Rule 424(b)(2)
                                                       Registration No. 33-25574
PRICING SUPPLEMENT NO. 2   DATED: 11-01-93

(To Prospectus Dated September 11, 1991, as supplemented
by Prospectus Supplement Dated November 12, 1991)

                            FIRST BANK SYSTEM, INC.

                          Medium-Term Notes, Series D

                                          
Principal Amount: 25,000,000.00              Issue Price (Dollar Amount and Percentage of Principal Amount)
                                             $25,000,000 / 100%

Date of Original Issue: 11-03-93             Interest Rate/Initial Interest Rate: 3.32589

Maturity Date: 11-15-95                      Interest Payment Dates: Monthly-3rd Wednesday-beginning 12-15-93

Interest Rate Basis (and, if applica-        Regular Records Dates: Fifteenth calendar day before each interest payment 
ble, related Interest Periods):              date
 
/ /     Fixed Rate Notes                     Interest Determination Dates: 2 business days prior to interest reset date
 
/ /     Commercial Paper Rate Note           Interest Reset Dates: 3rd Wednesday ea. month beginning 12-15-93
 
/ /     Federal Funds Rate Note              Index Maturity: One month
 
/X/     LIBOR Note                           Spread: +.0625
 
/ /     Prime Rate Note                      Spread Multiplier:
 
/ /     Eleventh District                    Alternative Rate Event Spread:
        of Funds Rate Note
 
/ /     CD Rate Note                         Alternative Rate Event Spread Multiplier:
 
/ /     Treasury Rate Notes                  Maximum Interest Rate:
 
/ /     Other Base Rate                      Minimum Interest Rate
        (as described below)
 
/ /     Zero Coupon Note                     CUSIP - 31928MAB1
 
Redemption Terms                    For Original Issue Discount Notes:
 
                                             Original issue discount:                %
 
                                             Yield to Maturity:                      %

                                             Original issue discount applicable to
                                              short accrual period:                  %

                                             Method used to determine yield to maturity
                                              Applicable to short accrual period:

                                                / /   Approximate
                                                / /   Exact
Other Terms:                                    Original Issue Discount Notes:
                                                / /   Subject to special provisions set forth therein with
                                                      respect to the principal amount thereof payable upon
Agents Commission                                     any redemption or acceleration of the maturity
                                                      thereof.
         .1715                                  / /   For Federal income tax purposes only.

                                                Is the record or beneficial owner a California resident?

KDN 11-1-93                                     Yes _______  No ___X____

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