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


SCHEDULE 13G
Under the Securities Exchange Act of 1934



Amendment No.:2*


Name of Issuer:  First Bank System, Inc. (formerly Colorado       
                 National Bankshares, Inc.) 


Title of Class of Securities:  Common Stock


CUSIP Number:  31927910-5



Check the following line 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).

 CUSIP No.:  31927910-5

1.   NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          Janus Capital Corporation
          EIN #84-0765359

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
     a.   ___
     b.   _X_

3.   SEC USE ONLY

4.   CITIZENSHIP OF PLACE OF ORGANIZATION
          Colorado

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:

     5.   SOLE VOTING POWER
               -0-  

     6.   SHARED VOTING POWER
               448,396  
     
     7.   SOLE DISPOSITIVE POWER
               -0-

     8.   SHARED DISPOSITIVE POWER
               448,396

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          448,396 **

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES
          N/A
          
11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
          .4%

12.  TYPE OF REPORTING PERSON
          IA, CO

**   See Item 4 of this filing

CUSIP No.:  31927910-5

1.   NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          Kansas City Southern Industries, Inc.
          EIN #44-0663509

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
     a.   ___
     b.   _X_

3.   SEC USE ONLY

4.   CITIZENSHIP OF PLACE OF ORGANIZATION
          Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:

     5.   SOLE VOTING POWER
               -0-

     6.   SHARED VOTING POWER
               -0-

     7.   SOLE DISPOSITIVE POWER
               -0-

     8.   SHARED DISPOSITIVE POWER
               -0-  

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          448,396 **  Excludes shares that may be beneficially   
                      owned by Janus Capital corporation as to   
                      which beneficial ownership is disclaimed.

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES
          N/A       
     
11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
          -0-

12.  TYPE OF REPORTING PERSON
          HC, CO

**   See Item 4 of this filing

CUSIP No.:  31927910-5

1.   NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          Thomas H. Bailey
          SS ####-##-####

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
     a.   ___
     b.   _X_

3.   SEC USE ONLY

4.   CITIZENSHIP OF PLACE OF ORGANIZATION
          USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:

     5.   SOLE VOTING POWER
               -0-

     6.   SHARED VOTING POWER
               448,396

     7.   SOLE DISPOSITIVE POWER
               -0-

     8.   SHARED DISPOSITIVE POWER
               448,396

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          448,396  **

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES
          N/A

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
          .4%

12.  TYPE OF REPORTING PERSON
          IN

**   See Item 4 of this filing

Item 1.

     (a). Name of Issuer:  First Bank System, Inc. ("First        
                           Bank"), formerly Coloarado National   
                           Bankshares, Inc.

     (b). Address of Issuer's Principal Executive Offices:

          1200 First Bank Place East 
          Box 522       
          Minneapolis, MN 55480

Item 2.

(a).(b).  Name and Principal Business Address of Persons Filing:

          (1)  Janus Capital Corporation ("Janus Capital")
               100 Fillmore Street, Suite 300
               Denver, Colorado  80206-4923

          (2)  Kansas City Southern Industries, Inc. ("KCSI")
               114 West 11th Street
               Kansas City, Missouri  64105

          (3)  Thomas H. Bailey ("Mr. Bailey")
               100 Fillmore Street, Suite 300
               Denver, Colorado  80206-4923

     (c). Citizenship:  Janus Capital - Colorado
                        KCSI - Delaware
                        Mr. Bailey - USA

     (d). Title of Class of Securities:  Common Stock 

     (e). CUSIP Number:  31927910-5

Item 3.   If this statement is filed pursuant to Rule 13d-1(b),
          or 13d-2(b), check whether the person filing is a:

     (a).      Broker or Dealer registered under Section 15 of
               the Act
     (b).      Bank as defined in Section 3(a)(6) of the Act

     (c).      Insurance Company as defined in Section 3(a)(19) 
               of the Act
     (d).      Investment Company registered under Section 8 of
               the Investment Company Act
     (e).  X   Investment Adviser registered under Section 203
               of the Investment Advisers Act of 1940

     (f).      Employee Benefit Plan, Pension Fund which is
               subject to the provisions of the Employee
               Retirement Income Security Act of 1974 or
               Endowment Fund; see Section 240.13d-1(b)(ii)(F)
     (g).  X   Parent Holding Company, in accordance with Section
               240.13d-1(b)(ii)(G) (Note: See Item 7)
     (h).      Group, in accordance with Section 
               240.13(d)-1(b)(1)(ii)(H)

     KCSI owns approximately 81% and Mr. Bailey owns
approximately 17.6% of Janus Capital (which is a registered
investment adviser).  KCSI is filing this joint statement solely
as a result of such stock ownership which may be deemed to give
it the ability to exert control over Janus Capital.  In addition
to being a stockholder of Janus Capital, Mr. Bailey serves as
President and Chairman of the Board of Janus Capital and is
filing this joint statement with Janus Capital as a result of
such stock ownership and positions which may be deemed to enable
him to exercise control over Janus Capital.


Item 4.   Ownership

     (a). Amount Beneficially Owned:

          KCSI and Mr. Bailey do not own of record any shares of
          First Bank Common Stock, they have not engaged in any
          transaction in First Bank Common Stock, and they do
          not exercise any voting or investment power over
          shares of First Bank Common Stock.  However, Mr.
          Bailey may be deemed to have the power to exercise or
          to direct the exercise of such voting and/or
          dispositive power that Janus Capital may have with
          respect to First Bank Common Stock held by Janus
          Capital's individual, institutional and mutual fund
          clients, as a result of his position as Chairman of
          the Board and President of Janus Capital.  All shares
          reported herein have been acquired by such clients,
          and KCSI and Mr. Bailey specifically disclaim
          beneficial ownership over any shares of First Bank
          Common Stock that they or Janus Capital may be deemed
          to beneficially own.

          Janus Capital is a registered investment adviser which
          furnishes investment advice to individual and
          institutional clients ("Separately Managed Accounts")
          and to Janus Investment Fund ("JIF"), one series of
          which is Janus Growth & Income Fund.  JIF is an open-
          end management investment company registered under the
          Investment Company Act of 1940 (the "1940 Act").

          Janus Capital is also a 50% owner of Idex Management,
          Inc. which serves as the investment adviser to the
          mutual funds in the IDEX Group, including IDEX Fund,
          IDEX II Growth Portfolio, and IDEX Fund 3 (the "IDEX
          Funds"), which are  open-end management investment
          companies registered under the 1940 Act.  Janus
          Capital furnishes investment advice to Idex
          Management, Inc. and serves as sub-adviser to the IDEX
          Funds.

          Janus Capital serves as a sub-adviser to Western
          Reserve Life Assurance Co. of Ohio which is the
          adviser to WRL Series Fund, Inc., an open-end
          management investment company registered under the
          1940 Act, one portfolio of which is WRL Series Fund,
          Inc. - Growth Portfolio ("WRL Growth").  Janus Capital
          furnishes investment advice to WRL Growth.

          As a result of its role as investment adviser or sub-
          adviser to the Janus Funds, IDEX Funds, WRL Growth and
          to the Separately Managed Accounts, Janus Capital may
          be deemed to be the beneficial owner of the shares of
          First Bank Common Stock held by such funds and
          accounts.  In addition, due to his position as
          Chairman of the Board and President of Janus Capital,
          Mr. Bailey may be deemed to share beneficial ownership
          over such shares of First Bank Common Stock.  However,
          Janus Capital and Mr. Bailey disclaim such ownership.

          Accordingly, the filing of this statement shall not be
          construed as an admission that KCSI, Mr. Bailey or
          Janus Capital are, for purposes of Sections 13(d) or
          13(g) of the Act, the beneficial owner of any
          securities covered by this statement.

          Janus Growth & Income Fund                 159,222
          IDEX Fund                                   41,600     
          IDEX II Growth Portfolio                    49,507
          IDEX Fund 3                                 27,606
          WRL Growth                                  83,660
          Separately Managed Accounts                 86,801
               Total                                 448,396

     (b). Percent of Class:

          Janus Growth & Income Fund                     .1%
          IDEX Fund                                        *     
          IDEX II Growth Portfolio                       .1%
          IDEX Fund 3                                      *
          WRL Growth                                     .1%
          Separately Managed Accounts                    .1%
               Total                                     .4%
          
          *Less than .1%.
          
     (c). Number of shares as to which such person has:

            (i). sole power to vote or 
                 to direct the vote                        0

           (ii). shared power to vote or 
                 to direct the vote


                 Janus Growth & Income Fund          159,222
                 IDEX Fund                            41,600     
                 IDEX II Growth Portfolio             49,507
                 IDEX Fund 3                          27,606
                 WRL Growth                           83,660
                 Separately Managed Accounts          86,801
                      Total                          448,396


          (iii). sole power to dispose or to
                 direct the disposition of                 0

           (iv). shared power to dispose or to
                 direct the disposition of

                 Janus Growth & Income Fund          159,222
                 IDEX Fund                            41,600     
                 IDEX II Growth Portfolio             49,507
                 IDEX Fund 3                          27,606
                 WRL Growth                           83,660
                 Separately Managed Accounts          86,801
                      Total                          448,396

Item 5.   Ownership of Five Percent or Less of a Class

          [X]

Item 6.   Ownership of More than Five Percent on Behalf of
          Another Person

          N/A

Item 7.   Identification and Classification of the Subsidiary
          Which Acquired the Security Being Reported on by the
          Parent Holding Company

          KCSI is the majority owner of Janus Capital, a
          registered investment adviser and joint filer of this
          statement.


Item 8.   Identification and Classification of Members of the
          Group

          N/A


Item 9.   Notice of Dissolution of Group

          N/A

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.




                           SIGNATURES

     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.



JANUS CAPITAL CORPORATION


By  /s/  David C. Tucker                          2/11/94      
   David C. Tucker, Vice President                  Date




KANSAS CITY SOUTHERN INDUSTRIES, INC.


By  /s/  David C. Tucker                           2/11/94     
   David C. Tucker                                  Date

   Under Power of Attorney dated 2/11/93
   On File with Schedule 13G for
   First Union Corporation 2/12/93      



THOMAS H. BAILEY


By  /s/  David C. Tucker                          2/11/94     
   David C. Tucker                                  Date

   Under Power of Attorney dated 2/11/93
   On File with Schedule 13G for
   First Union Corporation 2/12/93      

                                                      EXHIBIT A



                     JOINT FILING AGREEMENT


     In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, the persons named below agree to the joint
filing on behalf of each of them of a Statement on Schedule 13G
(including amendments thereto) with respect to the Common Stock
of First Bank System, Inc.  and further agree that this Joint
Filing Agreement be included as an Exhibit to such joint filings. 
In evidence thereof, the undersigned hereby execute this
Agreement as of the  11th  day of  February , 1994.



               JANUS CAPITAL CORPORATION


               By  /s/  David C. Tucker                
                  David C. Tucker, Vice President



               KANSAS CITY SOUTHERN INDUSTRIES, INC.


               By  /s/  David C. Tucker                
                  David C. Tucker

                  Under Power of Attorney dated 2/11/93
                  On File with Schedule 13G for
                  First Union Corporation 2/12/93



               THOMAS H. BAILEY


               By  /s/  David C. Tucker                
                  David C. Tucker

                  Under Power of Attorney dated 2/11/93
                  On File with Schedule 13G for
                  First Union Corporation 2/12/93

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