NORWEST CORP, S-3D, 1996-05-24

NORWEST CORP
S-3D, 1996-05-24
NATIONAL COMMERCIAL BANKS

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As filed with the Securities and Exchange Commission on May 24, 1996
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

-------------------

FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933

-------------------

NORWEST CORPORATION
(Exact name of registrant as specified in its charter)

Delaware 41-0449260
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1000
612-667-1234
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

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Stanley S. Stroup
Executive Vice President and General Counsel
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026
612-667-8858
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Robert J. Kaukol
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1026

Approximate date of commencement of proposed sale of the securities to the
public: From time to time after the effective date of this Registration
Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]

If the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [_]

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================================================
Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
- - -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par value 500,000 $35.94(2) $17,970,000 $6,196
$1-2/3 per share) (1) Shares
===========================================================================================
</TABLE>
(1) Each share of the registrant's common stock includes one preferred share
purchase right.
(2) Estimated solely for the purpose of calculating the registration fee and
computed pursuant to Rule 457(c).

---------------------------------------
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

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PROSPECTUS

NORWEST CORPORATION
DIVIDEND REINVESTMENT AND
OPTIONAL CASH PAYMENT PLAN
COMMON STOCK

The Norwest Corporation Dividend Reinvestment and Optional Cash Payment Plan
(the "Plan") provides holders of shares of the common stock, par value $1-2/3
per share, of Norwest Corporation ("Common Stock") with a simple and convenient
method of purchasing additional shares of Common Stock without payment of any
brokerage commissions or service charges. Any holder of record of shares of
Common Stock is eligible to participate in the Plan.

Participants in the Plan may:

-- have cash dividends on all or a portion of their shares of Common Stock
registered in their names automatically invested, along with optional cash
payments they may choose to make; or

-- continue to receive cash dividends on shares registered in their names and
invest by making optional cash payments of up to $30,000 per quarter.

The purchase price of shares purchased with reinvested dividends or with
optional cash payments will be the average of the high and low prices of the
Common Stock reported as New York Stock Exchange Composite Transactions on the
appropriate cash dividend payment or investment date.

The shares to be issued under the Plan and to which this Prospectus relates may
be newly issued shares, treasury shares, or shares purchased in the open market.
In any case, the purchase price of each share will be determined as set forth
above.

This Prospectus should be retained for future reference.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS IS MAY 24, 1996.
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TABLE OF CONTENTS

PAGE
----

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............ 3

AVAILABLE INFORMATION...................................... 4

THE CORPORATION............................................ 5

DESCRIPTION OF THE PLAN.................................... 5
Purpose............................................... 5
Advantages............................................ 5
Administration........................................ 6
Participation......................................... 6
Costs................................................. 7
Purchases............................................. 7
Optional Cash Payments................................ 7
Reports to Participants............................... 8
Dividends............................................. 8
Certificates for Shares............................... 8
Withdrawal............................................ 9
Other Information..................................... 10

USE OF PROCEEDS............................................ 12

EXPERTS.................................................... 15

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by Norwest Corporation ("Norwest") with the
Securities and Exchange Commission (the "SEC") are incorporated by reference in
and made a part of this Prospectus:

(1) Annual Report on Form 10-K for the year ended December 31, 1995;

(2) Quarterly Report on Form 10-Q for the quarter ended March 31, 1996;

(3) Current Reports on Form 8-K dated January 17, 1996, February 20, 1996, as
amended pursuant to Form 8-K/A, February 26, 1996 and April 17, 1996;

(4) Current Report on Form 8-K dated April 30, 1996 containing a description of
the Common Stock; and

(5) Registration Statement on Form 8-A dated December 6, 1988, as amended
pursuant to Form 8-A/A dated June 29, 1993, relating to preferred stock
purchase rights accompanying shares of Common Stock.

All documents filed by Norwest with the SEC pursuant to Section 13(a), 13(c),
14, or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the shares of Common Stock offered
hereby shall be deemed to be incorporated by reference in this Prospectus and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

NORWEST WILL PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY BENEFICIAL
OWNER, TO WHOM THIS PROSPECTUS IS DELIVERED, ON THE REQUEST OF ANY SUCH PERSON,
A COPY OF ANY OR ALL OF THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE (OTHER
THAN EXHIBITS). WRITTEN REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO THE
SECRETARY, NORWEST CORPORATION, NORWEST CENTER, SIXTH AND MARQUETTE,
MINNEAPOLIS, MINNESOTA 55479-1026. TELEPHONE REQUESTS MAY BE DIRECTED TO (612)
667-8655.

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AVAILABLE INFORMATION

Norwest is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended, (the "Exchange Act") and in accordance therewith files
reports, proxy statements, and other information with the SEC. Such reports,
proxy statements, and other information can be inspected and copied at the
public reference facilities of the SEC, Room 1024, 450 Fifth Street, N.W.,
Washington, DC 20549, and at the regional offices of the SEC located at Seven
World Trade Center, Suite 1300, New York, New York 100048, and Citicorp Center,
500 West Madison Street, Suite 500, Chicago, Illinois 60661-2511. Copies of such
materials can be obtained at prescribed rates from the Public Reference Section
of the SEC at 450 Fifth Street, N.W., Washington, DC 20549. Reports, proxy
statements, and other information concerning Norwest may also be inspected at
the offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005, and of the Chicago Stock Exchange, One Financial Place, 440 South LaSalle
Street, Chicago, Illinois 60605.

Additional information regarding Norwest and the shares offered hereby is
contained in the Registration Statement and the exhibits thereto in respect of
the shares offered hereby, filed with the SEC under the Securities Act of 1933,
as amended. For further information pertaining to Norwest and the shares
offered, reference is made to the Registration Statement and the exhibits
thereto, which may be inspected without charge at the office of the SEC at 450
Fifth Street, N.W., Washington, DC 20549, and copies thereof may be obtained
from the SEC at prescribed rates.

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THE CORPORATION

Norwest is a diversified financial services company which was organized under
the laws of Delaware in 1929 and is registered under the Bank Holding Company
Act of 1956, as amended. Norwest owns subsidiaries engaged in banking and in a
variety of related businesses. Norwest provides retail, commercial and corporate
banking services to its customers through banks located in Arizona, Colorado,
Illinois, Indiana, Iowa, Minnesota, Montana, Nebraska, Nevada, New Mexico, North
Dakota, Ohio, South Dakota, Texas, Wisconsin and Wyoming. Norwest provides
additional financial services to its customers through subsidiaries engaged in
various businesses, principally mortgage banking, consumer finance, equipment
leasing, agricultural finance, commercial finance, securities brokerage and
investment banking, insurance agency services, computer and data processing
services, trust services, mortgage-backed securities servicing, and venture
capital investment.

At March 31, 1996, Norwest had consolidated total assets of $73.9 billion, total
deposits of $43.1 billion and total stockholders' equity of $5.4 billion. Based
on total assets at March 31, 1996, Norwest was the 11th largest commercial
banking organization in the United States.

Norwest regularly explores opportunities for acquisitions of financial
institutions and related businesses. Norwest generally does not make a public
announcement of an acquisition until a definitive agreement has been signed.
Norwest generally provides information concerning the aggregate asset value of,
and the aggregate consideration anticipated to be paid for, its pending
acquisitions in its annual and quarterly reports filed with the SEC and
incorporated herein by reference. See "INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE."

Norwest's principal executive offices are located at Norwest Center, Sixth and
Marquette, Minneapolis, Minnesota 55479-1000, and its telephone number is (612)
667-1234.

Additional information concerning Norwest is included in the documents
incorporated herein by reference. See "INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE."

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DESCRIPTION OF THE PLAN

The following is a description of the provisions of the Norwest Corporation
Dividend Reinvestment and Optional Cash Payment Plan (the "Plan"), in a question
and answer format. Holders of Common Stock who choose not to participate in the
Plan will receive cash dividends, as declared, by check or direct deposit.

PURPOSE

1. WHAT IS THE PURPOSE OF THE PLAN?

The purpose of the Plan is to provide holders of record of shares of Common
Stock with a simple and convenient method of automatically investing all or
a portion of their cash dividends or making optional cash payments, or
both, to purchase additional shares of Common Stock without payment of any
brokerage commissions or service charges. Norwest will use the proceeds
from the purchase of any such additional shares for its general corporate
purposes.

ADVANTAGES

2. WHAT ARE THE ADVANTAGES OF THE PLAN?

Participants in the Plan may have cash dividends on all or a portion of
their shares of Common Stock automatically reinvested and may make optional
cash payments if desired. See Questions 12 and 13. The "optional cash
payments only" alternative allows participants to continue to receive their
cash dividends on shares registered in their names and to invest by making
optional cash payments of up to $30,000 per quarter ($25 minimum per
payment). No commissions or service charges are paid by participants in
connection with purchases under the Plan. See Question 8. Full investment
of funds is possible under the Plan because both fractions of shares and
full shares are credited to participants' accounts. In addition, dividends
with respect to such fractions, as well as full shares, are reinvested in
additional shares and such shares are credited to participants' accounts.
Participants can avoid safekeeping of certificates for shares credited to
their accounts under the Plan. Regular statements of account provide
simplified record keeping.

ADMINISTRATION

3. WHO ADMINISTERS THE PLAN?

Norwest Bank Minnesota, N.A., 161 North Concord Exchange, South St. Paul,
Minnesota 55075-0738 (the "Agent") administers the Plan, maintains records,
sends statements of account to participants, and performs other duties
relating to the Plan. Shares of Common Stock purchased under the Plan are
registered in the name of the Agent's nominee. The Agent is a subsidiary of
Norwest.

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PARTICIPATION

4. WHO IS ELIGIBLE TO PARTICIPATE?

Any holder of record of shares of Common Stock is eligible to participate
in the Plan. A beneficial owner of shares of Common Stock whose shares are
registered in some other person's name, such as a broker or bank nominee,
must become a stockholder of record in order to participate in the Plan or
make appropriate arrangements with such nominee for it to participate on
behalf of such beneficial owner. Any stockholder who resides in a foreign
jurisdiction in which it is unlawful for Norwest to allow such stockholder
to participate is not eligible to participate in the Plan.

5. HOW DOES AN ELIGIBLE STOCKHOLDER PARTICIPATE?

A holder of record of shares of Common Stock may join the Plan by
completing the Authorization Form and returning it to the Agent. If Common
Stock is registered in more than one name (joint, trustee, etc.), all
registered holders must sign. An Authorization Form may be obtained at any
time by written request to the Agent or by calling (612) 450-4181.

6. WHEN MAY A STOCKHOLDER JOIN THE PLAN?

A holder of record of shares of Common Stock may join the Plan at any time.
If the Authorization Form is received by the Agent on or prior to the
record date established for payment of a particular dividend, reinvestment
will begin with that dividend payment. Record dates are normally the first
Friday of February, May, August, and November for dividends payable the
first day of March, June, September, and December. If the Authorization
Form is received after the record date for a particular dividend, the
reinvestment will not begin until the dividend date following the next
record date. For example, in order to invest the quarterly cash dividend
expected to be payable on December 1, 1996, a stockholder's Authorization
Form must be received by the Agent no later than November 1, 1996 (the
proposed record date). If received after that date, the stockholder's
purchases will not start until the following dividend payment date, which
would be March 1, 1997. Optional cash payments will be invested monthly on
the first business day of each month. Authorization and cash must be
received by the Agent by the 20th day of the month prior to the investment
date. See Question 13. Once in the Plan, a stockholder will remain a
participant until the stockholder withdraws from the Plan or all of the
shares held in the stockholder's name and credited to the stockholder's
account under the Plan are sold.

7. WHAT DOES THE AUTHORIZATION FORM PROVIDE?

The Authorization Form directs the Agent to apply all or a portion of the
participating stockholder's cash dividends on shares of Common Stock
registered in such stockholder's name to the purchase of additional shares
of Common Stock. Any participant may also make optional cash payments,
which
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will be used to purchase additional shares of Common Stock. See Questions
12 and 13. Shares purchased through reinvested dividends or with optional
cash payments are credited to the participant's account under the Plan, and
the dividends on such shares will also be used to purchase additional
shares of Common Stock. If the "optional cash payments only" box on the
Authorization Form is checked, Norwest will continue to pay cash dividends
in the usual manner to the participant on shares registered in such
stockholder's name but will apply any optional cash payments received and
dividends on shares credited to such stockholder's account under the Plan
to the purchase of additional shares of Common Stock.

COSTS

8. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES UNDER
THE PLAN?

No. All costs of administration of the Plan are paid by Norwest except
brokerage commissions, service charges, and transfer tax, if any, in
connection with a participant's withdrawal from the Plan. See Question 18.
However, a participant's pro rata portion of the brokerage commissions, if
any, paid by Norwest to purchase shares under the Plan will be considered
taxable income to the participant. See Question 24.

PURCHASES

9. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS?

The number of shares to be purchased depends on the amount of the
participant's dividends, optional cash payments, or both, and the market
price of the shares of Common Stock. Each participant's account will be
credited with that number of shares, including fractions computed to three
decimal places, equal to the total amount to be invested divided by the
purchase price.

10. WHAT WILL BE THE PRICE OF SHARES OF COMMON STOCK PURCHASED UNDER THE PLAN?

The price of shares of Common Stock purchased with reinvested dividends
will be the average of the high and low sales prices for such shares as
reported on the Composite Tape of the New York Stock Exchange (reported as
"New York Stock Exchange Composite Transactions" in The Wall Street Journal
and other newspapers) on the dividend payment date (or the next preceding
day on which the New York Stock Exchange is open, if it is closed on the
dividend payment date). With respect to shares of Common Stock purchased
with optional cash payments, the price will be such average price on the
investment date (or the next preceding day on which the New York Stock
Exchange is open, if it is closed on the investment date). See Question 13.
If on any date as of which the purchase price of shares is to be determined
there are no transactions in the Common Stock reported on the Composite
Tape, then the purchase price shall

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be determined by Norwest on the basis of such market quotations or other
criteria as it shall deem appropriate.

Optional Cash Payments

11. How does the optional cash payments option work?

If a participant has checked the "optional cash payments only" box on the
Authorization Form, on each cash dividend payment date Norwest will pay
cash dividends on shares registered in the participant's name to the
participant in the usual manner. Any optional cash payment received from
the participant on or before the 20th day of any month will be applied to
the purchase of additional shares of Common Stock for the participant's
account on the first business day of the following month. Dividends payable
on shares of Common Stock credited to the account of the participant under
the Plan will be reinvested in additional shares of Common Stock.

If a participant has not checked the "optional cash payments only" box on
the Authorization Form, on each cash dividend payment date Norwest will
apply the participant's cash dividends to the purchase of additional shares
of Common Stock for the account of such participant. Any optional cash
payment received from the participant on or before the 20th day of any
month will be applied to the purchase of additional shares of Common Stock
for the participant's account on the first business day of the following
month. Provisions applicable to foreign holders are set forth in Question
26.

12. How are optional cash payments made?

An optional cash payment may not be less than $25 per payment, and no more
than $30,000 may be invested per calendar quarter.

An optional cash payment may be made by a participant by forwarding a
check, made payable to the Agent, accompanied by the Authorization Form.
Thereafter, this type of investment may be made only through the use of a
Cash Payment Form sent to participants by the Agent as an attachment to
their transaction statements.

The same amount of money need not be sent each quarter or month, and there
is no obligation to make an optional cash payment each quarter or month.

13. When will optional cash payments received by the agent be invested?

Optional cash payments will be invested monthly on the first business day
of each month. Authorization and cash for the investment must be received
by the Agent by the 20th day of the month prior to the investment date. If
received after that time, the cash may be held by the Agent until the
following investment date. Checks and other drafts must clear prior to the
investment date for the funds to be available to purchase Common Stock. No
interest will be paid by Norwest on any optional cash payment held by the
Agent for investment. Optional cash

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payments will be refunded if a written request for refund is received
by the Agent prior to the investment date.

Reports To Participants

14. What kind of reports will be sent to participants in the Plan?

Each participant having a net investment balance in the Plan will receive a
quarterly statement of the participant's account as soon as practical after
each cash dividend payment date. In addition, participants making optional
cash payment investments or requesting withdrawals will receive
notification as soon as practical following each transaction. These
statements are a participant's continuing record of the cost of purchases
and should be retained for income tax purposes. In addition, each
participant will receive copies of the communications sent to all other
holders of shares of Common Stock, including Norwest's quarterly reports,
annual report, notice of annual meeting and proxy statement, and income tax
information for reporting dividends paid or sales proceeds if applicable.

Dividends

15. Will participants be credited with dividends on fractions of shares?

Yes, dividends on all full and fractional shares held for a participant's
account in the Plan will be reinvested.

Certificates For Shares

16. Will certificates be issued for shares of Common Stock purchased?

Normally, certificates for shares of Common Stock purchased under the Plan
will not be issued to participants. The number of shares credited to an
account under the Plan will be shown on the participant's quarterly
statement of account. This service protects against loss, theft, or
destruction of stock certificates.

Certificates for any number of whole shares credited to an account under
the Plan will be issued upon the written request of a participant who
wishes to remain in the Plan. This request should be mailed to the Agent.
Any remaining full shares and fraction of a share will continue to be
credited to the participant's account.

Certificates for fractions of shares will not be issued under any
circumstances.

Shares credited to the account of a participant under the Plan may not be
pledged as collateral. A participant who wishes to pledge such shares must
request that certificates for such shares be issued in the participant's
name.

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17. In whose name will certificates be registered when issued?

Accounts under the Plan are maintained in the names in which the
certificates of participants were registered at the time they entered the
Plan. Consequently, certificates for whole shares will be similarly
registered when issued.

Withdrawal

18. How does a participant withdraw from the plan?

In order to withdraw from the Plan, a participant must notify the Agent
in writing that he or she wishes to withdraw.

When a participant withdraws from the Plan or upon termination of the
Plan by Norwest, two options are available. If the participant chooses
the stock settlement option, certificates for whole shares credited to
the participant's account under the Plan will be issued and a cash
payment will be made for any fraction of a share. See Question 20. Or,
the participant may choose the cash settlement option which provides for
the sale of all of the shares, both whole and fractional, credited to the
participant's account under the Plan. If a participant requests such
sale, the sale will be made at market, within five business days after
the receipt of the request, for the account of the participant through a
broker designated by the Agent. The participant will receive the proceeds
of the sale less any related brokerage commissions, service charges, and
transfer tax.

Without withdrawing from the Plan, a participant may change the number of
shares participating in the Plan or discontinue participation with
reinvested dividends on certificate shares held by the participant by
notifying the Agent.

19. When may a participant withdraw from the Plan?

A participant may withdraw from the Plan at any time.

If the request to withdraw is received by the Agent on or before the
record date for any cash dividend payment, the amount of the dividend
that otherwise would have been invested on such cash dividend payment
date and any optional cash payment then being held by the Agent for
investment for the participant's account will be paid to the withdrawing
participant. All subsequent cash dividends will be paid to the
withdrawing participant in cash unless the participant reenrolls in the
Plan, which may be done at any time.

If the request to withdraw is received by the Agent between the dividend
record date and the payment date, the request will be effective as soon
as those dividends have been credited to the participant's reinvestment
account. The withdrawing participant's next cash dividend and all
subsequent cash dividends will be paid in cash unless the participant
reenrolls in the Plan, which may be done at any time.

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20. What happens to a fraction of a share when a participant withdraws from
the Plan?

When a participant withdraws from the Plan a cash adjustment representing
any fraction of a share will be mailed directly to the participant. The
cash payment to each such participant will be based on the market price
of the Common Stock at the time that whole shares are transferred.

Other Information

21. What happens when a participant sells or transfers all or part of the
shares registered in the participant's name?

If a participant disposes of all shares of Common Stock registered in the
participant's name, the Agent will continue to reinvest the dividends on
the shares credited to the participant's account under the Plan until
notified by such participant that the participant wishes to withdraw from
the Plan. If no full shares are credited to the dividend reinvestment
account, Norwest will mail a cash payment to the participant for any
fraction of a share remaining in the participant's account. See Question
20. If a participant sells some but not all shares registered in the
participant's name, the Agent will continue to reinvest dividends on the
remaining shares registered in the participant's name up to the total
number of shares originally authorized.

22. What happens if norwest issues a stock dividend, declares a stock split,
or has a rights offering?

Any stock dividends or split shares distributed by Norwest on shares
credited to the account of a participant under the Plan will be added to
the participant's account. Stock dividends or split shares distributed on
shares registered in the name of the participant will be mailed directly
to such participant in the same manner as to stockholders who are not
participating in the Plan. If Norwest determines to offer securities
through the issuance of subscription rights, such rights accruing to
shares registered in the name of the participant, as well as rights
accruing to shares held for the account of the participant under the
Plan, will be mailed directly to such participant in the same manner as
to stockholders who are not participating in the Plan.

23. How will a participant's shares be voted at meetings of stockholders?

If shares registered in the name of a participant in the Plan are voted
by the participant by proxy card on any matter submitted to a meeting of
stockholders, the total number of shares owned by the participant (both
shares credited to the participant's account under the Plan and those
registered in the name of the participant) will be shown on such proxy
and voted on such matter.

If the proxy card is not returned or if it is returned unsigned, none of
the participant's shares will be voted unless the participant votes in
person.

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24. What are the federal income tax consequences of participation in the
plan?

In general, a participant in the Plan has the same federal income tax
obligations with respect to dividends payable on the shares of Common
Stock credited to the participant's account under the Plan as do
stockholders who do not participate in the Plan. This means that the cash
dividends which a participant invests under the Plan will be taxable as
having been received even though the participant does not actually
receive them in cash but, instead, uses them to purchase shares of Common
Stock under the Plan. Part of any brokerage commissions paid by Norwest
on a participant's behalf will be attributed to the participant as
additional dividend income.

The tax basis of the shares purchased with both reinvested dividends and
optional cash payments will be the fair market value of the shares on the
cash dividend payment date or investment date relating to the purchase.
"Fair market value" is defined for this purpose as the average of the
high and low prices of the Common Stock reported as New York Stock
Exchange Composite Transactions. In addition, any brokerage commissions
attributed to the participant as additional dividend income may be added
to the tax basis of the shares purchased for a participant's account. The
holding period for shares purchased under the Plan commences the day
following the cash dividend payment date or investment date relating to
the purchase.

A participant will not be in receipt of taxable income upon the
distribution of certificates for shares purchased under the Plan. Upon
the participant's subsequent sale of these shares, or upon the sale by
the Agent of shares held for the participant's account (see Question 18),
the participant will recognize gain or loss on the sale measured by the
difference between the amount the participant receives and the tax basis
for the shares sold.

If a participant fails to provide the participant's taxpayer
identification number to the Agent or is otherwise subject to "backup"
withholding, dividends on the Common Stock will be subject to federal
income tax withholding at the then prevailing rate. In such a case, the
Agent will apply the net amount of the dividends of such participant,
after deduction of taxes, to the purchase of shares of Common Stock.

25. What is the responsibility of norwest under the Plan?

Neither Norwest nor the Agent will be liable in administering the Plan
for any act done in good faith or for any omission to act, including,
without limitation, any claim of liability arising out of the failure to
terminate a participant's account upon such participant's death prior to
receipt of notice in writing of such death.

The participant should recognize that Norwest cannot assure a profit or
protect against a loss on the shares purchased by a participant under the
Plan.

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26. What provision is made for foreign stockholders whose dividends are
subject to income tax withholding?

In the case of those foreign stockholders whose dividends are subject to
United States income tax withholding, the Agent will apply the net amount
of the dividends of such foreign stockholders, after the deduction of
taxes, to the purchase of shares of Common Stock. If such foreign
stockholders desire to invest the full amount of their dividends, they
may mail optional cash payments to the Agent in an amount equal to the
amount of the tax withheld, even if less than $25.

Foreign stockholders who check the "optional cash payments only" box on
the Authorization Form will continue to receive cash dividends on shares
registered in their names in the same manner as if they were not
participating in the Plan. Optional cash payments received from them must
be in United States dollars and will be reinvested in the same manner as
payments from other participants.

27. May the Plan be changed or discontinued?

Norwest reserves the right to suspend, modify, or terminate the Plan at
any time. Notice of any such suspension, modification, or termination
will be sent to all participants.

28. Where should correspondence regarding the Plan be directed?

All correspondence concerning the Plan should be addressed to the Agent:

Norwest Bank Minnesota, N.A.
Dividend Reinvestment Department
P.O. Box 738
South St. Paul, Minnesota 55075-0738

and reference to Norwest Corporation should appear on all correspondence.
Telephone inquiries should be directed to (612) 450-4181.

USE OF PROCEEDS

The proceeds from the sales of Common Stock under the Plan are expected to be
used for general corporate purposes. Norwest has no basis for estimating either
the number of shares of Common Stock that will ultimately be sold pursuant to
the Plan or the prices at which such shares will be sold.

EXPERTS

The consolidated financial statements of Norwest and subsidiaries as of December
31, 1995 and 1994 and for each of the years in the three-year period ended
December 31, 1995, incorporated by reference herein, have been incorporated
herein in reliance upon

14
<PAGE>

the report of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.

15
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Registration Fee $ 6,196
Accounting Fees and Expenses 2,000 *
Printing Expense 10,000 *
Miscellaneous 1,500 *
-------
Total $19,196
=======
----------
*Estimates

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law authorizes indemnification
of directors and officers of a Delaware corporation under certain circumstances
against expenses, judgments and the like in connection with an action, suit or
proceeding. Article Fourteenth of Norwest's Restated Certificate of
Incorporation provides for broad indemnification of directors and officers.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibits:
- - --------

3.1 -- Restated Certificate of Incorporation, as amended (incorporated by
reference to Exhibit 3(b) to Norwest's Current Report on Form 8-K
dated June 28, 1993 and Exhibit 3 to Norwest's Current Report on
Form 8-K dated July 3, 1995 (File No. 1-2979)).

3.1.1 -- Certificate of Designations of Powers, Preferences, and Rights of
Norwest ESOP Cumulative Convertible Preferred Stock (incorporated
by reference to Exhibit 4 to Norwest's Quarterly Report on Form 10-
Q for the quarter ended March 31, 1994 (File No. 1-2979)).

3.1.2 -- Certificate of Designations of Powers, Preferences, and Rights of
Norwest Cumulative Tracking Preferred Stock (incorporated by
reference to Exhibit 3 to Norwest's Current Report on Form 8-K
dated January 9, 1995 (File No. 1-2979)).

3.1.3 -- Certificate of Designations of Powers, Preferences, and Rights of
Norwest 1995 ESOP Cumulative Convertible Preferred Stock
(incorporated by reference to Exhibit 4 to Norwest's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1995 (File No.
1-2979)).

3.1.4 -- Certificate of Designations with respect to the 1996 ESOP
Cumulative Convertible Preferred Stock (incorporated by reference
to Exhibit 3 to Norwest's Current Report on Form 8-K dated February
26, 1996 (File No. 1-2979)).

3.2 -- By-Laws, as amended (incorporated by reference to Exhibit 4(c) to
Norwest's Quarterly Report on Form 10-Q for the quarter ended March
31, 1991 (File No. 1-2979)).
<PAGE>

4 -- Rights Agreement, dated as of November 22, 1988, between Norwest
Corporation and Citibank, N.A. (incorporated by reference to Exhibit
1 to Norwest's Form 8-A dated December 6, 1988).

4.1 -- Certificate of Adjustment, dated July 21, 1989, to Rights Agreement
(incorporated by reference to Exhibit 3 to Norwest's Form 8 dated
July 21, 1989 (File No. 1-2979)).

4.2 -- Certificate of Adjustment, dated June 28, 1993, to Rights Agreement
(incorporated by reference to Exhibit 4 to Norwest's Form 8-A/A
dated June 29, 1993 (File No. 1-2979)).

5 -- Opinion of Stanley S. Stroup, counsel to Norwest.

23.1 -- Consent of Stanley S. Stroup (included as part of Exhibit 5 filed
herewith).

23.2 -- Consent of KPMG Peat Marwick LLP.

24 -- Powers of Attorney.

ITEM 17. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(b) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

II-2
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Minneapolis, State of
Minnesota, on May 24, 1996.

NORWEST CORPORATION

By: /s/ Richard M. Kovacevich
-------------------------
Richard M. Kovacevich
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed on May 24, 1996 by the following
persons in the capacities indicated:

/s/ Richard M. Kovacevich President and Chief Executive Officer
- - ---------------------------- (Principal Executive Officer)
Richard M. Kovacevich

/s/ John T. Thornton Executive Vice President and Chief
- - ---------------------------- Financial Officer
John T. Thornton (Principal Financial Officer)

/s/ Michael A. Graf Senior Vice President and Controller
- - ---------------------------- (Principal Accounting Officer)
Michael A. Graf

DAVID A. CHRISTENSEN )
GERALD J. FORD )
PIERSON M. GRIEVE )
CHARLES M. HARPER )
WILLIAM A. HODDER )
LLOYD P. JOHNSON ) A majority of the
REATHA CLARK KING ) Board of Directors*
RICHARD M. KOVACEVICH )
RICHARD S. LEVITT )
RICHARD D. McCORMICK )
CYNTHIA H. MILLIGAN )
BENJAMIN F. MONTOYA )
IAN M. ROLLAND )
MICHAEL W. WRIGHT )

- - --------------------

*Richard M. Kovacevich, by signing his name hereto, does hereby sign this
document on behalf of each of the directors named above pursuant to powers of
attorney duly executed by such persons.

/s/ Richard M. Kovacevich
-------------------------------
Richard M. Kovacevich
Attorney-in-Fact

II-3
<PAGE>

<TABLE>
<CAPTION>
INDEX TO EXHIBITS
Exhibit Form of
Number Description* Filing
- - ------- ------------ -------
<S> <C> <C>

3.1 Restated Certificate of Incorporation, as amended (incorporated
by reference to Exhibit 3(b) to Norwest's Current Report on Form
8-K dated June 28, 1993 and Exhibit 3 to Norwest's Current Report
on Form 8-K dated July 3, 1995 (File No. 1-2979)).

3.1.1 Certificate of Designations of Powers, Preferences, and Rights of
Norwest ESOP Cumulative Convertible Preferred Stock (incorporated
by reference to Exhibit 4 to Norwest's Quarterly Report on Form
10-Q for the quarter ended March 31, 1994 (File No. 1-2979)).

3.1.2 Certificate of Designations of Powers, Preferences, and Rights of
Norwest Cumulative Tracking Preferred Stock (incorporated by
reference to Exhibit 3 to Norwest's Current Report on Form 8-K
dated January 9, 1995 (File No. 1-2979)) .

3.1.3 Certificate of Designations of Powers, Preferences, and Rights of
Norwest 1995 ESOP Cumulative Convertible Preferred Stock
(incorporated by reference to Exhibit 4 to Norwest's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1995 (File
No. 1-2979)).

3.1.4 Certificate of Designations with respect to the 1996 ESOP
Cumulative Convertible Preferred Stock (incorporated by reference
to Exhibit 3 to Norwest's Current Report on Form 8-K dated
February 26, 1996 (File No. 1-2979)).

3.2 By-Laws, as amended (incorporated by reference to Exhibit 4(c) to
Norwest's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1991 (File No. 1-2979)).

4 Rights Agreement, dated as of November 22, 1988, between Norwest
Corporation and Citibank, N.A. (incorporated by reference to
Exhibit 1 to Norwest's Form 8-A dated December 6, 1988 (File No.
1-2979)).

4.1 Certificate of Adjustment, dated July 21, 1989, to Rights
Agreement (incorporated by reference to Exhibit 3 to Norwest's
Form 8 dated July 21, 1989 (File No. 1-2979)).
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
INDEX TO EXHIBITS

Exhibit Form of
Number Description* Filing
- - ------- ------------ -------
<S> <C> <C>
4.2 Certificate of Adjustment, dated June 28, 1993, to Rights
Agreement (incorporated by reference to Exhibit 4 to Norwest's
Form 8-A/A dated June 29, 1993 (File No. 1-2979)).

5 Opinion of Stanley S. Stroup, counsel to Norwest. Electronic
Transmission

23.1 Consent of Stanley S. Stroup (included as part of Exhibit
5 filed herewith).

23.2 Consent of KPMG Peat Marwick LLP. Electronic
Transmission

24 Powers of Attorney. Electronic
Transmission
</TABLE>

<PAGE>

EXHIBIT 5

[LETTERHEAD OF STANLEY S. STROUP]

May 24, 1996

Board of Directors
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1000

Ladies and Gentlemen:

In connection with the proposed registration under the Securities Act of
1933, as amended, of up to 500,000 shares of the common stock, par value $1-2/3
per share (the "Shares"), of Norwest Corporation, a Delaware corporation (the
"Corporation"), which may be issued by the Corporation pursuant to the
Corporation's Dividend Reinvestment and Optional Cash Payment Plan or any
successor plan thereto, as such plan or successor plan may be amended from time
to time, I have examined such corporate records and other documents, including
the Registration Statement on Form S-3 relating to the Shares, and have reviewed
such matters of law as I have deemed necessary for this opinion, and I advise
you that in my opinion:

1. The Corporation is a corporation duly organized and existing under the
laws of the State of Delaware.

2. All necessary corporate action on the part of the Corporation has been
taken to authorize the issuance of the Shares, and, when issued as described in
the Registration Statement, the Shares will be legally and validly issued, fully
paid and nonassessable.

I consent to the filing of this opinion as an exhibit to the Registration
Statement.

Very truly yours,

/s/ Stanley S. Stroup

<PAGE>

EXHIBIT 23.2

[LETTERHEAD OF KPMG PEAT MARWICK LLP]

Independent Auditors' Consent
-----------------------------

The Board of Directors
Norwest Corporation:

We consent to the use of our report dated January 17, 1996 incorporated herein
by reference and to the reference to our firm under the heading "EXPERTS" in the
prospectus. Our report refers to Norwest Corporation's adoption in 1995 of the
Financial Accounting Standards Board's Statement of Financial Accounting
Standards No. 122, "Accounting for Mortgage Servicing Rights, an amendment of
FASB Statement No. 65."

/s/ KPMG Peat Marwick LLP

May 24, 1996
Minneapolis, Minnesota

<PAGE>

EXHIBIT 24

NORWEST CORPORATION