NORWEST CORP, 10-Q, 1996-05-14

NORWEST CORP
10-Q, 1996-05-14
NATIONAL COMMERCIAL BANKS

Previous: NORTH LILY MINING CO, NT 10-Q, 1996-05-14

Next: NORTHWEST NATURAL GAS CO, 10-Q, 1996-05-14

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 March 31, 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 April 30, 1996 365,905,685 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 -
March 31, 1996 and December 31, 1995.......................... 3

2. Consolidated Statements of Income -
Quarters Ended March 31, 1996 and 1995........................ 4

3. Consolidated Statements of Cash Flows -
Quarters Ended March 31, 1996 and 1995........................ 5

4. Consolidated Statements of Stockholders' Equity -
Quarters Ended March 31, 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 March 31, December 31,
1996 1995
ASSETS
Cash and due from banks .......................$ 3,461.9 4,320.3
Interest-bearing deposits with banks .......... 32.3 29.4
Federal funds sold and resale agreements ...... 1,242.7 596.8
Total cash and cash equivalents ........... 4,736.9 4,946.5
Trading account securities .................... 492.9 150.6
Investment securities (fair value
$854.3 in 1996 and $795.8 in 1995) ........ 833.8 760.5
Investment and mortgage-backed securities
available for sale........................... 15,261.0 15,243.0
Total investment securities ............... 16,094.8 16,003.5
Loans held for sale ........................... 3,449.5 3,343.9
Mortgages held for sale ....................... 5,719.3 6,514.5
Loans and leases, net of unearned discount..... 37,393.7 36,153.1
Allowance for credit losses ................... (959.7) (917.2)
Net loans and leases ...................... 36,434.0 35,235.9
Premises and equipment, net ................... 1,059.7 1,034.1
Interest receivable and other assets .......... 5,955.0 4,905.4
Total assets ..............................$73,942.1 72,134.4

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
Noninterest-bearing .........................$10,975.3 11,623.9
Interest-bearing ............................ 32,129.6 30,404.9
Total deposits ............................ 43,104.9 42,028.8
Short-term borrowings ......................... 7,865.8 8,527.2
Accrued expenses and other liabilities ........ 3,188.7 2,589.5
Long-term debt ................................ 14,336.2 13,676.8
Total liabilities ......................... 68,495.6 66,822.3
Preferred stock ............................... 274.1 341.2
Unearned ESOP shares .......................... (86.3) (38.9)
Total preferred stock ..................... 187.8 302.3
Common stock, $1 2/3 par value - authorized
500,000,000 shares:
Issued 364,378,789 and 358,332,153 shares
in 1996 and 1995, respectively ............. 607.3 597.2
Surplus ....................................... 808.1 734.2
Retained earnings ............................. 3,694.1 3,496.3
Net unrealized gains on securities
available for sale .......................... 297.8 327.1
Notes receivable from ESOP .................... (14.7) (13.3)
Treasury stock - 5,291,503 and 5,571,696
common shares in 1996 and 1995, respectively. (128.6) (125.9)
Foreign currency translation .................. (5.3) (5.8)
Total common stockholders' equity ......... 5,258.7 5,009.8
Total stockholders' equity ................ 5,446.5 5,312.1
Total liabilities and
stockholders' equity ....................$73,942.1 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
March 31
1996 1995
INTEREST INCOME ON
Loans and leases ............................... $1,039.8 887.5
Investment securities .......................... 8.9 19.2
Investment and mortgage-backed securities
available for sale ............................ 265.9 261.4
Loans held for sale ............................ 87.2 45.5
Mortgages held for sale ........................ 108.4 57.2
Money market investments ....................... 7.8 13.9
Trading account securities ..................... 6.0 3.3
Total interest income ...................... 1,524.0 1,288.0

INTEREST EXPENSE ON
Deposits ....................................... 310.0 267.1
Short-term borrowings .......................... 110.8 112.8
Long-term debt ................................. 212.4 164.4
Total interest expense ..................... 633.2 544.3
Net interest income ...................... 890.8 743.7
Provision for credit losses .................... 87.8 55.3
Net interest income after
provision for credit losses ............ 803.0 688.4

NON-INTEREST INCOME
Trust .......................................... 75.0 56.5
Service charges on deposit accounts ............ 75.2 61.5
Mortgage banking ............................... 169.4 131.2
Data processing ................................ 16.5 14.8
Credit card .................................... 31.5 30.9
Insurance ...................................... 69.7 47.4
Other fees and service charges ................. 69.6 47.9
Net investment and mortgage-backed
securities available for sale gains (losses)... 1.7 (35.2)
Net venture capital gains ...................... 66.5 21.6
Trading ........................................ (15.3) 10.4
Other .......................................... (4.7) 7.8
Total non-interest income .................. 555.1 394.8

NON-INTEREST EXPENSES
Salaries and benefits .......................... 509.1 398.5
Net occupancy .................................. 68.3 59.7
Equipment rentals, depreciation and maintenance. 72.7 63.6
Business development ........................... 53.2 43.5
Communication .................................. 66.5 50.5
Data processing ................................ 34.4 30.1
Intangible asset amortization .................. 38.2 18.4
Other .......................................... 103.1 94.9
Total non-interest expenses ................ 945.5 759.2
INCOME BEFORE INCOME TAXES ..................... 412.6 324.0
Income tax expense ............................. 141.2 107.2
NET INCOME ..................................... $ 271.4 216.8

Average Common and Common Equivalent Shares .... 360.8 314.5
PER COMMON SHARE
Net Income
Primary ...................................... $ 0.74 0.66
Fully diluted ................................ 0.74 0.65
Dividends ..................................... 0.24 0.21

See notes to unaudited consolidated financial statements.

4
<PAGE>

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

<TABLE>
<CAPTION>
Quarter Ended
In millions March 31
1996 1995
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ...........................................................$ 271.4 216.8
Adjustments to reconcile net income to net cash flows from operating
activities:
Provision for credit losses ...................................... 87.8 55.3
Depreciation and amortization .................................... 137.2 82.0
(Gains)losses on sales of loans, securities and other assets, net. (55.0) 1.7
Release of preferred shares to ESOP............................... 13.4 10.9
Purchases of trading account securities .......................... (19,367.1) (29,232.6)
Proceeds from sales of trading account securities ................ 19,013.5 29,137.3
Originations of mortgages held for sale .......................... (12,272.7) (4,702.1)
Proceeds from sales of mortgages held for sale ................... 13,065.7 4,600.1
Originations of loans held for sale .............................. (249.2) (218.2)
Proceeds from sales of loans held for sale ....................... 147.6 88.5
Deferred income taxes ............................................ (17.1) (4.2)
Interest receivable .............................................. 1.7 (28.5)
Interest payable ................................................. 3.5 36.9
Other assets, net ................................................ (242.1) (311.0)
Other accrued expenses and liabilities, net ...................... 156.6 61.6
Net cash flows from (used for) operating activities ............ 695.2 (205.5)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities and paydowns of investment securities...... 8.0 21.3
Proceeds from maturities and paydowns of investment and mortgage-
backed securities available for sale.............................. 739.5 392.2
Proceeds from sales and calls of investment securities ............. 64.8 35.2
Proceeds from sales and calls of investment and mortgage-backed
securities available for sale..................................... 946.3 684.3
Purchases of investment securities ................................. (160.6) (159.3)
Purchases of investment and mortgage-backed securities available
for sale.......................................................... (1,757.1) (593.4)
Net change in banking subsidiaries' loans and leases................ 153.4 (322.4)
Non-bank subsidiaries' loans and leases originated.................. (1,459.5) (1,311.6)
Principal collected on non-bank subsidiaries' loans and leases...... 1,343.9 1,242.6
Purchases of premises and equipment ................................ (50.1) (51.4)
Proceeds from sales of premises, equipment & other real estate owned 23.0 16.1
Purchases of subsidiaries, net of cash and cash equivalents acquired 55.5 51.2
Divestiture of branches, net of cash and cash equivalents paid...... - (4.3)
Net cash flows (used for) from investing activities............... (92.9) 0.5

CASH FLOWS FROM FINANCING ACTIVITIES
Deposits, net ...................................................... (577.4) (1,031.8)
Short-term borrowings, net ......................................... (661.4) (809.4)
Long-term debt borrowings .......................................... 2,070.5 1,767.1
Repayments of long-term debt ....................................... (1,414.1) (93.7)
Issuances of common stock .......................................... 24.8 16.3
Repurchases of common stock ........................................ (50.8) (8.7)
Sale of preferred stock held by subsidiary ......................... - 20.0
Repurchases of preferred stock ..................................... (112.7) -
Net decrease in notes receivable from ESOP ......................... 0.1 -
Dividends paid ..................................................... (90.9) (75.7)
Net cash flows (used for) from financing activities .............. (811.9) (215.9)
Net decrease in cash and cash equivalents ........................ (209.6) (420.9)

CASH AND CASH EQUIVALENTS
Beginning of period ................................................ 4,946.5 4,024.3
End of period ......................................................$ 4,736.9 3,603.4

See notes to unaudited consolidated financial statements.

</TABLE>
5
<PAGE>

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

<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............... - - - - 216.8 - - - - 216.8
Dividends on
Common stock........... - - - - (65.2) - - - - (65.2)
Preferred stock........ - - - - (10.5) - - - - (10.5)
Conversion of 10,863
preferred shares to
428,097 common shares.. (10.9) - - (1.1) - - - 12.0 - -
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......... - 11.3 - (0.4) - - - - - 10.9
Issuance of 904,697
common shares.......... - - - 19.6 (26.9) - - 25.2 - 17.9
Issuance of 12,297,093
common shares for
acquisitions........... - - 18.2 (39.9) 3.6 - - 34.1 - 16.0
Repurchase of 366,100
common shares......... - - - - - - - (8.7) - (8.7)
Change in net unrealized
gains(losses) on
securities available
for sale............... - - - - - 343.7 - - - 343.7
Foreign currency
translation............ - - - - - - - - 0.2 0.2
Balance,
March 31, 1995.......... $ 599.1 (69.2) 556.7 559.5 3,067.8 (16.7) (13.3) (288.3) (8.1) 4,387.5

(Continued on page 7)
</TABLE>

6
<PAGE>

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

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, 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.............. - - - - 271.4 - - - - 271.4
Dividends on
Common stock.......... - - - - (86.4) - - - - (86.4)
Preferred stock....... - - - - (4.5) - - - - (4.5)
Conversion of 13,406
preferred shares to
363,671 common shares. (13.4) - - 2.5 - - - 10.9 - -
Repurchase of 1,127,125
preferred shares...... (112.7) - - - - - - - - (112.7)
Cash payments received
on notes receivable
from ESOP............. - - - - - - 0.1 - - 0.1
Issuance of 59,000
preferred shares to
ESOP.................. 59.0 (61.3) - 2.3 - - - - - -
Release of preferred
shares to ESOP........ - 13.9 - (0.5) - - - - - 13.4
Issuance of 1,053,160
common shares......... - - - 5.3 (5.3) - - 29.0 - 29.0
Issuance of 6,325,906
common shares for
acquisitions.......... - - 10.1 64.3 22.6 (0.2) (1.5) 8.2 - 103.5
Repurchase of 1,415,908
common shares......... - - - - - - - (50.8) - (50.8)
Change in net unrealized
gains (losses) on
securities available
for sale.............. - - - - - (29.1) - - - (29.1)
Foreign currency
translation........... - - - - - - - - 0.5 0.5
Balance,
March 31, 1996.........$ 274.1 (86.3) 607.3 808.1 3,694.1 297.8 (14.7) (128.6) (5.3) 5,446.5

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 recoverable. The adoption of FAS
121 did not have a material effect on the corporation's consolidated financial
statements.

2. Consolidated Statements of Cash Flows

Supplemental disclosures of cash flow information for the quarters ended
March 31, include:

In millions 1996 1995

Interest....................................... $ 629.7 507.4
Income taxes................................... 12.3 13.8
Transfer of loans to other real estate owned... 13.2 10.3

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 March 31, 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 .. $ 1,054.3 13.5 (13.4) 1,054.4
State, municipal and housing -
tax exempt ......................... 811.6 28.0 (4.4) 835.2
Other ............................... 671.7 394.5 (7.0) 1,059.2
Total investment securities
available for sale .............. 2,537.6 436.0 (24.8) 2,948.8
Mortgage-backed securities:
Federal agencies ................... 12,124.4 165.7 (117.6) 12,172.5
Collateralized mortgage
obligations ....................... 138.3 2.5 (1.1) 139.7
Total mortgage-backed securities
available for sale .............. 12,262.7 168.2 (118.7) 12,312.2
Total investment and
mortgage-backed securities
available for sale .................. 14,800.3 604.2 (143.5) 15,261.0

Other securities held for investment.. 833.8 29.5 (9.0) 854.3

Total investment securities ........ $15,634.1 633.7 (152.5) 16,115.3

</TABLE>

Interest income on investment securities for the quarters ended March 31,
were:

In millions 1996 1995

Available for sale:
U.S. Treasury and federal agencies .. $ 17.3 18.2
State, municipal and housing -
tax exempt ........................ 12.6 1.4
Other ............................... 10.9 7.0
Total investment securities
available for sale .............. 40.8 26.6
Mortgage-backed securities:
Federal agencies ................... 221.4 229.0
Collateralized mortgage
obligations ....................... 3.7 5.8
Total mortgage-backed securities
available for sale .............. 225.1 234.8
Total investment and mortgage-backed
securities available for sale....... 265.9 261.4

Other securities held for investment.. 8.9 19.2

Total investment securities......... $ 274.8 280.6

During the first quarters of 1996 and 1995, certain investment securities
with a total amortized cost of $0.8 million and $20.5 million,
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 during the first quarters
of 1996 and 1995.

9
<PAGE>

4. Loans and Leases

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

In millions March 31, December 31,
1996 1995
Commercial, financial and industrial......$ 9,788.4 9,327.3
Agricultural.............................. 1,019.3 1,090.8
Real estate
Secured by 1-4 family residential
properties............................ 9,375.9 8,592.9
Secured by development properties....... 2,050.6 2,024.0
Secured by construction and land
development........................... 802.2 742.0
Secured by owner-occupied properties.... 2,433.5 2,149.9
Consumer ................................. 10,327.1 10,520.7
Credit card .............................. 1,591.3 1,666.1
Lease financing .......................... 804.5 815.7
Foreign
Consumer ............................... 700.3 705.2
Commercial ............................. 186.7 196.1
Total loans and leases ............... 39,079.8 37,830.7
Unearned discount ........................ (1,686.1) (1,677.6)
Total loans and leases, net of
unearned discount.....................$37,393.7 36,153.1

Changes in the allowance for credit losses for the quarters ended March 31,
were:

In millions 1996 1995

Balance at beginning of period ............ $ 917.2 789.9
Allowance related to assets
acquired, net .......................... 40.2 15.3
Provision for credit losses ............. 87.8 55.3

Credit losses............................ (116.0) (80.5)
Recoveries .............................. 30.5 32.5
Net credit losses ..................... (85.5) (48.0)
Balance at end of period .................. $ 959.7 812.5

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 March
31, 1996 and 1995 and December 31, 1995 were:

In millions March 31, December 31,
1996 1995 1995
Impaired loans
Non-accrual ...........................$ 107.3 84.5 100.1
Restructured .......................... 1.8 1.9 2.0
Total impaired loans ................ 109.1 86.4 102.1
Other non-accrual loans and leases....... 68.9 43.9 66.8
Total non-accrual and
restructured loans and leases......... 178.0 130.3 168.9
Other real estate owned ................. 37.8 32.5 37.1
Total non-performing assets ........... 215.8 162.8 206.0
Loans and leases past due 90 days or more* 113.8 75.8 91.9
Total non-performing assets and
90-day past due loans and leases .....$ 329.6 238.6 297.9

* Excludes non-accrual and restructured loans.

The average balances of impaired loans for the quarters ended March 31, 1996
and 1995 were $105.3 million and $89.5 million, respectively. The allowance
for credit losses related to impaired loans at March 31, 1996 and December
31, 1995 was $43.4 million and $43.3 million, respectively. Impaired loans
of $4.1 million and $2.7 million were not subject to a related allowance for
credit losses at March 31, 1996 and December 31, 1995, respectively, because
of 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 $0.5 million and $0.4 million was recognized
on impaired loans for the quarters ended March 31, 1996 and 1995,
respectively.

The effects of total non-accrual and restructured loans on interest income
for the quarters ended March 31, were:

In millions 1996 1995

Interest
As originally contracted ........... $ 4.6 4.5
As recognized ...................... (0.5) (0.4)
Reduction of interest income ..... $ 4.1 4.1

6. Long-term Debt

During the first three months of 1996, the corporation issued $600 million
in fixed rate, medium-term notes ranging from 5.625 percent to 6.25 percent,
which mature from February 2001 to February 2003. Certain banking
subsidiaries of the corporation received advances from the Federal Home Loan
Bank. Advances of $1,470 million were issued bearing interest at one-month
LIBOR minus six basis points to one-month LIBOR minus four basis points,
which mature from March 1997 to March 2011.

11
<PAGE>

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 March 31, 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
March 31, December 31, March 31, March 31, 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........ 12,659 12,984 9.00% 12.7 13.0
1995 ESOP Cumulative
Convertible, $1,000
stated value............... 24,137 24,572 10.00% 24.1 24.5
1996 ESOP Cumulative
Convertible, $1,000 stated
value...................... 46,354 - 8.50% 46.3 -
Less: Cumulative
Tracking shares held by
a subsidiary............... (25,000) (25,000) (5.0) (5.0)
1,038,150 2,119,681 274.1 341.2
Unearned ESOP shares......... (86.3) (38.9)
Total preferred stock.... $187.8 302.3

</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.

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. For the quarters ended March
31, 1996 and 1995, 13,406 and 10,863 shares of ESOP Preferred Stock were
converted into 363,671 shares and 428,097 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

12
<PAGE>

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 January 2, 1996. Each depositary share represented one-quarter
of a share of preferred stock. Shares were redeemed at their 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 ended March 31 is included in the
following summary:

In millions
1996 1995
Revenues:*
Banking................. $ 1,348.2 1,150.8
Mortgage Banking........ 299.5 202.6
Norwest Financial....... 431.4 329.4
Total................. $ 2,079.1 1,682.8
Organizational earnings:*
Banking................. $ 181.2 140.1
Mortgage Banking........ 30.4 21.1
Norwest Financial....... 59.8 55.6
Total................. $ 271.4 216.8
Total assets:
Banking................. $56,081.1 50,264.0
Mortgage Banking........ 9,496.2 5,457.0
Norwest Financial....... 8,364.8 6,124.1
Total................. $73,942.1 61,845.1

* 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 ended
March 31 is presented below:

In millions 1996 1995

Origination fees........... $ 40.6 19.9
Servicing fees............. 64.9 48.4
Net gains on sales of
servicing rights......... 15.1 45.8
Net losses on
sales of mortgages....... (5.7) (4.7)
Other mortgage fee income.. 54.5 21.8
Total mortgage banking
non-interest income.... $169.4 131.2

Mortgage loans serviced for others are not included in the accompanying
consolidated balance sheets. The outstanding balances of serviced loans were
$112.1 billion and $100.3 billion at March 31, 1996 and 1995, respectively,
and $107.4 billion at December 31, 1995.

Changes in capitalized mortgage loan servicing rights for the quarters ended
March 31, were:

In millions 1996 1995

Balance at beginning
of period............. $1,061.5 550.3
Originations............ 84.2 25.4
Purchases............... 102.5 331.4
Sales................... (16.9) (27.8)
Amortization............ (34.6) (16.9)
Other................... (0.1) (0.3)
1,196.6 862.1
Less valuation allowance (64.2) (24.2)
Balance at end of period.. $1,132.4 837.9

The fair value of capitalized mortgage servicing rights at March 31, 1996 was
approximately $1,292.7 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 ended March 31, were:

In millions 1996 1995

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

Excess servicing rights receivable are recorded in other assets in the
accompanying balance sheets, apart from the capitalized mortgage loan

14
<PAGE>

servicing rights presented in the preceding tables. At March 31, 1996 and
December 31, 1995, the amount of excess servicing rights receivable was
$305.7 million and $229.4 million, respectively. During the three months
ended March 31, 1996 and 1995, amortization of excess servicing rights
receivable totaled $12.4 million and $4.4 million, respectively.

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 ending March 31, trading revenues were derived from the
following activities:

In millions 1996 1995

Interest income:
Securities......................................$ 6.0 2.3
Swaps and other interest rate contracts......... - 1.0
Total interest income......................... 6.0 3.3

Non-interest income:
Losses on securities sold.......................(26.3) 1.8
Swaps and other interest rate contracts......... 8.5 2.6
Foreign exchange trading........................ 2.1 1.8
Options......................................... (1.6) 4.3
Futures......................................... 2.0 (0.1)
Total non-interest income.....................(15.3) 10.4
Total trading revenues............................$(9.3) 13.7

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 and 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.

For the three months ended March 31, 1996, end-user derivative activities
increased net interest income by $15.1 million by a corresponding reduction
in interest expense. For the same period in 1995, interest income was
decreased by $1.3 million and interest expense was increased by $1.1
million, for a total reduction to net interest income of $2.4 million.

15
<PAGE>

A key assumption in the information which follows is that rates remain
constant at March 31, 1996 levels. To the extent that rates change, both
the average notional and variable interest rate information may change.

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

Dollars in millions

<TABLE>
<CAPTION>
Maturity
There-
March 31, 1996 1996 1997 1998 1999 2000 after Total

<S> <C> <C> <C> <C> <C> <C> <C>
Swaps:
Generic receive fixed-
Notional value.........$ 600 450 550 716 225 1,700 4,241
Weighted avg.
receive rate......... 6.43% 7.07 6.36 7.04 6.33 6.36 6.56
Weighted avg. pay rate. 5.52% 5.51 5.46 5.42 5.60 5.32 5.42
Amortizing receive fixed-
Notional value.........$ 487 1,477 67 22 - - 2,053
Weighted avg.
receive rate......... 7.50% 7.50 2.89 2.89 - - 7.28
Weighted avg. pay rate. 5.24% 5.25 5.62 5.56 - - 5.26
Generic pay fixed-
Notional value.........$ 30 - - - - 300 330
Weighted avg.
receive rate......... 5.30% - - - - 5.34 5.33
Weighted avg. pay rate. 6.27% - - - - 5.89 5.92
Basis-
Notional value.........$ 200 - 29 - - - 229
Weighted avg.
receive rate......... 5.30% - 4.51 - - - 5.20
Weighted avg. pay rate. 5.35% - 3.64 - - - 5.13

Interest rate caps and
floors (1):
Notional value.........$ 16 - 1,077 3,650 6,350 5,250 16,343

Futures contracts (1):
Notional value........ $ 900 - - - - - 900

Total notional value.... $2,233 1,927 1,723 4,388 6,575 7,250 24,096

Total weighted avg.
rates on swaps:
Receive rate........ 6.64% 7.40 5.88 6.90 6.33 6.20 6.67

Pay rate............ 5.40% 5.31 5.40 5.43 5.60 5.40 5.38

</TABLE>

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

Note: Weighted average variable rates are based on the actual rates as of
March 31, 1996.

16
<PAGE>

Activity in the notional amounts of end-user derivatives for the three months
ended March 31, 1996 is summarized as follows:

<TABLE>
<CAPTION>
In millions December 31, Amortizations March 31,
1995 Additions and Maturities Terminations 1996

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

Generic receive fixed...... $ 2,816 1,500 (75) - 4,241

Amortizing receive fixed... 1,575 522 (44) - 2,053

Generic pay fixed.......... 330 - - - 330

Basis...................... 229 - - - 229

Total swaps.............. 4,950 2,022 (119) - 6,853

Interest rate caps
and floors................. 7,843 8,500 - - 16,343

Futures contracts............ - 900 - - 900

Security options............. - 200 - (200) -

Total........................ $ 12,793 11,622 (119) (200) 24,096

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

</TABLE>

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:

In millions Balance Sheet Category
Interest- Long-
Investment bearing term
March 31, 1996 Securities Deposits Debt Other* Total

Swaps:

Pay variable
Unrealized gains...... $ - 0.9 65.8 - 66.7
Unrealized (losses)... - (32.4) (25.6) (4.3) (62.3)

Pay variable net...... - (31.5) 40.2 (4.3) 4.4

Pay fixed
Unrealized gains...... - 6.0 - 1.7 7.7

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

Total unrealized gains.. 0.6 6.9 65.8 1.7 75.0
Total unrealized (losses) - (32.4) (25.6) (4.3) (62.3)

Total net............. $ 0.6 (25.5) 40.2 (2.6) 12.7

Interest rate caps and floors:

Unrealized gains........ $ - - - 13.5 13.5
Unrealized (losses)..... - (0.3) (0.2) (61.6) (62.1)

Total net............. $ - (0.3) (0.2) (48.1) (48.6)

Futures contracts:

Unrealized (losses)..... $ - - - (20.1) (20.1)

Grand total
unrealized gains...... $ 0.6 6.9 65.8 15.2 88.5
Grand total
unrealized (losses)... - (32.7) (25.8) (86.0) (144.5)

Grand total net......... $ 0.6 (25.8) 40.0 (70.8) (56.0)

*Includes $13.5 million in gains and $86.0 million in losses on floors, futures
and swaps hedging mortgage servicing rights, and $1.7 million in gains from
swaps hedging leasing activity.

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 March 31, 1996, the
corporation had forward contracts totaling $13.0 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.

18
<PAGE>

At March 31, 1996, the corporation's trading account portfolio included
written options of $700 million 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 three months ended March 31, 1996 include:

In millions, except share amounts

<TABLE>
<CAPTION>
Common
Cash Shares Method of
Date Assets Paid Issued Accounting

<S> <C> <C> <C> <C> <C>
The Bank of Robstown, NA,
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
$1,843.6 $41.0 6,325,906

* Pooling of interests transaction was not material to the corporation's consolidated
financial statements; accordingly, previously reported results have not been
restated.
(B) - Banking Group

</TABLE>

At March 31, 1996, the corporation had nine other pending acquisitions with
total assets of approximately $4.8 billion, and it is anticipated that cash of
$224.5 million and approximately 13.7 million common shares will be issued
upon completion of these acquisitions. Pending acquisitions include Victoria
Bankshares, Inc. a $2.0 billion bank holding company based in Victoria, Texas
(consummated April 11, 1996), and PriMerit Bank, a $1.8 billion thrift located
in Las Vegas, Nevada.

Norwest Mortgage, Inc.'s pending agreement to acquire certain assets of The
Prudential Home Mortgage Company, Inc., including $47 billion of its servicing
portfolio, was completed May 7, 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.

19
<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 $271.4 million for the quarter ended
March 31, 1996, a 25.2 percent increase over the $216.8 million earned in
the first quarter of 1995. Fully diluted earnings per share were 74 cents,
compared with 65 cents in the first quarter of 1995, an increase of 13.8
percent. Return on realized common equity was 22.7 percent and return on
assets was 1.51 percent for the first quarter of 1996, compared with 22.2
percent and 1.46 percent, respectively, in the first quarter of 1995.

ORGANIZATIONAL EARNINGS

The organizational earnings of the corporation's primary business segments
are included in Note 8 to the unaudited consolidated statements for the
quarters ended March 31, 1996 and 1995 and are discussed in the following
paragraphs.

Banking

The Banking Group reported first quarter 1996 earnings of $181.2 million, a
29.3 percent increase over the first quarter 1995 earnings of $140.1
million. The increased earnings in the first quarter of 1996 reflected a
15.8 percent increase in tax-equivalent net interest income to $617.0
million, due to an 8.0 percent increase in average earning assets and a 44
basis point increase in net interest margin. The Banking Group's provision
for credit losses for the quarter ended March 31, 1996 increased $6.7
million to $30.1 million from a year earlier, as average loans and leases
rose $2.0 billion, or 7.4 percent, and net charge-offs as a percent of
average loans and leases increased from 0.26 percent to 0.41 percent. Non-
interest income rose $105.1 million to $315.8 million for the first three
months of 1996, due to increased venture capital gains and fee income. The
Banking Group also recorded investment securities gains of $1.7 million in
the three months ended March 31, 1996, compared with investment securities
losses of $35.2 million in the same period last year. Non-interest
expenses of $624.7 million for the first three months of 1996 were $115.3
million higher when compared with the first three months of 1995,
reflecting additional expenses related to acquired companies.

Mortgage Banking

Mortgage Banking earned $30.4 million in the current quarter compared with
$21.1 million in the first quarter of 1995. See Note 9 to the unaudited
consolidated financial statements for a detailed analysis of mortgage
banking revenues for the quarters ended March 31, 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
reduction in combined gains on sales of mortgages and servicing rights to
$9.4 million in the first quarter of 1996 from $41.1 million in the same
period a year ago. Mortgage loan originations amounted to $11.7 billion
during the quarter, compared with $4.6 billion in the comparable period in
1995. Mortgage Banking capitalized $84.2 million of mortgage servicing
rights in the first quarter of 1996, representing 125 basis points of

20
<PAGE>

originated mortgage loans, compared with $25.4 million for the first
quarter of 1995. Amortization of capitalized mortgage servicing rights,
including excess servicing rights, was $47.0 million for the quarter ended
March 31, 1996, compared with $21.3 million for the quarter ended March 31,
1995. The servicing portfolio increased to $112.1 billion from $100.3
billion at March 31, 1995 and $107.4 billion at year-end 1995. The
servicing portfolio currently has a weighted average coupon of 7.71
percent. Norwest Mortgage previously announced its agreement to acquire
certain assets of The Prudential Home Mortgage Company, Inc., including $47
billion of its mortgage servicing portfolio. The acquisition was completed
May 7, 1996.

Norwest Financial

Norwest Financial (including Norwest Financial Services, Inc. and Island
Finance) reported earnings of $59.8 million in the first quarter of 1996,
compared with $55.6 million in the first quarter of 1995, an increase of
7.7 percent. The growth in earnings reflected a 30.7 percent increase in
Norwest Financial's tax-equivalent net interest income as average finance
receivables grew 33.9 percent from the first three months 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 quarter of 1996 were $55.8
million compared with $30.5 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 $898.3 million in the
first quarter of 1996, compared with $752.0 million in the first quarter of
1995, an increase of 19.5 percent. Growth in tax-equivalent net interest
income over the first quarter of 1995 was a result of a 16.8 percent growth
in average earning assets and lower borrowing costs. Net interest margin,
the ratio of annualized tax-equivalent net interest income to average
earning assets, was 5.69 percent in the first quarter of 1996, compared
with 5.49 percent in the first quarter of 1995. The following table
summarizes changes in tax-equivalent net interest income between the first
quarter of 1996 and the first and fourth quarters of 1995.

Changes in Tax-Equivalent Net Interest Income*

In millions 1Q 96 1Q 96
over over
1Q 95 4Q 95
Increase (decrease) due to:
Change in earning asset volume ................ $113.5 (10.9)
Change in volume of interest-free funds ....... (14.4) (0.7)
Change in net return from
Interest-free funds .......................... (1.6) (6.5)
Interest-bearing funds ....................... 74.7 12.3
Change in earning asset mix ................... (15.9) 1.5
Change in funding mix ......................... (10.0) 6.5
Change in tax-equivalent net interest income .... $146.3 2.2

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

21
<PAGE>

Provision for Credit Losses

The corporation provided $87.8 million for credit losses in the first quarter
of 1996, compared with $55.3 million in the same period a year ago. Net
credit losses totaled $85.5 million and $48.0 million for the three months
ended March 31, 1996 and 1995, respectively. As a percentage of average loans
and leases, net credit losses were 0.93 percent in the first quarter of 1996,
compared with 0.59 percent in the same period a year ago.

Non-interest Income

Consolidated non-interest income was $555.1 million in the first quarter of
1996, an increase of $160.3 million, or 40.6 percent, from the first quarter
of 1995. Net venture capital gains were $66.5 million for the first quarter,
compared with $21.6 million for the same period in 1995. Sales of venture
capital securities generally relate to timing of holdings becoming publicly
traded and subsequent market conditions, causing venture capital gains to be
unpredictable in nature. Net unrealized appreciation in the venture capital
investment portfolio was $248.2 million at March 31, 1996. Net investment
securities gains of $1.7 million were recorded in the first quarter of 1996
compared with net losses of $35.2 million in the first quarter of 1995.

Mortgage banking revenues in the first quarter of 1996 were $169.4 million,
compared with $131.2 million in the first quarter of 1995. The increase was
principally due to increased levels of originations and servicing fees,
partially offset by a $31.7 million decrease in net gains from the sales of
mortgages and 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 a detailed
analysis of mortgage banking revenues for the quarters ended March 31, 1996
and 1995.

The increase in non-interest income for the first quarter of 1996 compared to
the first quarter of 1995 was also partially offset by a decline in trading
income of $25.7 million. See Note 10 to the unaudited consolidated financial
statements for a detailed analysis of trading revenues for the quarters ended
March 31, 1996 and 1995.

Non-interest Expenses

Consolidated non-interest expenses of $945.5 million increased 24.5 percent
over the first quarter of 1995. The increase in non-interest expenses over
1995 reflects increased operating expenses associated with acquisitions,
including salaries and benefits, partially offset by reductions in FDIC
insurance premiums.

CONSOLIDATED BALANCE SHEET ANALYSIS

At March 31, 1996, earning assets were $64.4 billion, an increase of 2.6
percent from $62.8 billion at December 31, 1995. This increase was primarily
due to a 3.4 percent increase in net loans. The increase in other assets from
December 31, 1995 was principally due to increases in capitalized mortgage
servicing rights and other mortgage-related receivables, and receivables
associated with sales of investment securities.

At March 31, 1996, interest-bearing liabilities totaled $54.3 billion, a 3.3
percent increase from $52.6 billion at December 31, 1995. The increase was
primarily due to increases in interest-bearing deposits.

22
<PAGE>

Credit Quality

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

At March 31, 1996, the allowance for credit losses totaled $959.7 million, or
2.57 percent of loans and leases outstanding. Comparable amounts were $812.5
million, or 2.40 percent, at March 31, 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 291.2
percent at March 31, 1996, compared with 340.5 percent at March 31, 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 March 31, 1996 and December 31, 1995 was:

March 31, December 31,
1996 1995

Commercial .................... $ 211.6 186.4
Consumer ...................... 282.7 276.5
Real estate ................... 170.0 171.8
Foreign ....................... 27.0 27.0
Unallocated ................... 268.4 255.5
Total ...................... $ 959.7 917.2

Non-performing assets and 90-day past due loans and leases totaled $329.6
million, or 0.45 percent of total assets, at March 31, 1996, compared with
$238.6 million, or 0.39 percent, at March 31, 1995, and $297.9 million, or
0.41 percent, at December 31, 1995. The increase from March 31, 1995,
primarily reflects bank acquisitions in Texas, including El Paso. The
increase from December 31, 1995 was primarily due to a $21.9 million increase
in 90-day past due loans and leases, as well as a $9.1 million increase in
non-accrual and restructured loans and leases principally due to acquisitions.

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

The corporation's Banking Group operates in 16 states, largely in the Midwest,
Southwest and Rocky Mountain regions of the country. Distribution of average
loans by region during the first three months of 1996 was approximately 60
percent in the North Central Midwest, 12 percent in the South Central Midwest
and 28 percent in the Rocky Mountain/Southwest region.

23
<PAGE>

Norwest Card Services, Norwest Mortgage and Norwest Financial operate on a
nationwide basis. With respect to credit card receivables, approximately 43
percent of the portfolio is within the 16-state Norwest banking region.
Approximately 57 percent of the portfolio is accounted for by the states of
Massachusetts, Minnesota, Iowa, California, Connecticut, Colorado, Illinois,
Texas, New York, and Arizona. No one state accounts for more than 10 percent
of the total credit card 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 growth, although certain areas have
displayed higher levels of consumer-related loan delinquencies and charge-
offs. The corporation's consumer-related loan net charge-offs, including
credit card loans, amounted to $79.0 million in the first quarter of 1996,
compared with $53.5 million for the three months ended March 31, 1995.
Although the corporation's total nonperforming assets and 90-day past due
loans as a percent of total assets increased slightly from the end of 1995 due
to acquisitions, 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.

Credit Ratings

The commercial paper/short-term debt and senior debt of the corporation and
Norwest Financial are currently rated as follows:

Norwest Corporation Norwest Financial
Commercial Paper Senior Commercial Paper Senior
Short-term Debt Debt Short-term Debt Debt

Thomson BankWatch, Inc. TBW-1 AA+ TBW-1 AA+
Moody's Investors
Service........... P1 Aa3 P1 Aa3
Standard & Poor's
Corporation....... A1+ AA- A1+ AA-
Duff & Phelps.......... Duff-1+ AA Duff-1+ AA
Fitch Investors
Service, Inc...... F-1+ AA+ F-1+ AA+
IBCA................... A1+ AA - -

The corporation's senior debt rating was upgraded to AA+ from AA by Fitch
Investors Service, Inc.

24
<PAGE>

Capital

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

March 31, December 31,
1996 1995

Tier 1 capital............................. $ 4,184 3,994
Tier 1 and Tier 2 capital.................. 5,223 5,012
Total risk adjusted assets................. 50,964 49,255
Tier 1 capital ratio....................... 8.21% 8.11
Total capital to risk adjusted assets...... 10.25% 10.18
Leverage ratio............................. 5.96% 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.

All shares of the corporation's 10.24% Cumulative Preferred Stock, in the form
of depositary shares, were called for redemption on January 2, 1996. A
detailed description of the redemption is included in Note 7 to the unaudited
consolidated financial statements for the quarters ended March 31, 1996 and
1995.

The corporation's dividend payout ratio was 32.4 percent for the first quarter
of 1996 compared with 31.8 percent for the first quarter of 1995. In April,
1996, the board of directors approved an increase in the corporation's
quarterly common stock dividend to 27 cents per share from 24 cents. The
dividend is payable on June 1, 1996, to common stockholders of record on May
10, 1996.

25
<PAGE>

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

Quarter Ended March 31 _
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..... $ 559 $ 7.8 5.63% $ 973 $ 13.9 5.78%
Trading account securities... 398 6.1 6.14 141 3.4 9.75
Investment securities
U.S. Treasury & federal
agencies................. - - - 27 0.3 4.49
State, municipal and
housing tax-exempt....... - - - 701 18.3 10.44
Other...................... 796 8.9 4.50 568 6.4 4.52
Total.................... 796 8.9 4.50 1,296 25.0 7.72

Investment securities available
for sale
U.S. Treasury & federal
agencies................. 1,131 17.3 6.22 1,055 18.2 6.89
State, municipal and
housing tax-exempt....... 840 18.4 9.22 108 2.0 7.21
Mortgage-backed............ 12,333 225.1 7.41 12,403 234.8 7.33
Other...................... 933 10.9 7.30 423 7.1 8.42
Total.................... 15,237 271.7 7.42 13,989 262.1 7.32

Loans held for sale.......... 3,440 87.2 10.19 2,153 45.5 8.57
Mortgages held for sale...... 6,344 108.4 6.83 2,824 57.2 8.11
Loans and leases
(net of unearned discount)
Commercial................. 12,287 279.9 9.16 9,903 225.9 9.24
Real estate................ 13,085 323.0 9.88 12,566 284.1 9.05
Consumer................... 11,648 438.5 15.09 10,750 379.2 14.22
Total loans and leases... 37,020 1,041.4 11.28 33,219 889.2 10.78
Allowance for credit losses (952) (809)
Net loans and leases..... 36,068 32,410

Total earning assets
(before the allowance for
credit losses)........... 63,794 1,531.5 9.71 54,595 1,296.3 9.49

Cash and due from banks...... 3,551 3,074
Other assets................. 5,909 3,553
Total assets............... $72,302 $60,413

(Continued on page 27)

</TABLE>
26
<PAGE>

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

(Continued from page 26)

Quarter Ended March 31
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. $11,167 $ - -% $ 8,921 $ - -%

Interest-bearing deposits
Savings and NOW accounts... 5,513 24.2 1.76 4,795 25.2 2.13
Money market accounts...... 11,485 84.6 2.96 10,398 80.3 3.13
Savings certificates....... 11,826 162.7 5.53 10,273 130.0 5.13
Certificates of deposit
and other time........... 2,510 35.7 5.72 1,548 20.8 5.46
Foreign time............... 239 2.8 4.68 753 10.8 5.81
Total interest-bearing
deposits............... 31,573 310.0 3.95 27,767 267.1 3.90
Federal funds purchased &
repurchase agreements...... 3,170 41.1 5.22 3,834 54.9 5.81
Short-term borrowings........ 5,099 69.7 5.50 3,782 57.9 6.21
Long-term debt............... 13,689 212.4 6.21 10,081 164.4 6.52

Total interest-bearing
liabilities............ 53,531 633.2 4.75 45,464 544.3 4.84

Other liabilities............ 2,330 1,957
Preferred stock.............. 191 532
Common stockholders' equity.. 5,083 3,539
Total liabilities and
stockholders' equity... $72,302 $60,413

Net interest income
(tax-equivalent basis)... $898.3 $ 752.0

Yield spread............... 4.96 4.65

Net interest margin........ 5.69 5.49

Interest-bearing liabilities
to earning assets........ 83.91 83.28

</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.

27
<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. Retirement Plan for Non-Employee Directors, as amended
effective February 26, 1996 30
11. Computation of Earnings Per Share 35
12(a). Computation of Ratio of Earnings to Fixed Charges 36
12(b). Computation of Ratio of Earnings to Fixed Charges
and Preferred Stock Dividends 37

(b) Reports on Form 8-K.

The corporation filed a Current Report on Form 8-K, dated January 17,
1996, reporting consolidated operating results of the corporation for
the year ended December 31, 1995.

The corporation filed a Current Report on Form 8-K, dated February 20,
1996, as amended pursuant to Form 8-K/A dated February 21, 1996,
reporting consolidated pro forma combining financial information to
reflect certain consummated and pending acquisitions.

The corporation filed a Current Report on Form 8-K, dated February 26,
1996, filing the Certificate of Designations with respect to the
corporation's 1996 ESOP Cumulative Convertible Preferred Stock.

28
<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

May 14, 1996 By /s/ Michael A. Graf
Senior Vice President
and Controller
(Chief Accounting Officer)

29
<PAGE>

Exhibit 10

NORWEST CORPORATION

RETIREMENT PLAN FOR NON-EMPLOYEE DIRECTORS

(As amended effective February 26, 1996)

1. Purpose:

The purpose of the Norwest Corporation Retirement Plan for Non-
Employee Directors (the "Plan") is to provide unfunded retirement
benefits for certain non-employee members of the Board of Directors 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 services on the Corporation's Board
of Directors (the "Board").

2. Effective Date:

The effective date of the Plan shall be January 1, 1988.

3. Administration:

The Plan shall be administered by the Corporation's Vice
President-Compensation and Benefits (the "Administrator"), who shall
have the authority to adopt rules for carrying out the Plan and to
interpret and implement the provisions of the Plan and whose
determinations shall be conclusive and binding on all participants.

4. Eligibility:

Any member of the Board who is not an officer or employee of the
Corporation or of a subsidiary of the Corporation ("Non-Employee
Director") shall be eligible to participate in the Plan. Any Non-
Employee Director shall be a Plan participant as of the later of the
date on which he or she has completed 5 full years of service as a Non-
Employee Director of the Board or January 1, 1988. The years of service
need not be consecutive for purposes of becoming a Plan participant.
Prior years of service as a Non-Employee Director of a subsidiary of the
Corporation will be included in the calculation of years of service for
the determination of status as a Plan participant only. In calculating
years of service for purposes of determining whether a Non-Employee
Director qualifies as a Plan participant, only each full year of service
will be included, partial years of service will not be included.

5. Retirement Benefit:

At the time the Non-Employee Director retires from service on the
Board or later if the participant makes the deferral election described
in this paragraph 5, a Plan participant shall be entitled to receive an
annual benefit equal to the annual retainer rate paid in cash in effect
for Non-Employee Directors at the time of the Plan participant's last
day of service as a Non-Employee Director. This benefit will be paid in
equal monthly installments. A Plan participant shall be eligible to
receive this annual benefit for the same number of full years that he or
she served as a Non-Employee Director up to a maximum of 10 years. For
purposes of calculating the retirement benefit to which a Plan
participant is entitled under this paragraph, years of service as a Non-

30
<PAGE>

Employee Director of a subsidiary of the Corporation will not be
included. A Plan participant may elect to defer the commencement of the
payment of a benefit under the Plan by filing an irrevocable deferral
election ( a copy of which is attached as Exhibit A) with the
Administrator prior to the date the Non-Employee Director becomes a Plan
participant.

6. Death Benefits:

If a Plan participant dies while serving as a Non-Employee
Director, the benefit to which the Director is then entitled pursuant to
paragraph 5 of this Plan shall be paid commencing during the second
month following the month during which the participant dies to the
beneficiary designated by the Non-Employee Director pursuant to the Plan
beneficiary designation form ( a copy of which is attached as Exhibit B)
and in the absence of a valid designation or if the designated
beneficiary does not survive the participant to such participant's
estate. If a Plan participant dies after completing his or her service
as a Non-Employee Director but before he or she has received all of the
retirement benefits to which he or she is entitled under the terms of
this Plan, the remaining benefits (as determined by paragraph 5) shall
be paid to the beneficiary designated by the Non-Employee Director
pursuant to the Plan beneficiary designation form and in the absence of
a valid designation or if the designated beneficiary does not survive
the participant to such participant's estate. The Corporation may, in
its discretion, pay to the beneficiary the present value of the entire
benefit (as determined by the Administrator) to which the Non-Employee
Director is entitled, in one lump sum payment. If any beneficiary dies
after becoming entitled to receive payments hereunder, the remaining
payments shall be made to such beneficiary's estate.

7. Interest on Deferred Benefits:

If a Plan participant files an election to defer the receipt of
benefits, in accordance with Paragraph 5, all deferred benefits shall
bear interest from the date on which the participant, in absence of the
deferral, would have received benefits under this Plan until such
benefits are paid at a rate per annum equal to the interest equivalent
of the secondary market yield for three month United States Treasury
Bills as reported for the preceding month in Federal Reserve Statistical
Release H.15(519) (the "Release") which shall be credited to the amount
of benefit due a participant as of the last day of each month. At the
time payment of the benefits begins pursuant to Paragraph 5 or 6, the
total amount of interest then accumulated will be apportioned equally to
the monthly payments.

8. Benefits Not Funded:

All benefits under this Plan shall be unsecured obligations of
the Corporation, and each claim participant's right thereto shall be as
an unsecured creditor of the Corporation.

9. Change of Control:

At the time of an election, a participant may also elect to have
all amounts deferred pursuant to this Plan become payable immediately in
cash if (i) a third person, including a "group" as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, becomes the beneficial
owner, directly or indirectly, of 25% or more of the combined voting
power of the Corporation's outstanding voting securities ordinarily
having the right to vote for the election of directors of the

31
<PAGE>

Corporation or (ii) individuals who constitute the Board of Directors of
the Corporation as of November 24, 1987 (the "Incumbent Board") cease
for any reason to constitute at least two-thirds thereof, provided that
any person becoming a director subsequent to said date whose election,
or nomination for election by the Corporation's stockholders, was
approved by a vote of at least three-quarters of the directors
comprising the Incumbent Board, shall be, for purposes of this clause
(ii), considered as though such person were a member of the Incumbent
Board.

10. No Guarantee of Service:

Participation in this Plan does not constitute a guarantee or
contract of service as a Non-Employee Director.

11. Beneficiary Designation and Non-Assignability:

No right to receive payments hereunder shall be transferable or
assignable by a Plan participant, except as provided in paragraph 6 of
this Plan.

12. Amendment and Termination:

This Plan may at any time or from time to time be amended,
suspended or terminated by action of the Board. However, no such action
shall deprive any Plan participant of any benefits to which he or she is
entitled under paragraph 5 as of the day of amendment, suspension or
termination of the Plan, as the case may be.

13. Forfeiture of Benefits:

Unless an exception to this paragraph is requested by a Plan
participant and approved by the Board Affairs Committee of the Board, a
Plan participant who, after ceasing to be a Non-Employee Director of the
Corporation, becomes a "management official" of a competing "depository
organization" shall immediately forfeit all future benefits under the
Plan to which such participant is entitled. The terms "management
official" and "depository organization" shall have the meanings set
forth in the Depository Institution Management Interlocks Act (the
"Act") and Regulation L. A depository organization shall be deemed to
be a competing depository organization if the Plan participant would be
prohibited by the Act and Regulation L from serving as a Non-Employee
Director of the Corporation and as a management official of such
depository organization at the same time.

32
<PAGE>

NORWEST CORPORATION RETIREMENT PLAN
FOR NON-EMPLOYEE DIRECTORS

DEFERRAL ELECTION FORM

Instructions to Participant:

If you wish to defer receipt of your retirement benefit under the
Plan, if any, please complete and file this Deferral Election form with
the Plan Administrator. The Plan Administrator will return a copy to
you for your records.

Name of Participant:_________________________________________________

Date:_____________________

I hereby elect to defer commencement of receipt of any retirement
benefit to which I may become entitled under the Plan until _________,
__________. (month)
(year)

I understand that any retirement benefit to which I am entitled will be
paid in installments in accordance with the terms of the Plan commencing
during the month I have selected.

YES ____ NO ____ I hereby elect to have all amounts deferred
pursuant to this Plan become immediately due
and payable on a change of control as
described in Paragraph 9 of this Plan.

I hereby agree to be bound by the terms of the Plan, including any
amendments thereof, and recognize that the foregoing election is
irrevocable and may not be altered by me.

_____________________________
SIGNATURE OF PARTICIPANT

________________________________________________________________________
FOR ADMINISTRATOR USE ONLY
________________________________________________________________________
RECEIVED ON BY TITLE

________________________________________________________________________

EXHIBIT A

33
<PAGE>

NORWEST CORPORATION RETIREMENT PLAN
FOR NON-EMPLOYEE DIRECTORS

DESIGNATION OF BENEFICIARY

Instructions to Participant:

Please complete and file this Designation of Beneficiary form with
the Plan Administrator. The Plan Administrator will return a copy to
you for your records.

Name of Participant:__________________________________________________

Date:______________________

I hereby revoke any Designation of Beneficiary I may previously have
made under the above Plan and designate the following as my Beneficiary
under the Plan:

_____________________________________________________________________
Name Relationship Current Address

Primary/Sole
Beneficiary
____________________________________________________________________

___________________________
SIGNATURE OF PARTICIPANT

________________________________________________________________________
FOR ADMINISTRATOR USE ONLY
________________________________________________________________________
RECEIVED ON BY TITLE

________________________________________________________________________

EXHIBIT B

34
<PAGE>

Exhibit 11.

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

In thousands, except per common share amounts Quarter Ended
March 31,
1996 1995
PRIMARY:
Weighted average number of common shares
outstanding ..................................... 357,392 312,739
Net effect of assumed exercise of stock options
based on treasury stock method using average
market price .................................... 3,444 1,795
360,836 314,534

Net income ........................................ $271,382 216,823
Less dividends accrued on preferred stock ........ 4,441 10,511
Net income, as adjusted .......................... $266,941 206,312

Net income per common share ...................... $ 0.74 0.66

FULLY DILUTED:
Weighted average number of common shares
outstanding ..................................... 357,392 312,739
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 ............................. 3,833 1,875
Assumed conversion of 6 3/4% convertible
subordinated debentures due 2003 ................ 18 31
Assumed conversion of Cumulative Convertible
Preferred Stock ................................. - 12,621
361,243 327,266

Net income ........................................ $271,382 216,823
Less dividends accrued on preferred stock ........ 4,441 6,508
Add 6 3/4% convertible subordinated debentures
interest and amortization of debt expense,
net of income tax effect ........................ 1 2
Net income, as adjusted .......................... $266,942 210,317

Net income per common share....................... $ 0.74 0.65

35
<PAGE>

Exhibit 12(a).

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

Quarter Ended
March 31, 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 $ 412,552 323,984 1,422,814 1,180,601 879,755 645,568 491,673
Capitalized interest (14) (7) (112) (69) (65) (24) -
Income before income
taxes and capitalized
interest 412,538 323,977 1,422,702 1,180,532 879,690 645,544 491,673
Fixed charges 648,396 557,503 2,503,603 1,640,049 1,485,936 1,651,664 2,187,536
Total income for
computation $1,060,934 881,480 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 $ 750,949 614,380 2,770,005 1,957,224 1,513,317 1,281,619 1,196,648

Computation of Fixed
Charges:
Net rental
expense (a) $ 45,614 39,589 166,591 149,462 128,573 123,342 111,609
Portion of rentals
deemed
representative
of interest $ 15,205 13,196 55,530 49,821 42,858 41,114 37,203
Interest:
Interest on
deposits 309,985 267,100 1,156,300 863,357 852,309 1,015,589 1,482,561
Interest on
federal funds
and other
short-term
borrowings 110,776 112,763 515,646 290,211 238,046 277,835 352,384
Interest on
long-term debt 212,416 164,437 776,015 436,591 352,658 317,102 315,388
Capitalized
interest 14 7 112 69 65 24 -
Total interest 633,191 544,307 2,448,073 1,590,228 1,443,078 1,610,550 2,150,333
Total fixed
charges $ 648,396 557,503 2,503,603 1,640,049 1,485,936 1,651,664 2,187,536
Total fixed
charges excluding
interest on
deposits $ 338,411 290,403 1,347,303 776,692 633,627 636,075 704,975
Ratio of Income
to Fixed Charges:
Excluding
interest on
deposits 2.22x 2.12 2.06 2.52 2.39 2.01 1.70
Including
interest on
deposits 1.64x 1.58 1.57 1.72 1.59 1.39 1.22

</TABLE>

(a) Includes equipment rentals.

36
<PAGE>

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

Quarter Ended
March 31, Year Ended December 31
In thousands 1996 1995 1995 1994 1993 1992 1991

Computation of Fixed
Charges:
Net rental
expense (a) $ 45,614 39,589 166,591 149,462 128,573 123,342 111,609
Portion of rentals
deemed
representative
of interest $ 15,205 13,196 55,530 49,821 42,858 41,114 37,203
Interest:
Interest on
deposits 309,985 267,100 1,156,300 863,357 852,309 1,015,589 1,482,561
Interest on
federal funds
and other
short-term
borrowings 110,776 112,763 515,646 290,211 238,046 277,835 352,384
Interest on
long-term debt 212,416 164,437 776,015 436,591 352,658 317,102 315,388
Capitalized
interest 14 7 112 69 65 24 -
Total interest 633,191 544,307 2,448,073 1,590,228 1,443,078 1,610,550 2,150,333
Total fixed
charges $ 648,396 557,503 2,503,603 1,640,049 1,485,936 1,651,664 2,187,536
Total fixed
charges excluding
interest on
deposits $ 338,411 290,403 1,347,303 776,692 633,627 636,075 704,975
Preferred stock
dividends 4,441 10,511 41,220 27,827 31,170 32,219 20,065
Pre-tax earnings
needed to meet
preferred stock
dividend
requirements 6,751 15,706 61,349 41,044 44,728 44,367 23,997
Total combined fixed
charges and preferred
stock dividends $ 655,147 573,209 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 $ 345,162 306,109 1,408,652 817,736 678,355 680,442 728,972

(a) Includes equipment rentals.
</TABLE>
37
<PAGE>

Exhibit 12(b).
(continued)

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

Quarter Ended
March 31, 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 2.18x 2.01 1.97 2.39 2.23 1.88 1.64
Including interest on
deposits 1.62x 1.54 1.53 1.68 1.55 1.35 1.21

</TABLE>
38
<PAGE>

<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
MARCH 31, 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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 3462
<INT-BEARING-DEPOSITS> 32
<FED-FUNDS-SOLD> 1243
<TRADING-ASSETS> 493
<INVESTMENTS-HELD-FOR-SALE> 15261
<INVESTMENTS-CARRYING> 834
<INVESTMENTS-MARKET> 854
<LOANS> 37394
<ALLOWANCE> 960
<TOTAL-ASSETS> 73942
<DEPOSITS> 43105
<SHORT-TERM> 7866
<LIABILITIES-OTHER> 3189
<LONG-TERM> 14336
0
188
<COMMON> 607
<OTHER-SE> 4651
<TOTAL-LIABILITIES-AND-EQUITY> 73942
<INTEREST-LOAN> 1040
<INTEREST-INVEST> 275
<INTEREST-OTHER> 209
<INTEREST-TOTAL> 1524
<INTEREST-DEPOSIT> 310
<INTEREST-EXPENSE> 633
<INTEREST-INCOME-NET> 891
<LOAN-LOSSES> 88
<SECURITIES-GAINS> 2
<EXPENSE-OTHER> 946
<INCOME-PRETAX> 413
<INCOME-PRE-EXTRAORDINARY> 413
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 271
<EPS-PRIMARY> .74
<EPS-DILUTED> .74
<YIELD-ACTUAL> 5.69
<LOANS-NON> 107
<LOANS-PAST> 114
<LOANS-TROUBLED> 2
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 917
<CHARGE-OFFS> 116
<RECOVERIES> 31
<ALLOWANCE-CLOSE> 960
<ALLOWANCE-DOMESTIC> 664
<ALLOWANCE-FOREIGN> 27
<ALLOWANCE-UNALLOCATED> 269

</TABLE>