
Employee immediately prior to the consummation of the transaction:

(a) All outstanding Options and Stock Appreciation Rights shall
become exercisable immediately prior to the consummation of the
transaction.

(b) All restrictions with respect to Restricted Stock shall lapse
immediately prior to the consummation of the transaction.

(c) All Performance Cycles for the purpose of determining the
amounts of Awards of Performance Shares and Performance Units payable
shall end at the end of the calendar quarter immediately preceding the
consummation of the transaction. The amount of an Award payable shall
be that fraction of the Award computed pursuant to the preceding
sentence the numerator of which is the number of calendar quarters
completed in the Performance Cycle through the end of the calendar
quarter immediately preceding the consummation of the transaction and
the denominator of which is the number of full calendar quarters in the
Performance Cycle. The amount of an Award payable shall be paid within
sixty days after consummation of the transaction.

The Committee shall take such action as in their discretion may be
necessary or advisable to carry out the provisions of this Section.

14. Board Changes. On the date that a majority of the Board shall be
persons other than persons (a) for whose election proxies shall have
been solicited by the Board or (b) who are then serving as directors

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<PAGE>

appointed by the Board to fill vacancies on the Board caused by death or
resignation (but not by removal) or to fill newly-created directorships,
then as to any Participant who is an Employee immediately prior to said
date and who ceases to be an Employee within six months after said date
for any reason other than as a result of death, permanent disability or
Retirement:

(I) All outstanding Options and Stock Appreciation Rights shall
become immediately exercisable and may be exercised at any time within
six months after the Participant ceases to be an Employee.

(ii) All restrictions with respect to Restricted Stock shall lapse
and Shares free of restrictive legend shall be delivered to the
Participant.

(iii) All Performance Cycles for the purpose of determining the
amounts of Awards of Performance Shares and Performance Units payable
shall end at the end of the calendar quarter immediately preceding the
date on which said Participant ceased to be an Employee. The amount of
an Award payable to said Participant shall be that fraction of the Award
computed pursuant to the preceding sentence the numerator of which is
the number of calendar quarters during the Performance Cycle during all
of which said Participant was an Employee and the denominator of which
is the number of full calendar quarters in the Performance Cycle. The
amount of an Award payable shall be paid within sixty days after said
Participant ceases to be an Employee.

The Committee shall take such action as in their discretion may be
necessary or advisable to carry out the provisions of this Section.

15. Effective Date of the Plan.

15.1 Effective Date. The Plan shall become effective as of
September 25, 1984 upon the approval and ratification of the Plan by the
affirmative vote of the holders of a majority of the outstanding Shares
of Stock present or represented and entitled to vote in person or by
proxy at a meeting of the stockholders of the Corporation.

15.2 Duration of the Plan. The Plan shall remain in effect until
all Stock subject to it shall be distributed, until the Term of all
Options or Stock Appreciation Rights granted under this Plan shall
expire, until all restrictions on Restricted Stock granted under this
Plan shall lapse, or until the Performance Cycle for any Performance
Shares or Performance Units awarded under this Plan shall end.

16. Right to Terminate Employment. Nothing in the Plan shall confer
upon any Participant the right to continue in the employment of the
Corporation or any Affiliate or affect any right which the Corporation
or any Affiliate may have to terminate employment of the Participant.

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<PAGE>

17. Withholding Taxes. The Corporation and its Affiliates shall have
the right to deduct from all payments under this Plan, whether in cash
or in Stock, an amount necessary to satisfy any federal, state or local
withholding tax requirements.

18. Deferral of Payments. The Corporation may, from time to time,
establish rules and conditions under which a Participant may defer the
payment of Awards. Such terms and conditions shall be included in a
deferral agreement signed by a Participant electing such deferral.

19. Amendment, Modification and Termination of the Plan. The Board may
at any time terminate, suspend or modify the Plan, except that the Board
will not, without authorization of the stockholders of the Corporation,
effect any change (other than through adjustment for changes in
capitalization as provided in Section 20) which will:

(a) Increase the total amount of Stock which may be awarded under
the Plan.

(b) Change the class of Employees eligible to participate in the
Plan.

(d) Permit any person, while a member of the Committee, to be
eligible to participate in the Plan.

(e) Extend the duration of the Plan.

No termination, suspension, or modification of the Plan will
adversely affect any right acquired by any Participant or any Successor
under an Award granted before the date of termination, suspension, or
modification, unless otherwise agreed to by the Participant; but it will
be conclusively presumed that any adjustment for changes in
capitalization provided for in Section 20 does not adversely affect any
right.

20. Adjustment for Changes in Capitalization. Any change in the number
of outstanding Shares occurring through Stock splits, reverse Stock
splits, or Stock dividends after the grant of an Award will be reflected
proportionately in the aggregate number of Shares then available for
Awards and in the number of Shares subject to Awards then outstanding;
and a proportionate change will be made in the per share Option price as
to any outstanding Options. Any fractional Shares resulting from
adjustments will be rounded to the nearest whole Share.

44
<PAGE>

Exhibit 10(b).

NORWEST CORPORATION
DIRECTORS' FORMULA STOCK AWARD PLAN

(As Amended Effective April 23, 1996)

1. 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
February 1 of each year beginning February 1, 1997 (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
equal to the annual cash retainer established by the Board and in effect
as of the immediately preceding January 1 (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 was open.

Each Eligible Non-Employee Director who was a director of the
Corporation during all of 1995 and is a director on March 1, 1996 shall
be awarded on May 1, 1996 that number of shares (rounded up to the next
whole share) of Common Stock having an aggregate fair market value
(determined as set forth above) on said date of $6,000.

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

45
<PAGE>

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 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

46
<PAGE>
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 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

47
<PAGE>

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 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
2/28/95
4/23/96

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<PAGE>

Exhibit 11.

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

In thousands, except per common share amounts Quarter Ended
June 30,
1996 1995
PRIMARY:
Weighted average number of common shares
outstanding ..................................... 366,170 325,239
Net effect of assumed exercise of stock options
based on treasury stock method using average
market price .................................... 3,452 2,309
369,622 327,548

Net income ........................................ $285,406 234,303
Less dividends accrued on preferred stock ........ 4,440 10,422
Net income, as adjusted .......................... $280,966 223,881

Net income per common share ...................... $ 0.76 0.68

FULLY DILUTED:
Weighted average number of common shares
outstanding ..................................... 366,170 325,239
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 ............................. 3,452 2,665
Assumed conversion of 6 3/4% convertible
subordinated debentures due 2003 ................ 18 24
Assumed conversion of Cumulative Convertible
Preferred Stock ................................. - 12,610
369,640 340,538

Net income ........................................ $285,406 234,303
Less dividends accrued on preferred stock ........ 4,440 6,429
Add 6 3/4% convertible subordinated debentures
interest and amortization of debt expense,
net of income tax effect ........................ 1 1
Net income, as adjusted .......................... $280,967 227,875

Net income per common share....................... $ 0.76 0.67

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<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,
1996 1995
PRIMARY:
Weighted average number of common shares
outstanding ..................................... 361,781 319,023
Net effect of assumed exercise of stock options
based on treasury stock method using average
market price .................................... 3,461 1,982
365,242 321,005

Net income ........................................ $556,788 451,126
Less dividends accrued on preferred stock ........ 8,881 20,876
Net income, as adjusted .......................... $547,907 430,250

Net income per common share ...................... $ 1.50 1.34

FULLY DILUTED:
Weighted average number of common shares
outstanding ..................................... 361,781 319,023
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 ............................. 3,461 2,738
Assumed conversion of 6 3/4% convertible
subordinated debentures due 2003 ................ 18 28
Assumed conversion of Cumulative Convertible
Preferred Stock ................................. - 12,616
365,260 334,405

Net income ........................................ $556,788 451,126
Less dividends accrued on preferred stock ........ 8,881 12,880
Add 6 3/4% convertible subordinated debentures
interest and amortization of debt expense,
net of income tax effect ........................ 2 3
Net income, as adjusted .......................... $547,909 438,249

Net income per common share....................... $ 1.50 1.32

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Exhibit 12(a).

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

Six Months Ended
June 30, Year Ended December 31,
In thousands 1996 1995 1995 1994 1993 1992 1991

<S> <C> <C> <C> <C> <C> <C> <C>
Computation of Income:
Income before
income taxes $ 872,440 672,972 1,422,814 1,180,601 879,755 645,568 491,673
Capitalized interest (14) (23) (112) (69) (65) (24) -
Income before income
taxes and capitalized
interest 872,426 672,949 1,422,702 1,180,532 879,690 645,544 491,673
Fixed charges 1,324,291 1,161,531 2,503,603 1,640,049 1,485,936 1,651,664 2,187,536
Total income for
computation $2,196,717 1,834,480 3,926,305 2,820,581 2,365,626 2,297,208 2,679,209
Total income for
computation excluding
interest on deposits
from fixed charges $1,560,544 1,284,139 2,770,005 1,957,224 1,513,317 1,281,619 1,196,648

Computation of Fixed
Charges:
Net rental
expense (a) $ 97,868 78,917 166,591 149,462 128,573 123,342 111,609
Portion of rentals
deemed
representative
of interest $ 32,623 26,306 55,530 49,821 42,858 41,114 37,203
Interest:
Interest on
deposits 636,173 550,341 1,156,300 863,357 852,309 1,015,589 1,482,561
Interest on
federal funds
and other
short-term
borrowings 227,329 228,341 515,646 290,211 238,046 277,835 352,384
Interest on
long-term debt 428,152 356,520 776,015 436,591 352,658 317,102 315,388
Capitalized
interest 14 23 112 69 65 24 -
Total interest 1,291,668 1,135,225 2,448,073 1,590,228 1,443,078 1,610,550 2,150,333
Total fixed
charges $1,324,291 1,161,531 2,503,603 1,640,049 1,485,936 1,651,664 2,187,536
Total fixed
charges excluding
interest on
deposits $ 688,118 611,190 1,347,303 776,692 633,627 636,075 704,975
Ratio of Income
to Fixed Charges:
Excluding
interest on
deposits 2.27x 2.10 2.06 2.52 2.39 2.01 1.70
Including
interest on
deposits 1.66x 1.58 1.57 1.72 1.59 1.39 1.22

</TABLE>

(a) Includes equipment rentals.

51
<PAGE>

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

Six Months Ended
June 30, Year Ended December 31,
In thousands 1996 1995 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C> <C> <C>
Computation of Income:
Income before
income taxes $ 872,440 672,972 1,422,814 1,180,601 879,755 645,568 491,673
Capitalized interest (14) (23) (112) (69) (65) (24) -
Income before income
taxes and capitalized
interest 872,426 672,949 1,422,702 1,180,532 879,690 645,544 491,673
Fixed charges 1,324,291 1,161,531 2,503,603 1,640,049 1,485,936 1,651,664 2,187,536
Total income for
computation $2,196,717 1,834,480 3,926,305 2,820,581 2,365,626 2,297,208 2,679,209
Total income for
computation excluding
interest on deposits
from fixed charges $1,560,544 1,284,139 2,770,005 1,957,224 1,513,317 1,281,619 1,196,648

Computation of Fixed
Charges:
Net rental
expense (a) $ 97,868 78,917 166,591 149,462 128,573 123,342 111,609
Portion of rentals
deemed
representative
of interest $ 32,623 26,306 55,530 49,821 42,858 41,114 37,203
Interest:
Interest on
deposits 636,173 550,341 1,156,300 863,357 852,309 1,015,589 1,482,561
Interest on
federal funds
and other
short-term
borrowings 227,329 228,341 515,646 290,211 238,046 277,835 352,384
Interest on
long-term debt 428,152 356,520 776,015 436,591 352,658 317,102 315,388
Capitalized
interest 14 23 112 69 65 24 -
Total interest 1,291,668 1,135,225 2,448,073 1,590,228 1,443,078 1,610,550 2,150,333
Total fixed
charges $1,324,291 1,161,531 2,503,603 1,640,049 1,485,936 1,651,664 2,187,536
Total fixed
charges excluding
interest on
deposits $ 688,118 611,190 1,347,303 776,692 633,627 636,075 704,975
Preferred stock
dividends 8,881 20,876 41,220 27,827 31,170 32,219 20,065
Pre-tax earnings
needed to meet
preferred stock
dividend
requirements 13,916 31,143 61,349 41,044 44,728 44,367 23,997
Total combined fixed
charges and preferred
stock dividends $1,338,207 1,192,674 2,564,952 1,681,093 1,530,664 1,696,031 2,211,533
Total combined
fixed charges
and preferred stock
dividends excluding
interest on
deposits $ 702,034 642,333 1,408,652 817,736 678,355 680,442 728,972

</TABLE>

(a) Includes equipment rentals.

52
<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 1996 1995 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C> <C> <C>

Ratio of Income to Combined
Fixed Charges and Preferred
Stock Dividends:
Excluding interest on
deposits 2.22x 2.00 1.97 2.39 2.23 1.88 1.64
Including interest on
deposits 1.64x 1.54 1.53 1.68 1.55 1.35 1.21

</TABLE>
53
<PAGE>

<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
JUNE 30, 1996 QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 3890
<INT-BEARING-DEPOSITS> 35
<FED-FUNDS-SOLD> 1054
<TRADING-ASSETS> 398
<INVESTMENTS-HELD-FOR-SALE> 17222
<INVESTMENTS-CARRYING> 810
<INVESTMENTS-MARKET> 826
<LOANS> 38652
<ALLOWANCE> 1009
<TOTAL-ASSETS> 77849
<DEPOSITS> 46284
<SHORT-TERM> 9336
<LIABILITIES-OTHER> 2806
<LONG-TERM> 13788
0
188
<COMMON> 625
<OTHER-SE> 4822
<TOTAL-LIABILITIES-AND-EQUITY> 77849
<INTEREST-LOAN> 2094
<INTEREST-INVEST> 578
<INTEREST-OTHER> 427
<INTEREST-TOTAL> 3099
<INTEREST-DEPOSIT> 636
<INTEREST-EXPENSE> 1292
<INTEREST-INCOME-NET> 1807
<LOAN-LOSSES> 175
<SECURITIES-GAINS> (44)
<EXPENSE-OTHER> 1963
<INCOME-PRETAX> 873
<INCOME-PRE-EXTRAORDINARY> 873
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 557
<EPS-PRIMARY> 1.50
<EPS-DILUTED> 1.50
<YIELD-ACTUAL> 5.62
<LOANS-NON> 182
<LOANS-PAST> 93
<LOANS-TROUBLED> 1
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 917
<CHARGE-OFFS> 229
<RECOVERIES> 60
<ALLOWANCE-CLOSE> 1009
<ALLOWANCE-DOMESTIC> 689
<ALLOWANCE-FOREIGN> 27
<ALLOWANCE-UNALLOCATED> 293

</TABLE>