Rule 424(b)(2)
                                                       Registration No. 33-25574
PRICING SUPPLEMENT NO. 3   DATED: 11-04-93

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

                            FIRST BANK SYSTEM, INC.

                          Medium-Term Notes, Series D

                                          
Face Value/Prinicpal: 10,000,000.00          CUSIP: 31928MAC9
Proceeds to First Bank System: 9,995,140.00  Issue Price (Dollar Amount and Percentage of Principal Amount)
                                             $10,000,000 / 100%

Date of Original Issue: 11-09-93             Interest Rate/Initial Interest Rate: To be determined 11-5-93

Maturity Date: 12-15-94                      All-in Interest Rate:

Calculation Agent: Citibank                  Interest Payment Dates: Monthly-3rd Wednesday-beginning 12-15-93

Participant with DTC: Morgan Stanley         Regular Records Dates: Fifteenth calendar day before each int. payment date

Interest Rate Basis (and, if applica-        Interest Determination Dates: 2 business days prior to reset date
ble, related Interest Periods)
 
/ /     Fixed Rate Notes                     Interest Reset Dates: 3rd Wednesday ea. month beginning 12-15-93
 
/ /     Commercial Paper Rate Note           Index Maturity: One month
 
/ /     Federal Funds Rate Note              Spread:  --
 
/X/     LIBOR Note                           Spread Multiplier:
 
/ /     Prime Rate Note                      Alternative Rate Event Spread:
 
/ /     Eleventh District                    Alternative Rate Event Spread Multiplier:
        of Funds Rate Note
 
/ /     CD Rate Note                         Maximum Interest Rate:
 
/ /     Treasury Rate Notes                  Minimum Interest Rate
 
/ /     Other Base Rate                      
        (as described below)
 
/ /     Zero Coupon Note 
 
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.
         .0486                                  / /   For Federal income tax purposes only.

                                                Is the record or beneficial owner a California resident?

KDN 11-4-93                                     Yes _______  No ___X____

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