<PAGE>  1
                              PART I

Item 1.  Business.

                           THE COMPANY

Norwest Financial, Inc. (the "Company") is an Iowa corporation organized on
August 19, 1982, as the successor to a business founded in 1897, and is a
wholly-owned subsidiary of Norwest Financial Services, Inc. (the "Parent"). 
The Parent is a wholly-owned subsidiary of Norwest Corporation ("Norwest"), a
$72.1 billion diversified financial services organization.  (Unless the context
otherwise requires, any reference to "Norwest Financial" shall include the
Company and its subsidiaries.)

Norwest Financial is primarily engaged in the consumer finance business. 
Consumer finance receivables consist of loans made to individuals and sales
finance contracts arising from the sale of goods and services (including the
sale of new and used automobiles).  Norwest Financial also has credit card
receivables and insurance premium finance receivables in its consumer
portfolio.  At December 31, 1995, the Company and its consumer finance
subsidiaries had 1,029 branch offices in 46 states, Guam, Puerto Rico, and the
ten Canadian provinces.  For a summary of total income, earnings before income
taxes and total assets by country, see note 8 to the consolidated financial
statements.

The Company also has insurance subsidiaries which are primarily engaged in the
business of providing, directly or through reinsurance arrangements, credit
life and credit disability insurance as a part of Norwest Financial's consumer
finance business and the consumer finance business of certain affiliates.
Credit property, involuntary unemployment and non-filing insurance are provided
as part of Norwest Financial's consumer finance business.  Such business is
written, directly or through reinsurance agreements, by the Company's insurance
subsidiaries, or it is offered on an agency basis by Norwest Financial. 
Information services are provided to Norwest Financial and other financial
services companies by subsidiaries of the Company.  The Company also has
subsidiaries engaged in the commercial finance business, including lease
financing and accounts receivable financing.
<PAGE>  2
Effective January 1, 1995, the Parent made a capital contribution, without
consideration, to the Company of the outstanding common stock of Community
Credit Co. and Dial National Bank (the "Contributed Subsidiaries").  These
capital contributions to the Company have been accounted for in a manner
similar to a pooling of interests, except that results of prior periods have
not been restated.  Community Credit Co. is primarily engaged in consumer
finance including loans secured by real estate and not secured by real estate
and sales finance contracts arising from the sale of automobiles.  Community
Credit Co. had 55 branch offices and assets of $213.6 million at January 1,
1995.  Community Credit Co. was acquired by Norwest in March 1994 and
immediately contributed to the Parent.  Net earnings from the acquisition date
to December 31, 1994, were $6.3 million.  Unless otherwise noted, Community
Credit Co. is included when discussing the consumer finance operations of the
Company.  Dial National Bank is primarily engaged in the credit card business
and had assets of $112.2 million at January 1, 1995 and net earnings of $4.0
million for the year ended December 31, 1994.

Effective May 4, 1995, Norwest purchased Island Finance, a group of eight
consumer finance companies headquartered in San Juan, Puerto Rico with 130
branch offices located in Puerto Rico, Panama, the Netherlands  Antilles, the
U.S. Virgin Islands, Aruba, and Costa Rica.  Island Finance's principal
business is making direct loans to individuals.  Although Island Finance is not
included in the Company's financial results, the Company manages Island Finance
and provides approximately $500 million of its funding.  In conjunction with
the Island Finance acquisition, the Company  also purchased seven offices in
Puerto Rico which are engaged in purchasing sales finance contracts.

The common stock of one of the Company's consumer finance subsidiaries was
transferred by way of a non-cash dividend to the Parent on November 1, 1994
(said subsidiary being hereinafter called the "Transferred Subsidiary").  The
Transferred Subsidiary had assets totaling $147.1 million and 39 branch offices
at the time of the transfer.

Effective November 17, 1992, the Company expanded its consumer finance
operations into Canada with the purchase of the consumer finance business of
Trans Canada Credit Corporation Limited.  This acquisition was accounted for
as a purchase and, accordingly, Norwest Financial's financial statements were
not restated to reflect the accounts and operations of the business prior to
acquisition.  Canadian financial information in this document is shown in
United States dollars unless otherwise indicated.  Assets and liabilities in
Canadian dollars are translated at the exchange rate as of the balance sheet
date.  Canadian operating results are translated at the average exchange rates
for the period covered by the income statement.


<PAGE>  3
                       CONSUMER OPERATIONS



At December 31, 1995, consumer receivables accounted for 91% of Norwest
Financial's total finance receivables outstanding.  The amount and type of
consumer receivables outstanding in the United States and Canada is shown
below:




                 Consumer Receivables Outstanding

(In Thousands)

                                 United States       Canada          Total  

Loans:
  Secured by real estate           $1,424,163       $ 51,956      $1,476,119
  Not secured by real estate        1,335,377        361,399       1,696,776

    Total loans                     2,759,540        413,355       3,172,895

Sales finance contracts             1,491,764         75,865       1,567,629

    Total consumer finance          4,251,304        489,220       4,740,524

Other consumer receivables            586,840                        586,840

    Total consumer receivables     $4,838,144       $489,220      $5,327,364


Loans had an average balance per account of $3,354.  Sales finance contracts
had an average balance per account of $1,047.  Other consumer receivables
include credit card receivables and insurance premium finance receivables.


<PAGE>  4
Geography

At December 31, 1995, Norwest Financial had consumer finance branch offices in
46 states, Guam, Puerto Rico, and the ten Canadian provinces.  The number of
consumer finance branch offices and percentage of consumer finance receivables
in the United States or Canada at December 31, 1995, is shown below.  Community
Credit Co. branch offices are shown separately from the rest of the United
States finance business.


       Number of Branch Offices and Percent of Receivables
<TABLE>
<CAPTION>
United States Consumer Finance
                                                                   
                             Percent of                                        Percent of
                              Consumer                                          Consumer
                   Branch      Finance                               Branch      Finance
  Location         Offices   Receivables           Location          Offices   Receivables 
<S>                  <C>        <C>             <C>                    <C>       <C>    
Alaska                 6         1.0%           Nebraska                 9         1.1%
Arizona               16         1.7            Nevada                  13         1.4  
California           107        11.2            New Hampshire            1          .1
Colorado              15         1.7            New Jersey              10         1.1
Connecticut            2          .3            New Mexico              20         2.1
Delaware               2          .2            New York                16         3.3
Florida               46         5.7            North Carolina          19         3.0
Georgia               22         2.7            North Dakota             5          .7
Guam                   1          .2            Ohio                    29         4.9
Hawaii                18         1.7            Oklahoma                18         2.0
Idaho                 13         1.3            Oregon                  13         1.5
Illinois              29         3.9            Pennsylvania            28         4.0
Indiana               16         1.6            Puerto Rico              7          .9 
Iowa                  14         1.9            Rhode Island             4          .6
Kansas                 8          .9            South Carolina          26         2.8
Kentucky              11         1.9            South Dakota             4          .3
Louisiana             41         3.5            Tennessee               26         2.6
Maryland              22         3.7            Texas                   50         5.6 
Massachusetts         12         1.7            Utah                    12         1.5
Michigan               1          .1            Virginia                10          .8
Minnesota             10         1.6            Washington              23         3.0
Mississippi           21         1.5            West Virginia            7          .8
Missouri              25         3.6            Wisconsin               14         1.0
Montana                7         1.0            Wyoming                  4          .3

                                                                       833       100.0%
</TABLE>

<PAGE>  5
  Number of Branch Offices and Percent of Receivables, continued

<TABLE>
<CAPTION>
Canadian Consumer Finance
                                                                              
                             Percent of                                         Percent of
                              Consumer                                          Consumer
                   Branch      Finance                               Branch      Finance
Location           Offices   Receivables        Location             Offices   Receivables 
<S>                   <C>       <C>             <C>                    <C>       <C> 
Alberta                9         5.6%           Nova Scotia             15        13.6%
British Columbia      18        12.6            Ontario                 39        30.3
Manitoba               4         2.9            Prince Edward Island     1         1.2
New Brunswick         11         8.0            Quebec                  21        13.6
Newfoundland          12         8.6            Saskatchewan             4         3.6 

                                                                       134       100.0%
</TABLE>

<TABLE>
<CAPTION>
Community Credit Co.        
                                                                              
                             Percent of                                         Percent of
                              Consumer                                          Consumer
                   Branch      Finance                               Branch      Finance
Location           Offices   Receivables        Location             Offices   Receivables 
<S>                  <C>        <C>             <C>                     <C>      <C>
Arizona                3         6.4%           Missouri                 1          .6%
Colorado               3         6.5            Ohio                     2          .5
Illinois               6        19.4            Oregon                   1          .7
Indiana                2         2.0            Wisconsin               16        24.3
Minnesota             28        39.6
                                                                        62       100.0%
</TABLE>





<PAGE>  6
Growth and Volume of Consumer Finance Receivables

The following tables present the growth and volume of Norwest Financial's loans
and sales finance contracts for the five years ended December 31, 1995:
<TABLE>
<CAPTION>
                     Consumer Finance Receivables
                  and Number of Accounts Outstanding


<S>       <C>             <C>            <C>        <C>            <C>      <C>
                           Percentage                Percentage    Average  Number
   At        Consumer       Increase                  Increase     Balance    of
December      Finance     From Previous  Number of  From Previous    Per    Branch
   31,      Receivables        Year      Accounts        Year      Account  Offices

  1995    $4,740,524,000       16%       2,443,000       11%       $1,940    1,029
  1994     4,080,360,000        9        2,193,000        6         1,861      942
  1993     3,746,230,000       12        2,066,000        8         1,813      942
  1992     3,356,832,000       21        1,906,000       15         1,761      882
  1991     2,768,821,000       15        1,664,000       21         1,664      733
</TABLE>                           
     Loans Made and Acquired and Sales Finance Contracts Purchased
<TABLE>
<CAPTION>
<S>         <C>            <C>         <C>      <C>             <C>        <C>  
                           Number of    Average      Sales                 Average
                           Loans Made  Size Loan    Finance     Number of    Size
 Year Ended   Loans Made      and      Made and    Contracts    Contracts  Contract
December 31, and Acquired*  Acquired   Acquired    Purchased    Purchased  Purchased

   1995     $2,534,194,000   873,000    $2,903  $2,073,026,000  1,916,000    $1,082
   1994      2,460,522,000   877,000     2,806   1,825,917,000  1,825,000     1,001
   1993      2,169,132,000   775,000     2,799   1,553,022,000  1,591,000       976
   1992      1,944,225,000   733,000     2,652   1,257,919,000  1,350,000       932
   1991      1,417,742,000   576,000     2,461   1,128,986,000  1,211,000       932
</TABLE>

 *Includes balances renewed of $794,796,000, $759,775,000,  $680,357,000,
 $480,030,000, and $392,683,000 for the years 1995 through 1991, respectively.
 
                                                                  
 
 Regulation
 
 Norwest Financial's consumer finance lending operations in the United States
 are, for the most part, regulated by consumer finance laws or similar
 legislation in each of the states where Norwest Financial has branch offices. 
 Although consumer finance laws have been in effect many years, amending and new
 legislation is frequently enacted.  In those states which have enacted
 legislation in recent years that affects the maximum permitted amount of loan
 and the maximum allowable rate of charge, the trend has been to increase such
 amounts and rates of charge, or to deregulate the same altogether.  With
 respect to the foregoing, Norwest Financial's consumer lending operations in
 Canada are, for the most part, essentially deregulated.
 <PAGE>  7
 Consumer finance laws generally require that each branch office be licensed to
 conduct its business.  In most jurisdictions the granting of licenses is
 dependent on a finding of financial responsibility, character and fitness of
 the applicant and, in some jurisdictions, public convenience and advantage. 
 Each licensed branch office is subject to state or provincial regulation and
 examination.  In nearly all states a report of the activities of licensed
 branch offices must be made annually to the appropriate state department. 
 Licenses are revocable for cause and their continuance depends upon compliance
 with the provisions of the applicable state or provincial law.  Norwest
 Financial has never had any of its licenses revoked.
 
 The Federal Consumer Credit Protection Act requires a written statement showing
 the annual percentage rate of finance charge and other information to be given
 to borrowers when consumer credit contracts are made.  When a closed-end loan
 (a loan which does not allow additional borrowings) with rates or fees above
 a certain percentage or amount is secured by the borrower's principal dwelling,
 additional disclosures must be given at least three business days before the
 loan is consummated, and limits on prepayment penalties apply to the loan.  The
 Act  also requires certain disclosures to applicants concerning credit reports
 that are used as a basis for denying or increasing the charge for credit.
 
 The Real Estate Settlement Procedures Act requires creditors to provide
 consumers with estimates of closing costs and other disclosures before loans
 secured by residential real estate are made and disclosures of the actual
 closing costs at the time the loan is made.
 
 The Federal Equal Credit Opportunity Act prohibits discrimination against
 applicants with respect to any aspect of a credit transaction on the basis of
 sex, marital status, race, color, religion, national origin, age (provided the
 applicant has the capacity to contract), or because all or part of the
 applicant's income derives from any public assistance program, or because the
 applicant has in good faith exercised any right under the Federal Consumer
 Credit Protection Act.
 
 By virtue of a Federal Trade Commission rule, sales finance contracts and
 certain loans (those made for the borrower's purchase of personal property from
 a seller having a relationship with the lender) contain a provision that the
 lender is subject to all claims and defenses which the borrower could assert
 against the seller.  However, the borrower's recovery under such provision
 cannot exceed the amount paid under the contract.
 
 A Federal Trade Commission trade regulation rule on creditor practices
 prohibits, among other things, the taking of a security interest (other than
 a purchase money security interest) in certain of a borrower's household goods.
 
 In Canada, there are similar laws regarding the granting of credit.
 
 Regulation of the Company's insurance subsidiaries is described under
 "Insurance Operations."
 
 <PAGE>  8
 Business Methods
 
 Loans are generally repayable in monthly installments and are made for periods
 of 180 months or less.   Sales finance contracts may be either 
 open-end (revolving) or closed-end.  An open-end sales finance contract
 establishes an account that can be used from time to time for repeated
 purchases.  A closed-end sales finance contract covers only a single purchase. 
 At December 31, 1995, open-end sales finance contracts accounted for 55% of
 Norwest Financial's total sales finance receivables outstanding.  Open-end
 sales finance contracts do not have an original maturity because the accounts
 created by these contracts may be used for repeated transactions.  The minimum
 monthly payment of open-end sales finance contracts generally ranges from 1/12
 to 1/30 of the highest unpaid balance of the account.  Closed-end sales finance
 contracts are repayable in equal monthly instalments and generally have
 original maturities of 60 months or less.
 
 In order to make a careful selection of credit risks, Norwest Financial reviews
 credit information concerning each applicant to determine income, living
 expenses, payment obligations, indebtedness, paying habits, and length and
 stability of employment.  The information is obtained from the applicants, the
 applicants' employers, creditors of the applicants and credit reporting
 agencies.  Norwest Financial believes that any risk to its business which may
 be created by unfavorable local conditions is minimized by the large number of
 customers, their broad range of occupations and geographical distribution.
 
 In many cases the loans are secured by liens on household goods, automobiles,
 other personal property or real estate.  Of the total loans made during 1995,
 approximately 91% of the amount and 80% of the number were secured by security
 agreements or other forms of security.  The decision to record a lien or to
 appraise or examine the title to collateral depends upon the size of loan and
 the type of collateral.  As an alternative to recording liens on personal
 property securing certain loans, Norwest Financial purchases non-filing
 insurance, the cost of which is borne by the borrowers.  Generally, Norwest
 Financial institutes legal proceedings on its loans, including foreclosure on
 collateral, only when it appears that a recovery is likely which will justify
 the cost of bringing suit.
 
 Generally, Norwest Financial carries only one loan with a borrower at any one
 time.  When a borrower wishes to obtain additional money from Norwest Financial
 before the loan is fully repaid, a new loan is made sufficient to pay the
 balance on the old loan and supply the new money, provided the borrower's
 credit is satisfactory.  Of the total amount of loans made during 1995, 63.6%
 represented funds lent to borrowers who requested additional money while still
 owing Norwest Financial.  In the years 1994 through 1991, this figure was
 63.5%, 64.1%, 64.4%, and 63.7%, respectively.  In 1995, of the 870,000 loans
 made by Norwest Financial, 414,000 were to borrowers who requested additional
 money while still owing a balance to Norwest Financial.  The average amount of
 additional money lent to such borrowers was $1,944; the average amount of the
 old balance was $1,918.  Norwest Financial's policy is that loans are not made
 to present customers to cure a default in principal or interest.
 
 
 
 <PAGE>  9
 
 Through its network of branch offices, the Company buys sales finance contracts
 from retail merchants across the United States, Canada, and Puerto Rico.  The
 contracts may finance a consumer's purchase of new furniture, appliances,
 personal computers or, in the case of contracts bought by Community Credit Co.,
 an automobile.  Credit approvals are made by the branch office before the
 contracts are purchased.
 
 For consumer finance offices other than Community Credit Co., sales finance
 contracts are the primary source of new customers for direct loans; of new
 loans made in 1995, 76% were to current or former sales finance customers.
 
 Norwest Financial began marketing VISA  and  MasterCard   credit cards to
 certain of its customers through its United States branch offices in 1987. 
 These credit cards are issued by Dial Bank, the Company's state bank subsidiary
 located in Sioux Falls, South Dakota.  Dial Bank had 223,000 VISA or MasterCard
 accounts at December 31, 1995; credit card receivables outstanding were $247.4
 million.
 
 Dial Bank entered the insurance premium financing business through the purchase
 of the receivables of Coast Program, Inc. in February 1991.  Dial Bank finances
 liability and material damage auto insurance in California and Texas.  In
 addition, Norwest Financial Coast, Inc. provides insurance premium financing
 in Arizona and 10 states located throughout the southeastern section of the
 United States.  Business is generated through 2,200 independent insurance
 agents.  Processing is performed by Norwest Financial Coast, Inc. from
 production offices located in Signal Hill and San Francisco, California, and
 Columbia, South Carolina.  At December 31, 1995, approximately 98,000 accounts
 totaling $62.2 million were outstanding; $45.7 million of these receivables
 were owned by Dial Bank.
 
 Effective January 1, 1995, the Parent contributed Dial National Bank to the
 Company.  Dial National Bank is a federally-chartered bank located in Des
 Moines, Iowa.   The bank issues private label credit cards and dual-line Co-
 Branded MasterCard  credit cards for several national companies.  The dual line
 credit card serves as a private label credit card  for use at any of the Co-
 Branders' retail locations, as well as a traditional MasterCard credit card for
 use at locations around the world.  Dial National Bank had 180,000 accounts at
 December 31, 1995; credit card receivables were $277.3 million.
 
 Norwest Financial's average earned rates of charge on the average amount of
 consumer receivables outstanding during each of years 1995 through 1991 were 
 21.56%, 21.76%, 22.55%, 22.49% and 21.97%, respectively.
 
 Loss Experience
 
 The allowance for losses on consumer receivables is based on loss experience
 in relation to consumer receivables outstanding.  All such receivables which
 appear to be uncollectible or to require inordinate collection costs are
 written off.  Consumer receivables, other than finance receivables in Canada,
 those owned by Community Credit Co., and other consumer receivables, comprise
 74% of outstanding consumer receivables.  These receivables, other than loans
 secured by real estate over $25,000, are written off for financial reporting
 if no payment is applied during the three-month period immediately preceding
 the balance sheet date and the receivable is three or more payments
 contractually delinquent. The remaining 26% of consumer receivables are written
 off for financial reporting when certain delinquency criteria are met.
 
 <PAGE>  10
 <TABLE>
<CAPTION>
Information concerning consumer loss experience and allowance for losses is shown
below:
                                            Years Ended December 31,              

(In Thousands)                  1995       1994       1993       1992        1991 
<S>                           <C>        <C>        <C>        <C>         <C>     
Allowance, beginning
  of period                   $126,802   $114,876   $106,024   $ 77,562    $63,150

Write-offs:
  Loans                         93,549     75,124     74,835     57,582     54,958
  Sales finance                 37,118     23,920     21,221     17,684     18,147
  Other                         14,299      8,552      5,491      6,496      7,608
      Total write-offs         144,966    107,596    101,547     81,762     80,713

Recoveries:
  Loans                         11,598     11,877     11,226      8,153      5,871
  Sales finance                  2,997      2,528      2,224      2,438      1,938
  Other                          1,312        850        501        737        448
      Total recoveries          15,907     15,255     13,951     11,328      8,257

Provision for credit losses
  charged to expense           143,467    107,931     96,448     78,591     81,485
 
Allowance related to
  receivables acquired,
  contributed or
  (transferred) - net           10,898     (3,664)               20,305      5,383

Allowance, end of period:
  Loans                         81,193     76,256     71,809     68,212     44,512
  Sales finance                 54,365     40,696     35,417     28,912     24,600
  Other                         16,550      9,850      7,650      8,900      8,450
      Total allowance         $152,108   $126,802   $114,876   $106,024    $77,562

Ending receivables as
  a percent of total
  consumer receivables:
    Loans                           60%        66%        67%        70%        67%
    Sales finance                   29         28         28         26         28
    Other                           11          6          5          4          5
                                   100%       100%       100%       100%       100%


Allowance as a percent of
  ending receivables              2.86%      2.92%      2.90%      3.02%      2.65%

Write-offs after recoveries
  as a percent of average
  consumer receivables            2.66%      2.24%      2.41%      2.37%      2.69%


Consumer receivables
  outstanding more
  than three payments 
  contractually delinquent    $101,693   $ 77,233   $ 73,541   $ 70,938    $55,635
</TABLE>
 <PAGE>  11
 Insurance Operations
 
 The credit insurance operations have a close relationship with Norwest
 Financial's consumer operations.  Generally, where applicable laws permit,
 Norwest Financial makes credit life, credit disability, property, and
 involuntary unemployment insurance available to borrowers.  If the customer
 decides to purchase insurance, an additional charge is made.  Credit life
 insurance generally provides, at a minimum, for the repayment of the
 indebtedness upon the death of the insured borrower.  Credit disability
 coverage provides for the monthly payment of the indebtedness while the
 borrower is disabled because of accident or illness.  Property insurance
 provides for the payment of the value or cost of repairs or replacement of
 covered property of the borrower if the property is damaged, destroyed or
 stolen.  Involuntary unemployment insurance provides for the monthly payment
 of the indebtedness while the borrower is unemployed, if the borrower becomes
 unemployed due to layoff, termination, lockout, labor disputes or strike.  Non-
 filing insurance is an alternative to perfecting a security interest in
 property used as collateral.  Payment is provided, up to a specified limit,
 when there is a loss with this coverage which resulted from the failure to
 perfect a security interest.
 
 The Company's insurance subsidiaries provide, directly or through reinsurance
 arrangements, credit life, credit disability, property, and involuntary
 unemployment insurance as a part of Norwest Financial's consumer finance
 business and the consumer finance business of certain affiliates.  The Company
 also offers involuntary unemployment insurance and non-filing insurance on an
 agency basis in certain states.  Under the Bank Holding Company Act of 1956,
 the insurance underwriting activities of the Company's insurance subsidiaries 
 (other than the Company's foreign insurance subsidiary and  insurance
 subsidiaries that are subsidiaries of the Company's state banking subsidiary)
 are limited generally to the underwriting (directly or through reinsurance
 arrangements) of insurance that (i) is directly related to an extension of
 credit by Norwest or any of its subsidiaries, and (ii) is limited to assuring
 the repayment of the outstanding balance due on the extension of credit in the
 event of the death, disability or involuntary unemployment of the borrower. 
 The Company's casualty insurance subsidiaries are permitted under this Act to
 underwrite non-filing insurance policies issued to Norwest or any of its
 subsidiaries.  In addition, the Company's foreign insurance subsidiary also
 reinsures credit life or disability insurance written by non-affiliated
 companies.
 
 The laws of most of the states in which Norwest Financial operates regulate the
 sale of insurance to borrowers by prescribing, among other things, the maximum
 amount and term thereof and by fixing the permissible premium rates or
 authorizing the state insurance commissioner or other state official to fix the
 maximum premium rates on such insurance.  In several states such rates have
 been reduced in recent years.
 
 
 
 <PAGE>  12
 Insurance premiums, claim and underwriting expenses and income from
 underwriting for life and disability insurance underwritten by the Company's
 insurance subsidiaries are summarized for the periods indicated below:
 <TABLE>
<CAPTION>
                                         Years Ended December 31,             

(In Thousands)               1995       1994       1993       1992       1991
<S>                        <C>        <C>        <C>        <C>        <C>   
Premiums earned:
  Life                     $39,174    $28,414    $26,141    $26,806    $24,085
  Disability                47,732     37,060     34,932     31,724     28,009

Claim expense:
  Life                      13,528     10,074     10,381      8,903      7,671
  Disability                16,715     13,773     14,048     11,785     10,289

Underwriting expense:
  Life                       2,994      1,853      1,961      3,564      3,117
  Disability                 4,462      2,998      3,618      4,594      3,900

Income from underwriting:
  Life                      22,652     16,487     13,799     14,339     13,297
  Disability                26,555     20,289     17,266     15,345     13,820
</TABLE>

 Income from the underwriting (as principal), or the sale (as agent), of
 property insurance, involuntary unemployment insurance and non-filing insurance
 for the years 1995 through 1991 was $34,707,000; $31,838,000; $24,949,000;
 $22,204,000; and $18,169,000, respectively.
 
 
 
 
 
 
 <PAGE>  13
                  COMMERCIAL FINANCE OPERATIONS
 
 
 
 At December 31, 1995, commercial finance receivables accounted for 9% of
 Norwest Financial's total finance receivables outstanding.  The following table
 presents Norwest Financial's commercial finance business for the five years
 ended December 31, 1995:
 
 
           Commercial Finance Receivables Outstanding
 
                         (In Thousands)
 
 
                                            Total 
         At                  Accounts     Commercial      Percentage
      December    Leasing   Receivable     Finance    Increase (Decrease)
         31,     and Other   Financing   Receivables   From Previous Year
 
        1995     $409,882    $ 97,598      $507,480            1%
        1994      407,513      92,757       500,270           (2) 
        1993      381,129     130,983       512,112          (13)
        1992      442,331     147,570       589,901           (7) 
        1991      476,443     155,315       631,758           (5)
 
 
 Norwest Financial's average earned rates of charge on the average amount of
 commercial finance receivables outstanding during each of the years 1995
 through 1991 were 14.69%,  14.58%, 13.46%, 14.06%, and 14.74%, respectively.
 
 
 Loss Experience
 
 The allowance for losses on commercial finance receivables is based on loss
 experience in relation to commercial finance receivables outstanding.  All such
 receivables which appear to be uncollectible or to require inordinate
 collection costs are written off.  In addition, such receivables are
 automatically written off for financial reporting when certain delinquency
 criteria are met.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 <PAGE>  14
 <TABLE>
<CAPTION>
Information concerning commercial loss experience and allowance for losses is shown
below:
                                             Years Ended December 31,            

(In Thousands)                  1995       1994       1993       1992       1991  
<S>                            <C>       <C>        <C>        <C>        <C>    
Allowance, beginning
  of period                    $9,150    $10,250    $11,550    $11,100    $10,625

Write-offs:
  Leasing and other             2,706      1,790      3,726      3,750      4,348
  Accounts receivable 
    financing                   1,261      1,497      1,870      2,522      2,036
      Total write-offs          3,967      3,287      5,596      6,272      6,384

Recoveries:
  Leasing and other               851        547        757      1,416        838
  Accounts receivable
    financing                     625        701        807        634        477
      Total recoveries          1,476      1,248      1,564      2,050      1,315

Provision for credit losses
  charged (credited) to expense  (149)       939      2,732      4,672      5,544
    
Allowance, end of period:
  Leasing and other             5,050      7,850      8,350      9,550      8,800
  Accounts receivable 
    financing                   1,460      1,300      1,900      2,000      2,300
      Total allowance          $6,510    $ 9,150    $10,250    $11,550    $11,100

Ending receivables as
  a percent of total
  commercial receivables:
    Leasing and other              81%        81%        74%        75%        75%
    Accounts receivable
      financing                    19         19         26         25         25
                                  100%       100%       100%       100%       100%

Allowance as a percent of
  ending receivables             1.28%      1.83%      2.00%      1.96%      1.76%

Write-offs after recoveries
  as a percent of average
  commercial finance 
  receivables                     .50%       .43%       .73%       .71%       .80%

</TABLE>

 
 
 
 
 
 
 
 <PAGE>  15
 Non-accrual commercial receivables totaled $3,299,000; $2,606,000; $5,349,000;
 $6,864,000; and $17,125,000 at December 31, 1995 through 1991, respectively. 
 During 1995, the finance charges and interest that would have been recorded had
 non-accrual receivables been current in accordance with their original terms
 would have been $383,000.  The amount of finance charges and interest actually
 recorded on these receivables during 1995 totaled $286,000.
 
 Commercial receivables outstanding which were more than three payments
 contractually delinquent and which were still accruing interest totaled
 $1,025,000; $1,202,000; $1,443,000; $2,586,000; and $2,612,000 at
 December 31, 1995 through 1991, respectively.
 
 Lease Financing and Other
 
 Norwest Financial Leasing, Inc. ("NFLI") operates under two separate divisions.
 Each division provides a different type of financing and focuses on a different
 market.  Receivables are generated from business production offices and a sales
 force that operates nationwide.
 
 NFLI - Division I was formed when the Company entered the lease financing
 business in 1977.  Headquartered in Des Moines, Iowa, this division also has
 business production offices in Riverside, California and Charlotte, North
 Carolina.  Division I specializes in financing commercial equipment such as
 office copiers, telephone systems, small computers, and light industrial
 equipment.  The cost of this equipment ranges from $2,000 to $25,000.  Finance
 receivables are generated primarily from equipment distributors ranging from
 small independently-owned vendors to large equipment manufacturers.
 
 Generally, an end-user will enter into a lease or rental agreement with a
 vendor; after approving credit, Division I purchases the contract from the
 vendor and collects the lease payments from the end-user.  Billing is often
 done in the vendor's name, as are any customer service functions that might
 become necessary in connection with the lease or rental agreement (thus
 providing the vendor with a "private label" financing service).  In some
 instances, Division I purchases the equipment and leases it to the end-user,
 with billing and other customer contacts being done in the name of NFLI. 
 Leases and other commercial finance receivables acquired by Division I
 generally provide for equal monthly payments and normally have an initial term
 of 60 months or less.
 
 NFLI - Division II was formed by the purchase of the net assets of a lease
 financing company in December 1988.  Prior to November 1992, NFLI operated a
 third division which was formed from the purchase of the net assets of a lease
 financing company by Dial Bank and another subsidiary in June 1989.  This
 division was merged with Division II to form one health care equipment
 financing division.  Headquartered in St. Louis, Missouri, this division leases
 a variety of health care equipment from blood chemistry analyzers, sterilizers,
 and fluoroscopes to ultrasound equipment.  Cost of the equipment can range from
 $10,000 to above $200,000.  Marketing efforts are directed primarily toward
 manufacturers and distributors of such equipment.
 
 NFLI also holds a portfolio of loans generally secured by commercial real
 estate.  At December 31, 1995, these loans totaled $38.7 million, a decrease
 of $5.6 million for the year.
 
 
 
 <PAGE>  16
 Accounts Receivable Financing
 
 Norwest Financial Business Credit, Inc. ("NFBC") is engaged in the accounts
 receivable financing business from its headquarters in Des Moines, Iowa.  NFBC
 provides customized financial services for retailers and manufacturers of
 consumer products across the country.  Over 400 high-quality furniture stores,
 a nationally-known manufacturer of household heating and cooling systems, and
 several consumer product suppliers utilize NFBC's services.  Generally, NFBC
 extends credit to a retailer which is secured by the retailer's accounts
 receivable.  NFBC provides credit approval for the retailer's accounts,
 collects payments on these accounts and applies the amounts collected toward
 the repayment of the loan to the retailer.  Customer contacts, including
 billing, collection and customer inquiries, are generally done in the
 retailer's name, thereby providing a "private label" revolving credit program.
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 <PAGE>  17
                 INFORMATION SERVICES OPERATIONS
 
 Norwest Financial Information Services Group, Inc. ("NFISG") has developed and
 installed an on-line real-time information processing and communications system
 called SWIFT , which connects, over leased telecommunication facilities,
 equipment located in branch offices to the computer center in Norwest
 Financial's home office.  Branch employees use the computer to process loans
 and payments, to write checks, and to perform bookkeeping functions.  The
 system provides information services to consumer finance branch offices of
 Norwest Financial.  In addition, as of December 31, 1995, NFISG had contracts
 to supply information services to 27 other finance companies.  On that date,
 approximately 2,700 branch offices were being served and 6.1 million accounts
 were being maintained on the system.  
 
 NFISG developed an enhancement to the system called SUPREME  which replaced the
 paper ledger card with video display units.  SUPREME provides greater
 efficiencies and enhanced customer service by adding a number of new
 capabilities to the existing system.  For example, delinquency lists, daily
 collection work lists, solicitation lists, automated advertising, complete 
 application processing including retrieval of credit bureau reports, and
 company-wide access of account records are a few of the automated features
 provided by SUPREME. Twenty-one subscribing companies were utilizing SUPREME
 at December 31, 1995.  Norwest Financial has installed SUPREME in all of its
 consumer finance branch offices in the United States and Canada.  Overall, 5.7
 million accounts in over 2,400 locations were being maintained on SUPREME at
 December 31, 1995.  
 
 NFISG has also developed an on-line real-time information system designed to
 meet the processing demands of a broad range of leasing products including true
 leases, rentals, conditional sales contracts, and third-party leases.  Named 
 SUCCESS , this system processes such variables as property, sales, use and
 transit taxes; depreciation; vendor fees; residuals; and participation.  NFLI
 and  two non-affiliate subscribers were utilizing SUCCESS at December 31, 1995.
 
 In March 1994, the Company acquired Allied Business Systems, Inc., a computer
 software company headquartered in Macon, Georgia.  Since 1979, Allied Business
 Systems has been providing computer systems and services to the consumer
 finance industry and currently serves over 1,200 locations for over 275
 companies.
 
 NFISG continues to offer such services for sale, although there can be no
 assurance of future sales, or that existing contracts will be renewed upon
 expiration.  
 
 <PAGE>  18
                    ASSETS UNDER MANAGEMENT
                                 
 
 Island Finance, a group of eight consumer finance companies headquartered in
 San Juan, Puerto Rico, was acquired by Norwest in May 1995.  Norwest Financial
 manages Island Finance.  Island Finance provides direct loans to individuals
 through 130 consumer finance offices located in Puerto Rico, Panama, the
 Netherlands Antilles, the U.S. Virgin Islands, Aruba, and Costa Rica. 
 Receivables outstanding on December 31, 1995, totaled $1.1 billion.
 
 Island Finance's financial results and receivables are not included in the
 Company's 1995 statement of consolidated earnings or consolidated balance
 sheet, however,  Norwest Financial provides a portion of the funding for Island
 Finance.  At December 31, 1995, Norwest Financial had term loans totaling $500
 million with Island Finance Puerto Rico, Inc. ("IFPR"), one of the companies in
 the Island Finance group.  The loans have a weighted average interest rate of
 8.80% and mature in 2000.   IFPR is also a direct issuer of commercial paper
 in the United States.  At December 31, 1995, IFPR's commercial paper
 outstanding totaled $572.5 million.  Other entities in the Island Finance group
 obtain funding by borrowing from commercial banks.
 
 
 The number of consumer finance offices and percent of consumer finance
 receivables are shown below:
                                                 Percent of
                                                  Consumer 
                              Branch              Finance 
 Location                     Offices            Receivables
 
 Aruba                           3                   2.1%
 Costa Rica                      2                    .1
 Netherlands Antilles            8                   4.4
 Panama                         16                   3.2
 Puerto Rico                    93                  85.2
 U.S. Virgin Islands             8                   5.0
 
                               130                 100.0%
 
 
 
 In conjunction with the Island Finance acquisition, the Company also purchased
 seven offices in Puerto Rico which are engaged in purchasing sales finance
 contracts.
 
 
 
 <PAGE>  19
                        SOURCES OF FUNDS
 
 Norwest Financial funds its operations through payments of principal and
 interest from finance receivables, capital funds, the sale of debt securities,
 and borrowings from banks and affiliates.  Fixed rate borrowings with original
 maturities of more than one year comprise 68% of the Company's total
 indebtedness at December 31, 1995.  The remaining 32% includes commercial paper
 with maturities of nine months or less (29%), and short-term debt to affiliates
 and other short-term debt (3%).
 
 The effective interest rate on commercial paper debt is higher than the stated
 rates due to commitment fees paid in connection with Norwest Financial's bank
 credit agreements (lines of credit and revolving credit agreements).  These
 agreements provide an alternative source of liquidity to support the Company's
 commercial paper borrowings.
 
 The weighted average annual interest cost of the total average daily borrowings
 outstanding in each of the respective years 1995 through 1991 without giving
 effect to commitment fees relating to bank credit agreements were  6.74%,
 6.22%, 6.41%, 7.29% and 8.33%, respectively.  The corresponding figures after
 giving effect to commitment fees were 6.76%, 6.25%, 6.45%, 7.33%, and 8.36%,
 respectively.  Norwest Financial has obtained and continues to obtain, at
 prevailing rates, funds sufficient for the conduct of its business.
 
 The following table contains certain information regarding short-term
 borrowings (except short-term borrowings from affiliates) during the periods
 indicated:
 <TABLE>
<CAPTION>
                                               Years Ended December 31,                 
<S>                           <C>          <C>          <C>          <C>        <C>   
(Dollars in Thousands)             1995       1994         1993        1992       1991

Bank credit agreements
  at December 31              $1,456,633   $1,147,700   $1,007,690   $737,500   $762,500
Number of credit agreements           38           34           35         34         36
Daily average outstanding:
  Commercial paper            $1,523,898   $1,180,649   $1,065,491   $862,620   $850,081
  Other loans                      6,211        4,962       87,761      1,368      1,948
    Less excess funds
      investments                 41,331       26,097       15,436     10,181     10,708
    Net average short-term
      borrowings              $1,488,778   $1,159,514   $1,137,816   $853,807   $841,321
Ratio of bank credit
  agreements to above                 98%          99%          89%        86%        91%

</TABLE>
 See note 6 to the consolidated financial statements for a listing of the
 amounts and maturities of the Company's outstanding long-term debt at
 December 31, 1995, and 1994.
 
 
 
 
 
 
 
 <PAGE>  20
               RATIOS OF EARNINGS TO FIXED CHARGES
 
 The following table sets forth the ratios of earnings to fixed charges of
 Norwest Financial for the periods indicated:
 
                              Years Ended December 31,        
 
                      1995     1994     1993     1992     1991
 
                      2.13     2.26     2.22     2.02     1.74
 
 The ratios of earnings to fixed charges have been computed by dividing net
 earnings plus fixed charges and income taxes by fixed charges.  Fixed charges
 consist of interest and debt expense plus one-third of rentals (which is deemed
 representative of the interest factor).
 
 
                           COMPETITION
 
 The business in which Norwest Financial is engaged is highly competitive.  In
 addition to competition from other consumer and commercial finance companies,
 competition comes from sales finance companies, commercial banks, savings and
 loan associations, credit card companies, credit unions and retail
 establishments offering revolving credit plans.  The principal method of
 competition is service to customers, although interest rates and other
 financing charges are adjusted from time to time to reflect market conditions. 
 Generally, Norwest Financial's interest rates or other financing charges are
 comparable to those of other companies engaged in the consumer finance,
 commercial finance or lease financing business, sales finance companies, credit
 card companies and retail establishments offering revolving credit plans.  They
 are usually higher than those of commercial banks, savings and loan
 associations and credit unions.  Norwest Financial is ranked among the 25
 largest finance companies in the United States in terms of total capital funds,
 but is substantially smaller than the largest concerns.  Trans Canada Credit
 Corporation has been ranked among the largest finance companies in Canada.
 
 
                       EMPLOYEE RELATIONS
 
 As of December 31, 1995, the Company and its subsidiaries employed
 approximately  6,400 persons.  Norwest Financial believes its employee
 relations are excellent.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 <PAGE>  21
 Item 2.  Properties.
 
 The Company owns an eleven-story building in Des Moines, Iowa, where its
 principal executive offices are maintained.  The Company also owns an adjacent
 five-story building where other facilities of the Company are maintained.  The
 Company's life insurance subsidiary owns a three-story building in Des Moines
 which is used by the Company for administrative purposes.  Dial Bank owns a
 one-story building in Sioux Falls, South Dakota where its office is maintained.
 All of Norwest Financial's other business offices (consisting of consumer
 branch offices, commercial finance executive and business production offices,
 and other administrative offices) are located in rented office space.  Norwest
 Financial believes its facilities are suitable and adequate for its business
 needs.  These facilities are generally fully occupied and utilized, although
 in some instances, office space has been reserved for anticipated business
 expansion; otherwise, additional office space or facilities are leased only
 when they are needed.
 
 The equipment used in the information processing system (located at branch
 offices, relay communication sites, and home office facilities) is leased or
 owned by Norwest Financial.  Telecommunication lines used in the information
 processing system are leased on a monthly basis.
 
 Item 3.  Legal Proceedings.
 
 There are no material pending legal proceedings, other than ordinary routine
 litigation incidental to the business, to which the Company or any of its
 subsidiaries is a party or of which any of their property is the subject.
 
 Item 4.  Submission of Matters to a Vote of Security Holders.
 
 Omitted in accordance with General Instructions J(2)(c).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 <PAGE>  22
                             PART II
 
 
 Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters.
 
 All of the outstanding common stock of the Company is and was, at all times
 during 1995 and 1994, owned beneficially and of record by a single stockholder,
 the Parent.
 
 The aggregate amount of dividends paid by the Company on its common stock
 (1,000 shares) each quarter during 1995 and 1994 was as follows:
 
 
             (In Thousands)                    1995            1994
 
             First quarter                   $50,000         $40,000
             Second quarter                   35,000          32,368
             Third quarter                    45,000          20,000
             Fourth quarter                   15,000           1,303
 
 
 Certain long-term debt instruments restrict payment of dividends on and
 acquisitions of the Company's common stock.  In addition, such debt instruments
 and many of the Company's bank credit agreements contain certain requirements
 as to maintenance of net worth (as defined).  Approximately $19 million of
 consolidated retained earnings was unrestricted at December 31, 1995.
 <TABLE>
<CAPTION>
Item 6.  Selected Financial Data.

                                         Years Ended December 31,                 
<S>                 <C>           <C>          <C>           <C>          <C>  
(In Thousands)          1995          1994        1993         1992         1991

Operating revenues  $1,419,358    $1,175,285   $1,079,719    $924,348     $839,506

Net earnings           267,941       223,340      203,297     164,204      130,880 



                                            December 31,                          

(In Thousands)          1995         1994         1993         1992         1991

Total assets        $7,539,259    $6,124,742   $5,261,599  $4,804,062   $4,139,546

Long-term debt       4,081,531     3,092,623    2,741,692   2,406,186    2,266,658


</TABLE>





 <PAGE> 23
 Item 7.  Management's Discussion and Analysis of Financial Condition and
 Results of Operations.
 
 Effective January 1, 1995, the Parent made a capital contribution, without
 consideration, to the Company of the outstanding common stock of Community
 Credit Co. and Dial National Bank (the "Contributed Subsidiaries").  These
 capital contributions to the Company have been accounted for in a manner
 similar to a pooling of interests, except that results of prior periods have
 not been restated. Community Credit Co. is primarily engaged in consumer
 finance including loans secured by real estate and not secured by real estate
 and sales finance contracts arising from the sale of automobiles.  Community
 Credit Co. had 55 branch offices and assets of $213.6 million at January 1,
 1995.  Community Credit Co. was acquired by Norwest in March 1994 and
 immediately contributed to the Parent.  Net earnings from the acquisition date
 to December 31, 1994 were $6.3 million.  Dial National Bank is primarily
 engaged in the credit card business and had assets of $112.2 million at January
 1, 1995, and net earnings of $4.0 million for the year ended December 31, 1994.
 
 The common stock of one of the Company's consumer finance subsidiaries (the
 "Transferred Subsidiary") was transferred by way of a non-cash dividend to the
 Parent on November 1, 1994.  The Transferred Subsidiary had assets totaling
 $147.1 million and 39 branch offices at the time of the transfer. The transfer
 did not have a significant impact on the results of operations.
 
 Norwest Financial's total income (revenue) increased 21% in 1995 and 9% in 1994
 ($1,419.4 million in 1995 compared with $1,175.3 million in 1994 and $1,079.7
 million in 1993).  Total income increased 15% in 1995 excluding the Contributed
 Subsidiaries.
 
 Income from finance charges and interest increased 16% in 1995 and 8% in 1994
 ($1,118.3 million in 1995 compared with $965.4 million in 1994 and $892.8
 million in 1993). Income from finance charges and interest increased 9% in 1995
 excluding the Contributed Subsidiaries. Changes in income from finance charges
 and interest result primarily from (1) changes in the amount of finance
 receivables outstanding and (2) changes in the rate of charge on those
 receivables.
 
 
 Increase (decrease) in average 
   finance receivables outstanding:           1995        1994
 
    Consumer                                   18%         13%
    Commercial                                  6         (14)
    Total                                      16          10 
 
 Rate of charge on finance receivables:       1995        1994        1993
 
    Consumer                                 21.56%      21.76%      22.55%
    Commercial                               14.69       14.58       13.46
    Total                                    20.92       21.02       21.36
 
 <PAGE>  24
 Increases in income from finance charges and interest in both 1995 and 1994
 were due primarily to growth in average consumer receivables outstanding.  This
 was offset in part by the decline in the consumer rate of charge.  Average
 consumer receivables outstanding comprise 91% of total average finance
 receivables outstanding.  Growth in average consumer receivables in 1995 and
 1994 was due to regular business activity combined with the increase due to the
 Contributed Subsidiaries.  Excluding the Contributed Subsidiaries, average
 consumer finance receivables increased 10%.
 
 Changes in the earned rates of charge were due to changes in prevailing market
 rates combined with a change in the portfolio mix.
 
 Insurance premiums and commissions increased 21% in 1995 and 16% in 1994
 ($128.1 million in 1995 compared with $105.7 million in 1994 and $91.0 million
 in 1993).  Changes in insurance premiums and commissions are generally expected
 to correspond to changes in average consumer finance loans outstanding (those
 secured by real estate and not secured by real estate).  Average consumer
 finance loans outstanding increased 11% in 1995 and 10% in 1994. In addition,
 beginning in the second quarter of 1995, one of the Company's insurance
 subsidiaries began providing credit insurance as part of the consumer finance
 business of several affiliates.  Insurance premiums and commission on this
 business were $10.4 million.  Insurance losses and loss expenses increased 22%
 in 1995 and  1% in 1994 ($39.2 million in 1995 compared with $32.2 million in
 1994 and $31.9 million in 1993).  The increase in 1995 was related to the
 increase in insurance premiums and commissions.  Lower insurance losses in
 Canada due to a change in Canadian reinsurance agreements impacted insurance
 loss and loss expenses in 1994.  The Contributed Subsidiaries did not have a
 significant effect on insurance premiums and commissions and insurance losses
 and loss expenses.
 
 Other income increased 66% in 1995 and 9% in 1994 ($173.0 million in 1995
 compared with $104.3 million in 1994 and $95.9 million in 1993 ).  Other income
 would have increased 62% excluding the Contributed Subsidiaries.  Income from
 affiliates combined with an increase in investment income accounted for the
 majority of the increase in 1995.  Income from affiliates was $43.3 million in
 1995 compared to $2.1 million in 1994.  Income from affiliates corresponds with
 the increase in notes receivable - affiliates.  Effective May 4, 1995, Norwest
 Financial, Inc. agreed to lend $500 million to an affiliate, Island Finance
 Puerto Rico, Inc.  This debt has a weighted average interest rate of 8.80% and
 matures in 2000.   The increase in 1994 is due primarily to an increase in
 other fee income combined with an increase in investment income.  Average
 investments held increased 29% in 1995 and 13% in 1994.
 
 Operating expenses increased 6% in 1995 and 9% in 1994  ($461.9 million
 compared with $434.4 million in 1994 and $398.7 million in 1993).  Operating
 expenses increased 2% excluding the Contributed Subsidiaries.  Norwest
 Financial was operating 1,029 consumer finance branches at December 31, 1995
 compared with 942 at both December 31, 1994, and 1993.  However, expenses for
 the 39 branches of the Transferred Subsidiary were included in 1994 until the
 date of the transfer on November 1.    
 <PAGE>  25
 Interest and debt expense increased 38% in 1995 and 7% in 1994  ($359.1 million
 in 1995 compared with $259.6 million in 1994 and $242.4 million in 1993). 
 Changes in interest and debt expense result primarily from (1) changes in the
 amount of borrowings outstanding due to funding requirements for receivables,
 dividends, and notes receivable - affiliates and (2) changes in the cost of
 those borrowings.
 
 
 Increase in average debt outstanding:        1995        1994
 
    Short-term                                  26%          3%
    Long-term                                   27          17
    Total                                       26          13
 
 Cost of funds:                               1995        1994        1993
 
    Short-term                                6.12%       4.65%       3.92%
    Long-term                                 7.00        6.87        7.57
    Total                                     6.74        6.22        6.41
 
 
 Changes in average debt outstanding result primarily from the change in average
 finance receivables outstanding combined, in 1995, with the change in average
 notes receivable - affiliates.  Average finance receivables increased 16% in
 1995 and 10% in 1994.  Average notes receivable - affiliates increased by $312
 million in 1995 and $128 million in 1994.
 
 Provision for credit losses increased 32% in 1995 and 10% in 1994 ($143.3
 million in 1995 compared with $108.9 million in 1994 and $99.2 million in
 1993).  Provision for credit losses increased 26% in 1995 excluding the
 Contributed Subsidiaries. Increases in average finance receivables outstanding
 contributed to the increase in the provision for credit losses.   Average
 finance receivables increased 16% in 1995 and 10% in 1994.  Net write-offs as
 a percentage of average net receivables outstanding were 2.46% in 1995 compared
 with 2.06% in 1994 and 2.19% in 1993.
 
 Income taxes increased 26% in 1995 and 12% in 1994.  The increases were due
 primarily to increases in earnings before income taxes.  The effective tax
 rates were 35.6% in 1995, 34.4% in 1994, and 33.9% in 1993.
 
 Borrowings constitute the largest part of Norwest Financial's capitalization. 
 At December 31, 1995, 85% of the Company's capital had been obtained from
 borrowings and 15% from stockholder's equity.  Sixty-eight percent of Norwest
 Financial's borrowings was in fixed-rate term borrowings with original
 maturities of more than one year.  The remaining 32% includes commercial paper
 with maturities of nine months or less (29%), and other short-term debt (3%). 
 At December 31, 1994, short-term borrowings comprised 37% of total borrowings. 
 This consisted of commercial paper with maturities of nine months or less (32%)
 and short-term debt to affiliates and other short-term debt (5%).  Short-term
 borrowings as a percent of total borrowings averaged 29% in 1995 and 1994. 
 
 
 <PAGE>  26
 The Company maintains bank lines of credit and revolving credit agreements to
 provide an alternative source of liquidity to support the Company's commercial
 paper borrowings.  At December 31, 1995, lines of credit and revolving credit
 agreements totaling $1,457 million were being maintained at 38 unaffiliated
 banks; $80 million was unavailable on that date.
 
 The Company and a Canadian subsidiary obtain its long-term debt capital
 primarily from (i) the issuance of debt securities to the public through
 underwriters on a firm-commitment basis, (ii) the issuance of debt securities
 to institutional investors, and (iii) term borrowings from commercial banks. 
 The Company also obtains long-term debt from the issuance of medium term notes
 (which may have maturities ranging from nine months to 30 years) through
 underwriters (acting as agent or principal).
 
 The Company anticipates the continued availability of borrowed funds, at
 prevailing interest rates, to provide for Norwest Financial's growth in the
 foreseeable future.  Funds are also generated internally from payments of
 principal and interest on Norwest Financial's finance receivables.
 
 <PAGE>  27
 Item 8.  Financial Statements and Supplementary Data.
 
 
 
 
 
 
 
 
 
 
 
 
 
                     NORWEST FINANCIAL, INC.
 
                Consolidated Financial Statements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 <PAGE>  28
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
             This page was intentionally left blank.<PAGE>  29
         Deloitte &
         Touche LLP                                             
              (logo)       Two Prudential Plaza      Telephone:(312) 946-3000
                           180 North Stetson Avenue  Facsimile:(312) 946-2600
                           Chicago, Illinois 60601-6779
 
 
 
 INDEPENDENT AUDITORS' REPORT
 
 
 Norwest Financial, Inc.
 
 We have audited the accompanying consolidated balance sheets of Norwest
 Financial, Inc. (a wholly-owned subsidiary of Norwest Financial Services, Inc.
 which is a wholly-owned subsidiary of Norwest Corporation) and subsidiaries as
 of December 31, 1995 and 1994, and the related consolidated statements of
 earnings and retained earnings and of cash flows for each of the three years
 in the period ended December 31, 1995.  These financial statements are the
 responsibility of the Company's management.  Our responsibility is to express
 an opinion on these financial statements based on our audits.
 
 We conducted our audits in accordance with generally accepted auditing
 standards.  Those standards require that we plan and perform the audit to
 obtain reasonable assurance about whether the financial statements are free of
 material misstatement.  An audit includes examining, on a test basis, evidence
 supporting the amounts and disclosures in the financial statements.  An audit
 also includes assessing the accounting principles used and significant
 estimates made by management, as well as evaluating the overall financial
 statement presentation.  We believe that our audits provide a reasonable basis
 for our opinion.
 
 In our opinion, such consolidated financial statements present fairly, in all
 material respects, the financial position of Norwest Financial, Inc. and 
 subsidiaries as of December 31, 1995 and 1994, and the results of their
 operations and their cash flows for each of the three years in the period ended
 December 31, 1995, in conformity with generally accepted accounting principles.
 
 
 
 \s\Deloitte & Touche LLP
 
 January 15, 1996
 
 
 
 
 
 
 
 
                
 Deloitte Touche
 Tohmatsu
 International
                
 <PAGE>  30
                       NORWEST FINANCIAL, INC.

                     Consolidated Balance Sheets

                        (Thousands of Dollars)



<TABLE>
<CAPTION>
                                                            December 31,        
<S>                                                 <C>               <C>
           Assets                                       1995              1994

Cash and cash equivalents                           $   72,991        $   63,496 
Marketable securities (note 2)                         757,291           570,314 


Finance receivables (note 3):
  Consumer:         
    Loans                                            3,172,895         2,854,971
    Sales finance contracts                          1,567,629         1,225,389
    Other                                              586,840           258,469
  Commercial                                           507,480           500,270

           Total finance receivables                 5,834,844         4,839,099

  Less allowance for credit losses (note 4)            158,618           135,952

           Finance receivables - net                 5,676,226         4,703,147


Notes receivable - affiliates (note 19)                552,005           376,886


Property and equipment (at cost, less
  accumulated depreciation of $94,334 for
  1995 and $81,030 for 1994)                            63,888            58,342

Deferred income taxes (note 11)                         40,072            63,387

Other receivables from affiliate (note 11)              31,643

Other assets                                           345,143           289,170



           Total assets                             $7,539,259        $6,124,742
</TABLE>






See accompanying notes to consolidated financial statements.
<PAGE>  31

                       NORWEST FINANCIAL, INC.

                     Consolidated Balance Sheets

                        (Thousands of Dollars)


<TABLE>
<CAPTION>
                                                             December 31,        

           Liabilities and
        Stockholder's Equity                            1995              1994
<S>                                                  <C>               <C>      
Loans payable - short-term (note 5):
  Commercial paper                                   $1,739,683        $1,549,067
  Other                                                 218,800           201,977
  Affiliates                                                               35,946
Unearned insurance premiums and commissions (note 3)    140,020           128,812
Insurance claims and policy reserves (note 3)            34,683            32,287
Accrued interest payable                                 76,916            53,759
Other payables to affiliates (note 11)                                      4,705
Other liabilities                                       210,029           208,498
Long-term debt (note 6)                               4,081,531         3,092,623

           Total liabilities                          6,501,662         5,307,674


Commitments and contingencies
  (notes 9 and 11)


Stockholder's equity:
  Common stock without par value
    (authorized 1,000 shares,
     issued 1,000 shares)                                 3,855             3,855
  Additional paid in capital                             90,766            71,413
  Retained earnings (notes 10 and 11)                   933,366           764,295
  Foreign currency translation adjustment                (5,393)           (8,029)
  Net unrealized holding gain (loss) on
    marketable securities (note 2)                       15,003           (14,466)

           Total stockholder's equity                 1,037,597           817,068


           Total liabilites and 
             Stockholder's equity                    $7,539,259        $6,124,742

</TABLE>





See accompanying notes to consolidated financial statements.
<PAGE>  32
                          NORWEST FINANCIAL, INC.

         Statements of Consolidated Earnings and Retained Earnings

                          (Thousands of Dollars)




<TABLE>
<CAPTION>
                                                      Years Ended December 31,      

                                                  1995         1994           1993
<S>                                           <C>          <C>            <C>      
Income:
  Finance charges and interest                $1,118,265   $  965,355     $  892,761
  Insurance premiums and commissions             128,093      105,672         91,045
  Other income (note 2)                          173,000      104,258         95,913

     Total income                              1,419,358    1,175,285      1,079,719


Expenses:
  Operating expenses (note 14)                   461,910      434,383        398,668
  Interest and debt expense (note 7)             359,079      259,605        242,440
  Provision for credit losses (note 4)           143,318      108,870         99,180
  Insurance losses and loss expenses              39,237       32,187         31,906

     Total expenses                            1,003,544      835,045        772,194


     Earnings before income taxes                415,814      340,240        307,525

Income taxes (note 11)                           147,873      116,900        104,228

     Net earnings                                267,941      223,340        203,297


Retained earnings - January 1                    764,295      634,626        571,329
 
                                               1,032,236      857,966        774,626

Dividends                                       (145,000)     (93,671)      (140,000)

Contributed Subsidiaries (note 1)                 46,130                             



Retained earnings - December 31               $  933,366   $  764,295     $  634,626

</TABLE>


See accompanying notes to consolidated financial statements.

<PAGE>  33

                          NORWEST FINANCIAL, INC.
                   Statements of Consolidated Cash Flows
             Increase (Decrease) in Cash and Cash Equivalents
                          (Thousands of Dollars)
<TABLE>
<CAPTION>
                                                            Years Ended December 31,      
                                                           1995        1994        1993
<S>                                                    <C>         <C>          <C>
Cash flows from operating activities:
  Net earnings                                         $  267,941  $  223,340   $  203,297 
  Adjustments to reconcile net earnings to
    net cash flows from operating activities:
    Provision for credit losses                           143,318     108,870       99,180
    Depreciation and amortization                          25,404      27,339       26,086
    Deferred income taxes                                  10,882     (38,843)        (349)
    Other receivables from affiliate                      (31,643)
    Other assets                                          (51,263)    (30,942)     (12,731)
    Unearned insurance premiums and commissions             9,655      18,899       17,983 
    Insurance claims and policy reserves                    1,479       3,438         (657)
    Accrued interest payable                               22,380      10,185        2,965 
    Other payables to affiliates                           (7,170)     (1,663)     (19,511)
    Other liabilities                                      (3,946)     70,284       19,602 

Net cash flows from operating activities                  387,037     390,907      335,865

Cash flows used for investing activities:   
  Finance receivables:
    Principal collected                                 4,897,983   4,650,536    3,985,591
    Receivables originated or purchased                (5,728,651) (5,116,657)  (4,448,544)
  Proceeds from sales of marketable securities             99,959      81,945       35,314
  Proceeds from maturities of marketable securities        60,216      69,005      134,355
  Purchase of marketable securities                      (269,315)   (270,864)    (232,424)
  Net additions to property and equipment                 (18,013)    (14,399)     (13,594)
  Net increase in notes receivable - affiliates          (356,325)   (343,011)     (19,087)
  Contributed subsidiaries received, net of
    cash and cash equivalents                               2,477
  Other                                                    (7,689)    (22,728)     (67,044)

Net cash flows used for investing activities           (1,319,358)   (966,173)    (625,433)

Cash flows from financing activities:
  Net increase in loans payable -
    short-term                                            171,493     281,740       41,185 
  Proceeds from long-term debt:
    Senior                                              1,229,411     955,961      698,332
    Subordinated                                                       45,000      100,000 
  Repayments of long-term debt:                                         
    Senior                                               (233,438)   (637,530)    (360,956)
    Subordinated                                          (80,650)    (12,500)    (101,870)
  Additional paid in capital                                           19,000             
  Dividends paid                                         (145,000)    (93,671)    (140,000)

Net cash flows from financing activities                  941,816     558,000      236,691 

Net increase (decrease) in cash and cash equivalents        9,495     (17,266)     (52,877)

Cash and cash equivalents beginning of period              63,496      80,762      133,639

Cash and cash equivalents end of period                $   72,991  $   63,496   $   80,762

See accompanying notes to consolidated financial statements.
</TABLE>
 <PAGE>  34
                  NORWEST FINANCIAL, INC.
 
         Notes to Consolidated Financial Statements
 
 
 1.   Significant Accounting Policies.
 
 Principles of Consolidation.  The consolidated financial statements
 include the accounts of Norwest Financial, Inc. (the "Company") and
 subsidiaries (collectively, "Norwest Financial").  Intercompany accounts
 and transactions are eliminated.  The Company is a wholly-owned
 subsidiary of Norwest Financial Services, Inc. (the "Parent"), which is
 a wholly-owned subsidiary of Norwest Corporation.  Effective January 1,
 1995, the Parent made a capital contribution, without consideration, to
 the Company of the outstanding common stock of Community Credit Co. and
 Dial National Bank (the "Contributed Subsidiaries").  These capital
 contributions to the Company have been accounted for in a manner similar
 to a pooling of interests, except that results of prior periods have not
 been restated.   The common stock of one of the Company's consumer
 finance subsidiaries, (the "Transferred Subsidiary"), was transferred by
 way of a non-cash dividend to the Parent on November 1, 1994. 
 
 Marketable Securities.  Debt and equity securities are classified as
 available for sale.  Debt and equity securities classified as available
 for sale are to be reported at fair value with net unrealized gains and
 losses, net of deferred income taxes, excluded from earnings and recorded
 as a separate component of stockholder's equity until realized.  If a
 decline in the security's fair value is deemed to be other than
 temporary, the amount of the write-down is recognized as a reduction in
 earnings.
 
 Finance Charges and Interest:
 
    Consumer.  Finance charges and interest are earned primarily using the
     interest method.
 
    Commercial:
 
         Accounts Receivable Financing.  Dealer discounts are deferred at the
          time receivables are recorded and taken into income as payments are
          received.  Finance charges are recognized on the interest method as
          accounts are billed.  When a loan is delinquent and in management's
          opinion the collectibility of interest is doubtful, interest income
          is no longer accrued for financial purposes.
 
         Leasing and Other.  Finance charges and interest are earned using
          the interest method.  No income is accrued on receivables which are
          more than three payments contractually delinquent.
 
 
         Loan Origination Fees and Costs.  Fees received and certain direct
          costs incurred for the origination of receivables are deferred and
          amortized to interest income over the contractual lives of the
          receivables using the interest method.  Unamortized amounts are
          recognized at the time receivables are paid in full.  Material
          discounts and premiums on purchased receivables are recognized over
          the contractual life of the purchased receivable using a method that
          approximates the interest method.
 
 
 
 <PAGE>  35
                  NORWEST FINANCIAL, INC.
 
   Notes to Consolidated Financial Statements, Continued
 
 
 1. Significant Accounting Policies, Continued:
 
 Allowance for Credit Losses.  The allowance for credit losses is based
 on loss experience in relation to finance receivables outstanding and is
 established through a provision for credit losses charged to expense. 
 The allowance is an amount that management believes will be adequate to
 absorb possible losses on existing receivables that may become
 uncollectible based on evaluations of collectibility of receivables and
 prior credit loss experience.
 
 Finance receivables which appear to be uncollectible or to require
 inordinate collection costs are written off. Consumer receivables, other
 than finance receivables in Canada, those owned by Community Credit Co.,
 and other consumer receivables comprise 74% of outstanding consumer
 receivables.  These receivables, other than loans secured by real estate
 over $25,000, are written off for financial reporting if no payment is
 applied during the three-month period immediately preceding the balance
 sheet date and the receivable is three or more payments contractually
 delinquent.  The remaining 26% of consumer receivables and commercial
 finance receivables are written off for financial reporting when certain
 delinquency criteria are met.
  
 Property and Equipment.  Depreciation is provided for property and
 equipment on a straight-line basis over their estimated useful lives,
 which are:  19 to 39 years for buildings, 5 to 39 years for building
 equipment and improvements, and 3 to 8 years for furniture, fixtures and
 equipment.  Generally, leasehold improvements are amortized over five
 years.  Maintenance and repairs of building and office equipment (not
 significant in the aggregate) are charged to expense.  At the time assets
 are disposed of or are retired, the related asset and accumulated
 depreciation or amortization are removed from the respective accounts. 
 Gains and losses on dispositions are included in earnings.
 
 Deferred Income Taxes.  Deferred income taxes reflect the impact of
 temporary differences between the amounts of assets and liabilities
 recorded for financial reporting on a basis different from that used for
 income tax purposes (note 11).
 
 Retirement Plan.  Retirement plans cover substantially all employees who
 meet certain age and service requirements.  Norwest Financial's funding
 policy is to contribute no more than the maximum amount that can be
 deducted for federal income tax purposes (note 12).
 
 
 
 <PAGE>  36
                  NORWEST FINANCIAL, INC.
 
   Notes to Consolidated Financial Statements, Continued
 
 
 
 1.    Significant Accounting Policies, Continued:
 
 Insurance Income and Expense.  Insurance premiums are recognized as
 income over the terms of the policies.  Premiums for credit life
 insurance are recognized as revenue using a method that approximates the
 interest method.  Premiums for credit disability insurance and
 involuntary unemployment insurance are recognized as revenue in
 relationship to anticipated claims.  Premiums and commissions from
 property insurance and non-filing insurance are recognized as revenue on
 a pro-rata basis.  Policy acquisition expenses (principally agents'
 commissions) are deferred and charged to expense over the terms of the
 related policies in proportion to premium income recognition.
 
 Foreign Currency Translation.  Assets and liabilities of the Canadian
 operations are translated at the exchange rate as of the balance sheet
 date.  Canadian operating results are translated at the average exchange
 rates for the period covered by the income statement.  The resulting
 translation adjustments are recorded as a separate component of
 stockholder's equity.
 
 Use of Estimates.  The preparation of financial statements in conformity
 with generally accepted accounting principles requires management to make
 estimates and assumptions that affect the reported amounts of assets and
 liabilities, disclosure of contingent assets and liabilities at the date
 of the financial statements and the reported amounts of revenues and
 expenses during the reporting period.  Actual results could differ from
 those estimates.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 <PAGE>  37
                  NORWEST FINANCIAL, INC.
 
   Notes to Consolidated Financial Statements, Continued
 
 
 2. Marketable Securities.
 
 The amortized cost and market value of marketable securities were:
 <TABLE>
 <CAPTION>
                                       December 31, 1995     December 31, 1994 
                                     Amortized   Market    Amortized   Market
(In Thousands)                          Cost      Value       Cost      Value 
<S>                                   <C>       <C>         <C>       <C>
U.S. Treasury and federal agencies    $337,193  $344,368    $297,597  $279,519
States and political subdivisions      102,374   103,704      95,895    92,734
Other (corporate bonds, stocks,       
  and collateralized mortgage
  obligations)                         294,642   309,219     199,078   198,061

      Total                           $734,209  $757,291    $592,570  $570,314

The gross unrealized gains and losses of marketable securities were:

                                       December 31, 1995     December 31, 1994
                                        Gross Unrealized      Gross Unrealized
(In Thousands)                          Gains     Losses      Gains     Losses

U.S. Treasury and federal agencies     $ 7,548     $  373     $  345   $18,423
States and political subdivisions        1,371         41        297     3,458
Other (corporate bonds, stocks,       
  and collateralized mortgage
  obligations)                          16,282      1,705      5,950     6,967

      Total                            $25,201     $2,119     $6,592   $28,848

The amortized cost and market values of marketable securities by maturity were:

                                      December 31, 1995     December 31, 1994 
                                     Amortized   Market    Amortized   Market
(In Thousands)                          Cost      Value       Cost      Value 

In one year or less                   $ 85,855  $ 87,674    $ 48,355  $ 46,371
After one year through five years      396,102   407,092     315,513   302,533
After five years through ten years     180,556   185,048     159,036   150,465
After ten years                         71,696    77,477      69,666    70,945

      Total                           $734,209  $757,291    $592,570  $570,314
</TABLE>
 Norwest Financial computes realized gains and losses using the specific
 identification method.  Total gross realized gains and losses from the sale of
 marketable securities were $8,057,000 and $1,260,000, respectively, in 1995;
 $4,032,000 and $2,036,000, respectively, in 1994; and $3,311,000 and
 $1,063,000, respectively, in 1993.
 
 The carrying amounts of securities on deposit under statutory or other
 requirements at December 31, 1995 and 1994, were $7,664,000 and $5,775,000,
 respectively.
 <PAGE>  38
                     NORWEST FINANCIAL, INC.
 
      Notes to Consolidated Financial Statements, Continued
 
 
 2. Marketable Securities, Continued:
 
 Interest and dividends from marketable securities and cash equivalents were
 $49,613,000, $38,298,000, and $36,562,000 for the years ended December 31,
 1995, 1994 and 1993, respectively.
 
 3. Finance Receivables.
 
 Loans are generally repayable in monthly installments over a period of 180
 months or less.  Sales finance contracts can be either open-end (revolving) or
 closed-end.  Open-end sales finance contracts do not have an original maturity
 because the accounts created by these contracts can be used for repeated
 transactions.  The minimum monthly payment of open-end sales finance contracts
 generally ranges from 1/12 to 1/30 of the highest unpaid balance of this
 account.  Closed-end sales finance contracts purchased are repayable in equal
 monthly instalments and generally have original maturities of 60 months or
 less.  
 
 The amounts of cash payments applied to consumer finance receivables during the
 years ended December 31, 1995, 1994 and 1993, approximated $4,130,253,000, 
 $3,959,755,000, and $3,320,575,000, respectively.  These amounts exceeded the
 amount contractually due because a substantial portion of such receivables are
 renewed, converted, or paid in full prior to maturity.  Unearned insurance
 premiums and insurance claims and policy reserves which pertain to Norwest
 Financial's consumer finance receivables were approximately $150,292,000 and
 $143,249,000 at December 31, 1995, and 1994, respectively.
 
 At December 31, 1995, contractual maturities of commercial receivables were as
 follows: $206,611,000 were due in one year or less; $280,247,000 were due after
 one year through five years, and $20,622,000 were due after five years. 
 Substantially all commercial receivables have fixed interest rates. 
 Contractual maturities are not presented for the consumer receivables as it is
 the Company's experience that a substantial portion of the consumer receivable
 portfolio is renewed or repaid before contractual maturity dates.
 
 Consumer finance receivables include Canadian receivables of $489,220,000 and
 $427,805,000 at December 31, 1995, and 1994, respectively.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
<PAGE>  39
                     NORWEST FINANCIAL, INC.

      Notes to Consolidated Financial Statements, Continued


4.  Allowance for Credit Losses.

The analysis of the allowance for credit losses is as follows:
<TABLE>
<CAPTION>

                                                   Years Ended December 31,  
(In Thousands)                                     1995      1994      1993
<S>                                              <C>       <C>       <C>
Allowance for credit losses beginning of year    $135,952  $125,126  $117,574
Provision for credit losses charged to expense    143,318   108,870    99,180
Write-offs:  United States                       (127,689)  (93,089)  (88,100)
             Canada                               (21,244)  (17,794)  (19,043)
Recoveries:  United States                         13,860    12,968    11,941
             Canada                                 3,523     3,535     3,574
Allowance related to receivables contributed,
  acquired, or transferred                         10,898    (3,664)          

Allowance for credit losses end of year          $158,618  $135,952  $125,126
</TABLE>

 5. Loans Payable - Short-term.
 
 Commitment fees are paid to support bank credit agreements (lines of credit
 and revolving credit agreements).  The bank credit agreements amounted to
 $1,456,633,000 at December 31, 1995; $80,000,000 was unavailable at that date. 
 Unused bank credit agreements are available to support outstanding commercial
 paper.  If all credit agreements in effect at December 31, 1995, were to remain
 in effect and unused throughout 1996, the Company would pay approximately
 $1,037,000 in commitment fees.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 <PAGE>  40
                     NORWEST FINANCIAL, INC.
 
      Notes to Consolidated Financial Statements, Continued
 
 
 5. Loans Payable - Short-term, Continued:
 
 Weighted average annual interest rates and average debt outstanding for
 commercial paper and other short-term debt excluding short-term debt from
 affiliates are shown below:
 <TABLE>
<CAPTION>
                                            1995             1994             1993
<S>                               <C>              <C>              <C>             
    
Weighted average annual interest
rate on commercial paper and
other short-term debt:

During December                             5.87%            5.86%            3.53%

During December after considering
  the effect of commitment fees             5.93             5.94             3.64

For the year                                6.10             4.53             3.80

For the year after considering
  the effect of commitment fees             6.16             4.64             3.91

Average daily amount of commercial
paper and other short-term debt
outstanding during the year       $1,530,109,000   $1,185,611,000   $1,154,724,000

Maximum amount of commercial paper
and other short-term debt
outstanding at any month-end
during the year                   $1,958,483,000   $1,751,044,000   $1,320,265,000
</TABLE>
The weighted average annual interest rate was computed by dividing total
interest expense on commercial paper and other short-term debt by the average
daily amount of such debt outstanding.  The weighted average annual interest
rate on short-term debt from affiliates for the years 1995, 1994, and 1993 was
8.91%, 4.95%, and 4.65%, respectively. 

                                 












<PAGE>  41
                     NORWEST FINANCIAL, INC.

      Notes to Consolidated Financial Statements, Continued


6.  Long-term Debt.

Long-term debt outstanding:
<TABLE>
<CAPTION>
                                                        December 31,        

(In Thousands)                                      1995              1994
<S>                                             <C>               <C>
Senior - United States:
   4-5/8% due 1995                              $                 $   75,000
   7-1/4% due 1995                                                   150,000
   7.10 % due 1996                                 150,000           150,000
   8.60 % due 1996                                   1,400
   8.85 % due 1996                                   2,000
   8-7/8% due 1996                                 100,000           100,000
   6    % due 1997                                 150,000           150,000
   6-1/4% due 1997                                 150,000           150,000
   6-1/2% due 1997                                 150,000           150,000
   6-1/2% due 1997                                 150,000           150,000
   8.95 % due 1996-97                                2,200
   9.00 % due 1996-97                                4,000
   10.13% due 1996-97                                1,100
   5-1/2% due 1998                                 150,000           150,000
   6.23 % due 1998                                 150,000
   7.34 % due 1998                                   2,000
   8-1/2% due 1998                                 100,000           100,000
   6.20 % due 1999                                  75,000            75,000
   6-1/4% due 1999                                 150,000           150,000
   6-7/8% due 1999                                 100,000           100,000
   6.99 % due 1996-99                               10,200
   9.50 % due 1997-99                               10,000
   5-1/8% due 2000                                 150,000           150,000
   6-7/8% due 2000                                 150,000           150,000
   7-1/4% due 2000                                 150,000
   8-3/8% due 2000                                 150,000
   7-3/4% due 2001                                 100,000           100,000
   6-1/4% due 2002                                 200,000
   7-7/8% due 2002                                 150,000
   7.95 % due 2002                                 100,000           100,000
   8.56 % due 1997-2002                             10,000
   6-1/8% due 2003                                 150,000           150,000
   6.93 % due 1998-2003                             15,000
   7    % due 2003                                 150,000           150,000
   6    % due 2004                                 150,000           150,000
   6-3/4% due 2005                                 150,000
   7-1/2% due 2005                                 150,000
   6-1/4% due 2007                                 100,000                  

            Total senior - United States         3,632,900         2,600,000
</TABLE>


<PAGE>  42
                    NORWEST FINANCIAL, INC.

      Notes to Consolidated Financial Statements, Continued


6.  Long-term Debt, Continued:

Long-term debt outstanding, continued 
<TABLE>
<CAPTION>
                                                       December 31,         

(In Thousands)                                      1995              1994
<S>                                             <C>               <C>
Senior - Canada:
   5.40 % due 1996                              $    7,332        $    7,135
   5.96 % due 1996                                  21,995            21,405
   8.26 % due 1996                                  14,663            14,270
   8.38 % due 1997                                  21,995
   6.25 % due 1998                                  73,316            71,350
   8.65 % due 1998                                   3,666             3,567
   8.50 % due 1999                                  54,987            53,513
   7.80 % due 2000                                   7,332                  

            Total senior - Canada                  205,286           171,240

            Total senior                         3,838,186         2,771,240


Senior subordinated - United States:
   9.63 % due 1995                                                    20,000
   8.375% due 1996                                  25,000            25,000
   7.34 % due 1998                                   2,000
   9-5/8% due 1998                                                    50,000
   Medium-term notes*                              190,000           200,000

         Total senior subordinated                 217,000           295,000


Other                                               26,345            26,383

Total long-term debt outstanding                $4,081,531        $3,092,623
</TABLE>
  * Medium-term notes outstanding have maturities ranging from 1996 to 1997
      with  interest rates from 4.85% to 8.78%.
  
  Other debt represents senior debt secured by lease receivables and related
  equipment under lease.  At December 31, 1995, other debt had a weighted
  average rate of 9.0% and a final contractual maturity in 1998.
  
  Contractual maturities of long-term debt for the years 1996 through 2000 are
  $469,340,000; $687,583,000; $538,868,000; $389,754,000; and $611,499,000,
  respectively.
  
  
  
  
  
  <PAGE>  43
                    NORWEST FINANCIAL, INC.
  
     Notes to Consolidated Financial Statements, Continued
  
  
  7. Interest and Debt Expense.
  
  Interest and debt expense is summarized as follows:
  <TABLE>
  <CAPTION>
                                                 Years Ended December 31,     
  
  (In Thousands)                              1995         1994         1993
  <S>                                       <C>          <C>          <C>
  Short-term - affiliates                   $  1,142     $    626     $  4,626
  Short-term - commercial paper & other       93,780       54,027       44,282
  Long-term                                  258,376      200,245      188,422
  Amortization of debt expense                 5,781        4,707        5,110
  
  Total interest and debt expense           $359,079     $259,605     $242,440
  </TABLE>
  8. Operations by Country.
  
  The following is a summary of total income, earnings before income taxes, and
  total assets by country:  (Results for Puerto Rico sales finance branches and
  Guam are included in United States amounts.)
  
  (In Thousands)                         1995          1994          1993    
  
  Total income:
    United States                     $1,265,937    $1,050,069    $  955,786
    Canada                               153,421       125,216       123,933
      Total                           $1,419,358    $1,175,285    $1,079,719
  
  Earnings before income taxes:
    United States                     $  362,581    $  303,817    $  267,982
    Canada                                53,233        36,423        39,543
      Total                           $  415,814    $  340,240    $  307,525
  
  Total assets at December 31:
    United States                     $6,982,254    $5,655,594    $4,825,416
    Canada                               557,005       469,148       436,183
      Total                           $7,539,259    $6,124,742    $5,261,599
  
  9. Leased Assets and Lease Commitments.
  
  Lease terms are generally for three to seven years.  Commitments at
  December 31, 1995, under operating leases having initial or remaining lease
  terms in excess of one year are estimated to approximate $37 million.
  
  10.  Dividend Restrictions.
  
  Certain long-term debt instruments restrict payment of dividends on and
  acquisitions of the Company's common stock.  In addition, such debt instru-
  ments and many of the Company's bank credit agreements contain certain
  requirements as to maintenance of net worth (as defined).  Approximately $19
  million of consolidated retained earnings was unrestricted at December 31,
  1995.
  <PAGE>  44
                    NORWEST FINANCIAL, INC.
  
     Notes to Consolidated Financial Statements, Continued
  
  
  11.  Income Taxes.
  
  The Company and its subsidiaries are included in the consolidated federal
  income tax return of Norwest Corporation.  Federal income taxes are allocated
  to the Company and its subsidiaries at the approximate amount which would
  have been computed on a separate return basis.  Current income taxes
  receivable of $31.6 million was included in other receivables from affiliate
  at December 31, 1995.  Current income taxes payable of $4.7 million was
  included in other payables to affiliates at December 31, 1994. The Company's
  Canadian subsidiaries file separate federal and provincial returns in Canada.
  
  At December 31, 1995, no federal income taxes had been provided on approxi-
  mately $23 million of the United States life insurance subsidiary's retained
  earnings since such taxes become payable only to the extent such retained
  earnings are distributed as dividends or to the extent prescribed by tax
  laws.  The life insurance subsidiary does not contemplate distributing
  dividends from these retained earnings.  The amount of unrecognized deferred
  tax liability at December 31, 1995, was $7.8 million.
  
  
  Income taxes for the years, 1995, 1994, and 1993 are composed of the
  following elements:
  
                                              Years Ended December 31,       
  
  (In Thousands)                       1995            1994            1993
  
  Current:
    Federal                          $113,452        $113,168        $ 97,800
    State                               2,043           2,625           3,044
    Foreign                            21,915          11,601           3,733
  Deferred:
    Federal and state                  13,239         (13,572)        (13,818)
    Foreign                            (2,776)          3,078          13,469
  
  Total income taxes                 $147,873        $116,900        $104,228
  
  
  Income before taxes from operations outside the United States was $53.2
  million, $33.4 million,  and $39.1 million for years ended December 31, 1995,
  1994, and 1993, respectively.
  
  Deferred income taxes are primarily due to leasing and lease financing, the
  allowance for credit losses, accrued employee benefits and the net unrealized
  holding gain (loss) on marketable securities.
  
  
  
  
  
  
  <PAGE>  45
                    NORWEST FINANCIAL, INC.
  
     Notes to Consolidated Financial Statements, Continued
  
  
  12.  Retirement Plans.
  
  The Company has a defined benefit pension plan which covers United States
  employees who meet certain age and service requirements (the "NFI Plan"). 
  Pension benefits provided are based on the employee's highest compensation in
  three consecutive calendar years during the last ten calendar years of
  employment.  Benefits accrue under this plan at a rate of 1-1/4% for each
  year of service.
  
  The Company's Canadian subsidiary, Trans Canada Credit Corporation ("TCC"),
  has a non-contributory defined benefit pension plan (the "TCC Plan") which
  covers employees who meet certain service requirements.  Pension benefits
  under the TCC Plan are based on the employee's highest compensation in five
  consecutive calendar years during the last ten calendar years of employment. 
  Benefits generally accrue under the TCC Plan at a rate of 1% of such highest
  average compensation up to the average Canada/Quebec Pension Plan Earnings
  Ceiling (an amount based on the maximum amount of the annual compensation
  used to calculate the employee's Canada/Quebec Pension Plan benefits) plus
  1.5% of such highest average compensation in excess of the average
  Canadian/Quebec Pension Plan Earnings Ceiling for each year of service (not
  to exceed 35 years of service).
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  <PAGE>  46
                    NORWEST FINANCIAL, INC.
  
     Notes to Consolidated Financial Statements, Continued
  
  
  12.  Retirement Plans, Continued:
  
  The funded status and reconciliation to the balance sheet of the NFI Plan and
  the TCC Plan, combined, for the year ended December 31, 1995 and of the NFI
  Plan for the year ended December 31, 1994 are presented below:
  <TABLE>
 <CAPTION>
                                                      Years Ended December 31,
 
 (In Thousands)                                         1995            1994
 <S>                                                <C>             <C>       
 Actuarial present value of benefit obligations:
   Accumulated benefit obligation, including 
     vested benefits of $49,518 and $33,003 at
     December 31, 1995, and 1994, respectively        $(58,500)       $(40,947)
 
   Projected benefit obligation for service
     rendered to-date                                 $(87,244)       $(63,248)
 Plan assets at fair value*                             84,574          62,545
 Plan assets less than projected     
   benefit obligation                                   (2,670)           (703)
 Unrecognized net assets being
   amortized through 2000.                              (1,690)           (607)
 Unrecognized prior service costs                         (920)         (1,349)
 Unrecognized net loss from past experience
   different from that assumed and effects
   of changes in assumptions                             6,042          12,509 
 
 Prepaid pension cost at December 31                  $    762        $  9,850 
 </TABLE>
 *   Consists primarily of marketable bonds and debentures and obligations
       of the United States Government and its agencies and includes $252,000
       of debt securities issued by the Company at December 31, 1994.
  
  Assumptions used in the accounting for the NFI Plan were:
  
                                                            As of December 31,
  
                                                            1995          1994
  
  Weighted average discount rate                            7.0%          7.0%
  Expected long-term rate of return on assets               6.0           6.0
  Rate of increase in future compensation levels            6.0           6.0
  
  Assumptions used in the accounting for the TCC Plan were:
  
                                                        As of December 31, 1995
  
  Weighted average discount rate                                   8.0%
  Expected long-term rate of return on assets                      8.0
  Rate of increase in future compensation levels                   6.5
  
  <PAGE>  47
                    NORWEST FINANCIAL, INC.
  
     Notes to Consolidated Financial Statements, Continued
  
  
  12. Retirement Plans, Continued:
  
  The components of net pension expense for the NFI Plan and TCC Plan,
  combined, for 1995 and for the NFI Plan for 1994, and 1993 are presented
  below:
  <TABLE>
  <CAPTION>
                                                     Years Ended December 31, 
  
  (In Thousands)                                    1995       1994      1993
  <S>                                            <C>         <C>       <C>
  Service cost - benefits earned during the year $ 4,605     $3,216    $2,292
  Interest cost on projected benefit obligation    5,944      4,168     3,571
  Actual return on plan assets                   (12,474)    (1,912)   (3,760)
  Net amortization and deferral*                  10,292      1,602     2,081 
  
  Net periodic pension expense                   $ 8,367     $7,074    $4,184
  </TABLE>
  
  *  Consists of the net effects of delayed recognition of certain events (for 
       example, unanticipated investment performance) arising during the
       current period and amortization (recognition) of the net unrecognized
       effects of past similar events over a five year period.
  
  The NFI Plan holds single premium annuity contracts issued by one of the
  Company's life insurance subsidiaries.  Annual benefits paid to retirees
  covered by the contracts were approximately $1.9 million in 1995 and 1994.
  
  The Company also has a defined contribution thrift and profit sharing plan
  whereby each eligible United States employee may make basic contributions up
  to 6% of his or her compensation and supplemental contributions up to an
  additional 4%.  The Company makes a matching contribution of $.25 for every
  dollar of the basic employee contribution made during the year and not
  withdrawn.  The Company may also make a profit sharing contribution on the
  basic employee contribution with the amount determined by the percentage
  return on consolidated equity (as defined) of Norwest Financial Services,
  Inc. and its subsidiaries.  Contribution expense for the Company was 
  $10,842,000, $11,500,000 and $9,330,000 for the years ended December 31,
  1995, 1994, and 1993, respectively.
  
  
  <PAGE>  48
                    NORWEST FINANCIAL, INC.
  
     Notes to Consolidated Financial Statements, Continued
  
  
  13. Postretirement Benefits.
  
  The Company provides certain health care and life benefits for substantially
  all of its retired United States employees. In accordance with SFAS 106, the
  Company has elected to recognize the transition obligation of approximately
  $22.2 million over a period of twenty years.
  
  The accumulated postretirement benefit obligation and reconciliation to the
  balance sheet is presented below:
  
  (In Thousands)                                    Years ended December 31,
  
                                                       1995           1994
  
        Retirees                                    $ (8,798)       $ (8,233)
        Fully eligible plan participants                 (57)            (48)
        Other active plan participants               (28,063)        (22,129)
  
                                                     (36,918)        (30,410)
  
        Unrecognized transition obligation            18,901          20,012
        Unrecognized net loss                          2,483           1,532
        Unrecognized prior service cost                  802                
  
        Accrued postretirement benefit liability    $(14,732)       $ (8,866)
  
  The Company has not funded any part of the accumulated postretirement benefit
  obligation.
  
  Net postretirement benefit expense consisted of the following components:
  <TABLE>
  <CAPTION>
  (In Thousands)                                      Years ended December 31, 
  <S>                                             <C>        <C>        <C>
                                                    1995       1994       1993
        Service cost - benefits earned
          during the year                         $2,733     $2,085     $1,570
        Interest cost on accumulated 
          postretirement benefit obligation        2,439      2,018      1,882
        Amortization of transition obligation      1,112      1,112      1,112 
        Amortization of unrecognized net loss        545        383          
        Amortization of unrecognized prior 
          service cost                                44                      
        Net periodic postretirement 
          benefit expense                         $6,873     $5,598     $4,564
  </TABLE>
  
  
  
  
  
  
  <PAGE>  49
                    NORWEST FINANCIAL, INC.
  
     Notes to Consolidated Financial Statements, Continued
  
  
  13.   Postretirement Benefits, Continued:
  
  
  The assumed health care cost trend rate used in measuring the accumulated
  postretirement benefit obligation as of December 31, 1995 was 10% for 1996
  decreasing each successive year until it reaches 8% in 1999, after which it
  remains constant.  A one percent increase in the assumed health care cost
  trend rate for each year would increase the accumulated postretirement
  benefit obligation as of December 31, 1995 by approximately $7.8 million and
  net postretirement benefit expense by $1.3 million for the year.  The assumed
  discount rate used in determining the accumulated postretirement benefit
  obligation was 7% at both December 31, 1995, and December 31, 1994.
  
  
  14. Summary of Operating Expenses.
  
  Following is a summary of operating expenses for the years 1995, 1994, and
  1993:
  <TABLE>
<CAPTION>
                                               Years Ended December 31,      

(In Thousands)                           1995           1994           1993
<S>                                    <C>            <C>            <C>    
Salaries                               $226,165       $195,903       $179,185
Other employee benefits                  25,773         37,649         29,951
Depreciation and amortization            25,404         27,339         26,086
Rent - real estate leases                24,691         22,686         20,854
Payroll taxes                            17,680         16,360         14,129
Data and voice communication             16,118         15,884         14,331
Collection and credit information        14,487         14,343         13,765
Postage                                  13,770         11,912         11,218
Advertising                              13,404         12,731         11,137
Travel                                    8,825          8,646         10,319
Retirement Plan                           8,367          8,434          4,184
Taxes other than income taxes             7,785          6,656          5,636
Stationery and supplies                   7,497          7,319          6,694
Rent - data processing
  equipment leases                        5,636          6,556          9,585
Equipment repairs and maintenance         4,835          4,929          4,645
Management fees paid to Norwest 
  Corporation                             3,835          2,321          2,199
Other                                    37,638         34,715         34,750

Total operating expenses               $461,910       $434,383       $398,668
</TABLE>
 
 <PAGE>  50
                    NORWEST FINANCIAL, INC.
                                 
      Notes to Consolidated Financial Statements, Continued
 
 
 
 15. Statements of Consolidated Cash Flows.
 
 The Company and its subsidiaries consider highly liquid debt instruments
 purchased with a maturity of three months or less to be cash equivalents. 
 Supplemental disclosure of certain cash flow information is presented below: 
 <TABLE>
 <CAPTION>
                                                Years Ended December 31,      
 
 
 (In Thousands)                           1995            1994           1993
 
 <S>                                    <C>             <C>            <C>
 Cash paid for:
      Interest                          $328,255        $242,386      
 $235,432
      Income taxes                       181,022         118,907       
 130,872
 
 </TABLE>
 
  16.  Concentrations of Credit Risk.
  
  The Company and its subsidiaries are primarily engaged in the consumer
  finance business.  The average balance outstanding with any individual
  customer is not significant.  At December 31, 1995, the Company had 1,029
  consumer finance offices in 46 states, Guam, Puerto Rico, and all ten
  Canadian provinces compared with 942 consumer finance offices in 45 states,
  Guam and ten Canadian provinces at December 31, 1994.  Credit cards are
  issued by Dial Bank to customers located nationwide. Dial National Bank 
  issues private label and dual-line Co-Branded credit cards nationwide.  
  Insurance premium financing is provided for liability and material damage
  auto insurance in California, Arizona, Texas, and 10 states located
  throughout the southeastern United States.
  
  A subsidiary of the Company also provides accounts receivable financing
  primarily to high quality furniture stores across the country.  In
  addition, another subsidiary of the Company provides lease financing and
  other leasing services nationwide for a variety of commercial equipment
  with an emphasis on health care equipment.
  
  <PAGE>  51
                    NORWEST FINANCIAL, INC.
                                 
     Notes to Consolidated Financial Statements, Continued
  
  
  
  17.  Selected Quarterly Financial Data (Unaudited).
  
  Selected quarterly financial data for 1995 and 1994 were as follows:
  
  (In Thousands)                       Interest     Provision
                           Total       and Debt     for Credit
  Quarter Ended            Income      Expense        Losses       Net
  Earnings
  
  March 31, 1994          $279,695      $60,419       $25,146         $52,148
  
  June 30, 1994            287,181       63,568        25,932          52,391
  
  September 30, 1994       297,284       67,076        28,263          54,303
  
  December 31, 1994        311,125       68,542        29,529          64,498
  
  March 31, 1995           322,275       79,431        30,314          56,977
  
  June 30, 1995            353,991       92,545        31,497          68,756
  
  September 30, 1995       361,940       92,165        39,680          64,286
  
  December 31, 1995        381,152       94,938        41,827          77,922
  
  
  18.  Fair Value of Financial Instruments.
  
  The following methods and assumptions were used to estimate the fair value
  of each class of financial instruments for which it is practicable to
  estimate that value:
  
  Cash and Cash Equivalents.  Due to the relatively short period of time
  between the origination of these instruments and their expected
  realization, the carrying value of cash and cash equivalents is a
  reasonable estimate of fair value.
  
  Marketable Securities.  Fair values of these financial instruments were
  estimated using quoted market prices, when available.  If quoted market
  prices were not available, fair value was estimated using quoted market
  prices for similar assets (note 2).
  
  Finance Receivables and Notes Receivable - Affiliates.  The interest rates
  on the receivables outstanding at December 31, 1995, and 1994, are
  consistent with the current rates at which similar loans would be made to
  borrowers with similar credit ratings and for the same remaining
  maturities.  As a result, the carrying value is a reasonable estimate of
  fair value.
  
  Loans Payable - Short-term and Accrued Interest Payable.  Carrying value is
  a reasonable estimate of fair value.  The carrying amount approximates fair
  value due to the short maturity of these instruments.
  <PAGE>  52
                    NORWEST FINANCIAL, INC.
  
     Notes to Consolidated Financial Statements, Concluded
  
  
  18.  Fair Value of Financial Instruments, Continued:
  
  Other Receivables from Affiliate and Other Payables to Affiliates.  Due to
  the relatively short period of time between the origination of these
  instruments and the expected realization, the carrying value of other
  receivables from affiliate and other payables to affiliates is a reasonable
  estimate of fair value.
  
  Long-term Debt.  Based on quoted market rates for the same or similar
  issues or on current rates offered to the Company for similar debt of the
  same remaining maturities, the fair value of long-term debt is
  $4,195,715,000 as of December 31, 1995 and  $2,922,103,000 as of December
  31, 1994.
  
  
  19. Notes Receivable - Affiliates.
  
  Notes receivable - affiliates were $552,005,000 and $376,886,000 at
  December 31, 1995, and 1994, respectively.  Notes receivable - affiliates
  include a combination of short-term and long-term notes receivable. 
  Effective May 4, 1995, Norwest Financial, Inc.  made term loans totaling
  $500 million to an affiliate, Island Finance Puerto Rico, Inc.  The loans
  have a weighted average interest rate of 8.80% and mature in 2000.  The
  remainder of notes outstanding at December 31, 1995 and the notes
  outstanding at December, 1994, earn interest at rates that approximate the
  cost of borrowings of the Company.
  
  
  
  
  
  
  
  
  
  
  <PAGE>  53
  Item 9.  Changes in and Disagreements with Accountants on Accounting and
  Financial Disclosure.
  
  Not applicable.
  
                            PART III
  
  Item 10.  Directors and Executive Officers of the Registrant.
  
  Omitted in accordance with General Instruction J(2)(c).
  
  Item 11.  Executive Compensation.
  
  Omitted in accordance with General Instruction J(2)(c).
  
  Item 12.  Security Ownership of Certain Beneficial Owners and Management.
  
  Omitted in accordance with General Instruction J(2)(c).
  
  Item 13.  Certain Relationships and Related Transactions.
  
  Omitted in accordance with General Instruction J(2)(c).
  
  
                            PART IV
  
  Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
  
  (a) The following documents are filed as a part of this report:
  
  (1) Financial Statements:
  
     a.    Consolidated balance sheets as of December 31, 1995, and 1994.
  
     b.    Statements of consolidated earnings and retained earnings for
             the  years ended December 31, 1995, 1994, and 1993.
  
     c.    Statements of consolidated cash flows for the years ended      
             December 31, 1995, 1994, and 1993.
  
  (2) Financial Statement Schedules:
  
     All schedules are omitted because they are not applicable or the
       information is given in consolidated financial statements or notes
       thereto.
  
  (3) Exhibits:
  
     3(a)  Articles of Incorporation of the Company (Exhibit 3(a) of the
             Company's Form 10-K Annual Report for 1983, which is hereby 
             incorporated by reference).
  
     3(b)     By-laws of the Company (Exhibit 3(b) of the Company's Form 10-K
                Annual Report for 1983, which is hereby incorporated by
                reference).
  <PAGE>  54
     4(a)  Conformed copy of Indenture dated as of May 1, 1986, between
             the Company and The Chase Manhattan Bank (National
             Association), Trustee (Exhibit 4(o) of the Company's Form 10-K
             Annual Report for 1986, which is hereby incorporated by
             reference).
  
     4(b)  Conformed copy of Indenture dated as of May 1, 1986, between
             the Company and Harris Trust and Savings Bank, Trustee
             (Exhibit 4(p) of the Company's Form 10-K Annual Report for
             1986, which is hereby incorporated by reference).
  
     4(c)  Copy of Norwest Financial, Inc. Standard Multiple-Series
             Indenture Provisions dated May 1, 1986, (Exhibit 4(q) of the
             Company's Form 10-K Annual Report for 1986, which is hereby
             incorporated by reference).
  
     4(d)  Conformed copy of First Supplemental Indenture dated as of
             February 15, 1991, between the Company and The Chase Manhattan
             Bank (National Association), Trustee (Exhibit 4.3 of the
             Company's Form 8-K Current Report dated February 25, 1991,
             which is hereby incorporated by reference).
  
     4(e)  Conformed copy of First Supplemental Indenture dated as of
             February 15, 1991, between the Company and Harris Trust and
             Savings Bank, Trustee (Exhibit 4.4 of the Company's Form 8-K
             Current Report dated February 25, 1991, which is hereby
             incorporated by reference).
  
     4(f)  Conformed copy of Indenture dated as of November 1, 1991,
             between the Company and The First National Bank of Chicago,
             Trustee (Exhibit 2(a) of the Company's Form 8-A Registration
             Statement dated May 24, 1993, which is hereby incorporated by
             reference).
  
     *(12) Computation of ratios of earnings to fixed charges for the
             years ended December 31, 1995, 1994, 1993, 1992, and 1991.
  
     *(23) Consent of Deloitte & Touche LLP.
  
  Certain instruments with respect to long-term debt publicly issued,
  privately placed or borrowed from banks are not filed herewith as exhibits
  as the total amount of securities or indebtedness authorized under any of
  such instruments does not exceed 10% of the total assets of the Company and
  its subsidiaries on a consolidated basis.  In accordance with subsection
  (4)(iii) of paragraph (b) of Item 601 of Regulation S-K, the Company hereby
  agrees to furnish a copy of any such instrument to the Securities and
  Exchange Commission upon request.  The list of subsidiaries exhibit
  required by Item 601 of Regulation S-K has been omitted in accordance with
  General Instruction J(2)(b).
  *Filed herewithin.
  
  (b) Reports on Form 8-K.
  
     No reports on Form 8-K were filed by the Company during the last
       quarter of the period covered by this report.
  <PAGE>  55                    SIGNATURES
                                 
  Pursuant to the requirements of Section 13 or 15(d) 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, on the
  13th day of March 1996.
  
                                           NORWEST FINANCIAL, INC.
  
  
                                           By        \s\James R. Berens
                                                        James R. Berens
                                                           President
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, this
  report has been signed below by the following persons, on behalf of the
  registrant and in the capacities indicated, on the 13th day of March 1996.
  
  
             \s\David C. Wood             
                David C. Wood       
             Chairman of the Board
        (Principal Executive Officer)
  
  
           \s\James R. Berens             
              James R. Berens  
           President and Director
  
  
        \s\Patricia J. McFarland          
           Patricia J. McFarland    
    Vice President, General Counsel and
           Secretary and Director
  
  
                                          
              Stanley S. Stroup
                  Director
  
  
           \s\Alfred Z. Winick            
              Alfred Z. Winick
     Senior Vice President and Director
  
  
            \s\Dennis E. Young            
               Dennis E. Young
     Senior Vice President and Treasurer
                and Director
        (Principal Financial Officer)
  
  
           \s\Robert W. Bettle            
              Robert W. Bettle
        Vice President and Controller
       (Principal Accounting Officer)