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



                                 SCHEDULE 13G


                  UNDER THE SECURITIES EXCHANGE ACT OF 1934

                          (AMENDMENT NO.    2    )*
                                        ---------

                           Audio King Corporation
- -------------------------------------------------------------------------------
                              (Name of Issuer)

                                   Common
- -------------------------------------------------------------------------------
                       (Title of Class of Securities)

                                05071H-10-S
                       ------------------------------
                              (CUSIP Number)


Check the following box if a fee is being paid with this statement / /. (A fee

is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).

                                Page 1 of 6 pages




CUSIP NO. 05071H-10-S               13G                       Page 2 of 6 pages

- -------------------------------------------------------------------------------
 1   NAME OF REPORTING PERSON S.S. or I.R.S.
     IDENTIFICATION NO. OF ABOVE PERSON
     First Bank System Inc.
     601 2nd Ave. South
     Minneapolis, MN  55402-4302
     Tax I.D. No.:  41-0255900
- -------------------------------------------------------------------------------
 2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                                                (a) / /
                                                (b) / /

- -------------------------------------------------------------------------------
 3   SEC USE ONLY




- -------------------------------------------------------------------------------
 4   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware, U.S.A.


- -------------------------------------------------------------------------------
                              5   SOLE VOTING POWER
  NUMBER OF                                            290,224
   SHARES                     -------------------------------------------------
BENEFICIALLY                  6   SHARED VOTING POWER
  OWNED BY                                             0
    EACH                      -------------------------------------------------
  REPORTING                   7   SOLE DISPOSITIVE POWER
   PERSON                                              287,224
    WITH                      -------------------------------------------------
                              8   SHARED DISPOSITIVE POWER
                                                       0
- -------------------------------------------------------------------------------
 9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                                       290,224


- -------------------------------------------------------------------------------
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES*


- -------------------------------------------------------------------------------
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                             11.04%


- -------------------------------------------------------------------------------
12   TYPE OF REPORTING PERSON*

     H.C.

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




                     SEE INSTRUCTION BEFORE FILLING OUT!




                                                              Page 3 of 6 pages

ITEM 1

     a.   NAME OF ISSUER:

          Audio King Corporation

     b.   ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

          Audio King Corporation
          3501 S, Highway 100
          St. Louis Park. MN 55416

ITEM 2

     a.   NAME OF PERSON FILING:

          First Bank System, Inc.

     b.   ADDRESS OF PERSON'S FILING PRINCIPAL EXECUTIVE OFFICES:

          601 2nd Ave South
          Minneapolis, MN  55402-4302
          United States

     c.   TITLE OF CLASS OF SECURITIES:

          COMMON

     d.   CUSIP NUMBER:

          05071H-10-S

ITEM 3

          The person filing this statement is a:
          (g) [x] Parent Holding Company

ITEM 4

     OWNERSHIP:

     a.   Amount beneficially owned:                                    290,224
     b.   Percentage of Class:                                           11.04%
     c.   Number of shares as to which such person has:

          1.   Sole power to vote or direct the vote:                   290,224
          2.   Shared power to vote or direct vote:                           0
          3.   Sole power to dispose or direct the disposition:         287,224
          4.   Shared power to dispose or direct the disposition:             0

ITEM 5

     OWNERSHIP OF FIVE PERCENT OR LESS OF CLASS:  (    )


                                                                    Page 4 of 6

ITEM 6

     OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

     Other persons have the right to receive or the power to direct the receipt
     of, dividend from, or the proceeds from the sale of, such securities. To
     our knowledge no interest of any such person relates to more than 5% of
     the class.

ITEM 7

     IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE SUBSIDIARY WHICH
     ACQUIRED THE SECURITY BEING REPORTED ON BY PARENT HOLDING COMPANY

     See Exhibit A

ITEM 8

     IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

     Not Applicable

ITEM 9

     NOTICE OF DISSOLUTION OF GROUP:

     Not Applicable

ITEM 10

     CERTIFICATION

By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.


                                    SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.


Dated:  February 10, 1994




/s/Bruce L. Wilson
- -------------------------
Bruce L. Wilson
Vice President


                                                                    Page 5 of 6

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington D. C. 20549

                                 SCHEDULE 13G
                   Under the Securities Exchange Act of 1934

                                   EXHIBIT A

The Schedule to which this attachment is appended is filed on behalf of the
following subsidiary or subsidiaries listed below, which are classified as

banks for the purposes of 17 CFR 140.13d-1 (b) (ii) (B).

     First Trust National Association      First Bank National Association
     180 East Fifth Street, Suite 200      601 2nd Ave South
     St. Paul, Minnesota 55101             Minneapolis, Minnesota 55402-4302


                                                                    Page 6 of 6

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 SCHEDULE 13G

                            EXHIBIT B - DISCLAIMER

Information on the attached Schedule 13G is provided solely for the purpose of
complying with Section 13(d) and 13(g) of the Securities Exchange Act of 1934
and Regulations promulgated under authority thereof and is not intended as an
admission that First Bank System, Inc. or any of its subsidiaries, is a
beneficial owner of the securities described herein for any other purpose
(including without limitation for purposes of the Minnesota Control Share
Acquisition Act).

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