<PAGE 1>
                                  Form 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                  Quarterly Report Under Section 13 or 15(d)
                    of the Securities Exchange Act of 1934




For Quarter Ended September 30, 1998 Commission file number 2-80466




                        Norwest Financial, Inc.
         (Exact name of registrant as specified in its charter)




                  Iowa                             42 1186565
       (State or other jurisdiction of           (I.R.S. Employer
        incorporation or organization)          Identification No.)




206 Eighth Street, Des Moines,Iowa                      50309
(Address of principal executive offices)             (Zip Code)




Registrant's telephone number, including area code (515) 243-2131



Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes   X     No     .

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common Stock (without par value):  1,000 shares outstanding as of
November 2, 1998.

The registrant meets the conditions set forth in General
Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing
this Form with the reduced disclosure format.

<PAGE 2>

                         PART I.  FINANCIAL INFORMATION

                           NORWEST FINANCIAL, INC.

                     Consolidated Balance Sheets (Unaudited)

                            (Thousands of Dollars)

<TABLE>
<CAPTION>

                                       September 30,         December 31,

           Assets                           1998                 1997
<S>                                      <C>                 <C>
Cash and cash equivalents                $   350,920         $   94,600

Securities available-for-sale              1,160,592          1,063,600

Finance receivables:
  Consumer:
    Loans                                  4,010,169          3,893,550
    Sales finance contracts                2,747,962          2,332,535
    Credit cards                             458,868            422,435
  Commercial                                 541,573            465,601

            Total finance receivables      7,758,572          7,114,121

  Less allowance for credit losses           337,837            297,800

            Finance receivables - net      7,420,735          6,816,321



Notes receivable - affiliates                612,710            646,832



Property and equipment (at cost, less
  accumulated depreciation of $123,944
  for 1998 and $107,435 for 1997)            161,253            102,537

Deferred income taxes                         53,932             64,420

Other assets                                 483,340            533,614


            Total assets                 $10,243,482         $9,321,924

</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE 3>

                            NORWEST FINANCIAL, INC.

                     Consolidated Balance Sheets (Unaudited)

                            (Thousands of Dollars)

<TABLE>
<CAPTION>
                                         September 30,       December 31,
          Liabilities and
        Stockholder's Equity                1998                 1997
<S>                                      <C>                 <C>
Loans payable - short-term:
  Commercial paper                       $ 2,301,199         $1,664,796
  Affiliates                                 390,448            392,165
  Other                                       48,232            170,000
Unearned insurance premiums
  and commissions                            136,191            143,478
Insurance claims and policy reserves          30,841             30,566
Accrued interest payable                     104,524             93,344
Other payables to affiliates                  47,123             13,815
Other liabilities                            367,722            228,557

Long-term debt:
  Senior                                   5,271,044          5,219,413
  Subordinated                                                    2,000

            Total long-term debt           5,271,044          5,221,413

            Total liabilities              8,697,324          7,958,134



Stockholder's equity:
  Common stock without par value
    (authorized 1,000 shares,
     issued 1,000 shares)                      3,855              3,855
  Additional paid in capital                 189,438            185,410
  Retained earnings                        1,342,296          1,167,418
  Accumulated other comprehensive
      Income                                  10,569              7,107

            Total stockholder's equity     1,546,158          1,363,790

            Total liabilities and
            stockholder's equity         $10,243,482         $9,321,924



</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE 4>

                                   NORWEST FINANCIAL, INC.

                       Statements of Consolidated Earnings(Unaudited)

                                   (Thousands of Dollars)

<TABLE>
<CAPTION>

                                          Quarter Ended          Nine Months
                                          September 30,      Ended September 30,

                                         1998      1997          1998     1997
  
Income:
<S>                                 <C>        <C>           <C>          <C>
  Finance charges and interest      $379,188   $322,762      $1,101,196  $  922,719

  Insurance premiums and 
    commissions                       30,380     33,894          99,642     103,751

  Other income                        57,707     52,977         173,985     151,056

     Total income                    467,275    409,633       1,374,823   1,177,526


Expenses:

  Operating expenses                 166,278    139,003         498,503     399,809

  Interest and debt expense          123,787    102,042         357,840     287,855

  Provision for credit losses         68,935     57,819         199,415     157,195

  Insurance losses and loss expenses  10,789      9,125          31,864      29,406

    Total expenses                   369,789    307,989       1,087,622     874,265

    Earnings before income taxes      97,486    101,644         287,201     303,261

Income taxes                          31,952     34,004          98,671     104,535

    Net income                      $ 65,534   $ 67,640       $ 188,530    $198,726

</TABLE>


See accompanying notes to consolidated financial statements.

<PAGE 5>
    

                                    NORWEST FINANCIAL, INC.

                     Consolidated Statements of Comprehensive Income (Unaudited)

                                     (Thousands of Dollars)
<TABLE>
<CAPTION>
                                          Quarter Ended            Nine Months
                                          September 30,          Ended September 30,

                                        1998          1997        1998        1997
<S>                                   <C>           <C>         <C>         <C>
Net income                            $65,534       $67,640     $188,530    $198,726

Other comprehensive income,
  before income taxes:
  Unrealized gains on securities
    available-for-sale:
      Unrealized gains arising
        during the period               4,578        14,097       16,256      23,061
      Less:  reclassification
        adjustment for net gains
        included in net income            436         2,420        4,043       8,941

                                        4,142        11,677       12,213      14,120

  Foreign currency
    translation adjustment             (2,895)           25       (4,606)       (865)

    Other comprehensive income
      before income taxes               1,247        11,702        7,607      13,255

  Income tax expense related to
    components of other
    comprehensive income                1,451         3,955        4,145       4,766

  Other comprehensive income (loss),
    net of income taxes                  (204)        7,747        3,462       8,489

  Comprehensive income                $65,330       $75,387     $191,992    $207,215

</TABLE>
See accompanying notes to consolidated financial statements.

<PAGE 6>

                               NORWEST FINANCIAL, INC.

                  Statements of Consolidated Cash Flows (Unaudited)
                   Increase(Decrease) in Cash and Cash Equivalents

                               (Thousands of Dollars)
<TABLE>
<CAPTION>
                                              Nine Months Ended September 30,

                                                  1998              1997
<S>                                            <C>                <C>
Cash flows from operating activities:
  Net earnings                                 $  188,530         $  198,726
  Adjustments to reconcile net earnings to
    net cash flows from operating activities:
      Provision for credit losses                 199,415            157,195
      Depreciation and amortization                36,846             23,890
      Deferred income taxes                         6,122             (1,509)
      Other assets                                (47,414)           (60,651)
      Unearned insurance premiums and
        Commissions                                (7,287)            10,120
      Insurance claims and policy reserves            275            (12,428)
      Accrued interest payable                     11,180             13,795
      Other payables to affiliates                 31,551             (2,297)
      Other liabilities                           126,689             31,095

Net cash flows from operating activities          545,907            357,936

Cash flows from investing activities:
  Finance receivables:
      Principal collected                       4,832,556          4,139,548
      Receivables originated or purchased      (5,347,850)        (4,444,668)
  Proceeds from sales of securities               101,348             87,058
  Proceeds from maturities of securities          145,085             57,868
  Purchases of securities                        (331,212)          (331,273)
  Net additions to property and equipment         (71,517)           (25,087)
  Net increase in notes
    receivable - affiliates                      (236,497)        (1,138,196)
  Contributed subsidiary received,
    net of cash                                       503              3,258
  Other                                            40,407            160,599

Net cash flows used for investing activities     (867,177)        (1,490,893)

Cash flows from financing activities:
  Net increase in loans payable - short term      512,918            281,549
  Proceeds from issuance of long-term debt -
      Senior                                      511,960          1,251,882
  Repayment of long-term debt:
      Senior                                     (425,288)          (503,473)
      Subordinated                                 (2,000)           (50,000)
  Dividends paid                                  (20,000)            (1,729)
  Paid in capital                                                    112,000

Net cash flows from financing activities          577,590          1,090,229

Net increase (decrease) in cash and
  cash equivalents                                256,320            (42,728)

Cash and cash equivalents beginning of period      94,600            141,692

Cash and cash equivalents end of period         $ 350,920          $  98,964

</TABLE>
See accompanying notes to consolidated financial statements.


<PAGE 7>
                                  NORWEST FINANCIAL, INC.
                    Consolidated Statements of Stockholder's Equity (Unaudited)
        
                                  (Thousands of Dollars)
<TABLE>
<CAPTION>
                                                           Accumulated Other            
                                                         Comprehensive Income
                                                                   Unrealized Gains
                                    Additional              Foreign  on Securities
                            Common    Paid In   Retained   Currency   Available-
                            Stock     Capital   Earnings  Translation  for-Sale     Total
<S>                         <C>      <C>       <C>        <C>         <C>        <C> 
Balance, December 31, 1996  $3,855   $ 90,766  $  959,697  $ (5,991)  $ 9,705    $1,058,032          

Comprehensive income:
  Net income                                      198,726                           198,726
  Other                                                        (865)    9,354         8,489

Paid in capital                       112,000                                       112,000

Contributed subsidiary                      3     (17,359)                          (17,356)

Dividends                                          (1,729)                           (1,729)

Balance, September 30, 1997 $3,855   $202,769  $1,139,335  $ (6,856)  $19,059    $1,358,162



Balance, December 31, 1997  $3,855   $185,410  $1,167,418  $ (8,757)  $15,864    $1,363,790

Comprehensive income:
  Net income                                      188,530                           188,530
  Other                                                      (4,606)    8,068         3,462

Contributed subsidiary                  4,028       6,348                            10,376

Dividends                                         (20,000)                          (20,000)

Balance, September 30, 1998 $3,855   $189,438  $1,342,296  $(13,363)  $23,932    $1,546,158

</TABLE>
See accompanying notes to consolidated financial statements.

<PAGE 8>

                         NORWEST FINANCIAL, INC.

          Notes to Consolidated Financial Statements (Unaudited)


The accompanying unaudited financial statements and notes have been
prepared in accordance with the accounting policies set forth in 
Norwest Financial, Inc.'s 1997 Annual Report on Form 10-K and should
be read in conjunction with the Notes to Consolidated Financial Statements
therein.  In the opinion of management, all adjustments (none of which
were other than normal recurring accruals) necessary to present fairly
the financial statements for the periods presented have been included.

1.    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 
("Norwest").

2.    Dividend Restrictions.

Certain long-term debt instruments restrict payment of dividends on and 
acquisitions of the Company's common stock.  In addition, such debt 
instruments and the Company's bank credit agreements contain certain
requirements as to maintenance of net worth (as defined).  Approximately
$896 million of consolidated stockholder's equity was unrestricted at 
September 30, 1998.

3.    Other Income.

Income from affiliates was $14.7 million and $13.9 million for the quarters 
ended September 30, 1998 and 1997, respectively, and $47.2 million and $40.8 
million for the nine months ended September 30, 1998 and 1997, respectively.

Interest and dividends from securities available-for-sale and cash
equivalents were $18.1 million and $17.8 million for the quarters ended
September 30, 1998 and 1997, respectively, and $54.2 million and $47.7 
million for the nine months ended September 30, 1998 and 1997, respectively.

4.    Reclassifications.

Certain amounts in the 1997 financial statements have been reclassified
to conform to the presentation used in the 1998 financial statements.


<PAGE 9>
                        NORWEST FINANCIAL, INC.

         Notes to Consolidated Financial Statements (Unaudited)


5.    Change in Accounting Policy.

Effective January 1, 1998, the Company adopted Statement of
Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" ("FAS 130").  FAS 130 requires
disclosures of the components of comprehensive income and
the accumulated balance of other comprehensive income with
total stockholder's equity.  The adoption of FAS 130 has not
had a material effect on the Company's financial statements.

6.    Business Combinations.

Effective April 21, 1998, one of the Company's Canadian
subsidiaries acquired all of the issued and outstanding
shares of capital stock of The T. Eaton Acceptance Co.
Limited ("TEAC") and National Retail Credit Services Limited
("NRCS").  The acquisition was accounted for as a purchase.
TEAC and NRCS are headquartered in Toronto, Ontario and are
primarily engaged in purchasing sales finance contracts.
TEAC and NRCS had finance receivables outstanding of $305
million at the time of the acquisition.

Effective June 30, 1998, the Parent made a capital
contribution, without consideration, to the Company of the
issued and outstanding shares of capital stock of Reliable
Financial Services, Inc. (the "Contributed Subsidiary" or
"Reliable").  This capital contribution was accounted for as
a merger of interests under common control.  Reliable's
headquarters are in San Juan, Puerto Rico and its principal
business is automobile finance.  Reliable had finance
receivables outstanding of $293 million at the time of the
contribution.



<PAGE 10>

                       NORWEST FINANCIAL, INC.

                 Management's Discussion and Analysis
           of Financial Condition and Results of Operations


Statements made in Management's Discussion and Analysis may be forward-
looking and are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995.  Forward-looking statements
address management's present expectations about future performance and
involve inherent risks and uncertainties.  A number of important factors
(some of which are beyond the Company's control) could cause actual
results to differ materially from those in the forward-looking statements.
Those factors include the economic environment, competition, products 
and pricing in the geographic and business areas in which the Company
conducts its operations, prevailing interest rates, changes in government
regulations and policies affecting financial services companies, 
credit quality and credit risk management, acquisitions, and integration
of acquired businesses.

Effective August 31, 1997, Norwest, through its wholly-owned subsidiary,
Fidelity Acceptance Holding, Inc. ("FAHI"), acquired Fidelity Acceptance
Corporation.  The acquisition was accounted for as a purchase.  Funding
necessary for this acquisition (totaling approximately $1.1 billion) was
provided to FAHI by the Company.  Effective September 2, 1997, Norwest
made a capital contribution, without consideration, of all of the issued
and outstanding shares of capital stock of FAHI to the Parent.  Immediately
thereafter, the Parent made a capital contribution, without consideration, 
of all the issued and outstanding shares of capital stock of FAHI to the
Company.  This capital contribution was accounted for as a merger of interests
under common control.  The principal business of Fidelity Acceptance 
Corporation and its subsidiaries ("Fidelity") is purchasing sales finance
contracts directly from automobile dealers and making direct loans
secured by automobiles.  Fidelity operated 147 branch offices in 31
states and Guam and had approximately $1.1 billion in finance receivables
outstanding at the time of the contribution.



<PAGE 11>

                          NORWEST FINANCIAL, INC.

                  Management's Discussion and Analysis
            of Financial Condition and Results of Operations

Norwest Financial's performance for the third quarter of 1998 closely 
paralleled performance for the first nine months of 1998.  The discussion
and analysis that follows, therefore, is limited to a discussion of the
first nine months as a whole and does not include a separate discussion
of the third quarter unless otherwise noted.

Norwest Financial's total income (revenue) increased 17% for the first
nine months ($1,374.8 million in the first nine months of 1998 compared 
with $1,177.5 million in the first nine months of 1997).

Income from finance charges and interest increased 19% for the first 
nine months ($1,101.2 million in the first nine months of 1998 compared
with $922.7 million in the first nine months of 1997).  Income from
finance charges and interest increased 5% excluding Fidelity.  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.  In total, average finance
receivables outstanding in the first nine months of 1998 increased 22%
from the first nine months of 1997; average consumer receivables outstanding
increased 23% while average commercial receivables outstanding increased 4%.  
Excluding Fidelity, average finance receivables outstanding in the first 
nine months of 1998 increased 8% from the first nine months of 1997.

                                       Nine Months Ended September 30,

Rate of charge on finance receivables:       1998            1997

      Consumer                              20.46%          21.02%
      Commercial                            13.88           13.88
      Total                                 20.02           20.46

The increase in income from finance charges and interest was due to 
growth in average finance receivables outstanding offset somewhat by
the decline in the rate of charge.  The increase in average finance
receivables was due primarily to acquisitions combined with regular
business activity.

Insurance premiums and commissions decreased 4% ($99.6 million
in the first nine months of 1998 compared with $103.8 million in
the first nine months of 1997.)  Changes in insurance premiums and 
commissions generally correspond to changes in average consumer finance
loans outstanding not secured by real estate and average credit card
receivables outstanding.  Average consumer finance loans outstanding not
secured by real estate and average credit card receivables outstanding
increased 15% in the first nine months of 1998 compared with the first
nine months of 1997.  This increase was due primarily to the addition of
Fidelity.  Excluding Fidelity, average consumer finance loans not secured
by real estate and credit card receivables remained constant.  Insurance
premiums and commissions in Fidelity during the first nine months of 1998
were $3.4 million.

<PAGE 12>
                        NORWEST FINANCIAL, INC.

                   Management's Discussion and Analysis
      of Financial Condition and Results of Operations, Continued


Insurance losses and loss expenses increased 8% ($31.9 million in the
first nine months of 1998 compared with $29.4 million in the first nine
months of 1997).

Other income increased 15% ($174.0 million in the first nine months of 
1998 compared with $151.1 million in the first nine months of 1997).  
The increase is due primarily to an increase in interest and dividends
from securities available-for-sale and cash equivalents, income from 
affiliates and other fee income.

Operating expenses increased 25% ($498.5 million in the first nine months
of 1998 compared with $399.8 million in the first nine months of 1997).
Excluding Fidelity, operating costs increased 13% in the first nine months of
1998.  The increase was due primarily to increases in employee compensation
and benefits and other costs resulting from business expansion.

Interest and debt expense increased 24% ($357.8 million in the first nine
months of 1998 compared with $287.9 million in the first nine months of 1997). 
Average total borrowings increased primarily due to the addition of Fidelity.
Changes in interest and debt expense result primarily from (1) changes in the
amount of borrowings outstanding and (2) changes in the cost of those
borrowings.  Average total outstanding borrowings in the first nine months
of 1998 increased 22% from the first nine months of 1997.

                                      Nine Months Ended September 30,

Costs of funds:                            1998             1997

      Short-term                           5.64%            5.23%
      Long-term                            6.76             6.84
      Total                                6.44             6.36


Changes in average debt outstanding generally correspond to changes in
average finance receivables outstanding combined with the change in
notes receivable - affiliates.  Average finance receivables and notes 
receivable - affiliates increased 21% from the first nine months of 1997.



<PAGE 13>

                            NORWEST FINANCIAL, INC.
    
                      Management's Discussion and Analysis
          of Financial Condition and Results of Operations, Continued


Provision for credit losses increased 27% ($199.4 million in the first 
nine months of 1998 compared with $157.2 million in the first nine months
of 1997).  Net write-offs as a percentage of average net receivables
outstanding increased to 2.61% in the first nine months of 1998 compared 
with 2.50% in the first nine months of 1997.  Excluding Fidelity,
net write-offs as a percentage of average net receivables were 2.14% 
in the first nine months of 1998 compared with 2.42% in the first nine 
months of 1997.  Provision for credit losses in the third quarter of 
1998 increased 19% compared with the third quarter of 1997 ($68.9 million
compared with $57.8 million).  Net write-offs as a percentage of average
net receivables outstanding were .83% for the third quarter of 1998 
and .89% for the third quarter of 1997.  Excluding Fidelity, net write-offs
as a percentage of average net receivables outstanding were .68% for the
third quarter of 1998 compared with .81% in the third quarter of 1997. 
Management believes the allowance for credit losses at September 30, 1998, 
and December 31, 1997, is adequate to absorb possible losses in the finance
receivables portfolio.

Federal and state income taxes decreased 6% ($98.7 million in the first
nine months of 1998 compared with $104.5 million in the first nine 
months of 1997).  The effective tax rate was 34.4% for the first nine 
months of 1998 and 34.5% for the first nine months of 1997.

The Company and one of its Canadian subsidiaries maintain bank lines 
of credit and revolving credit agreements to provide an alternative 
source of liquidity to support the commercial paper borrowings.  
At September 30, 1998, lines of credit and revolving credit agreements
totaling $1,477 million were being maintained at 33 unaffiliated banks.
None of this credit was in use at the time.

The Company and one of its Canadian subsidiaries obtain 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 and one of its Canadian subsidiaries
also obtain 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).

Norwest Financial 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 received on Norwest Financial's finance
receivables.

The Company has experienced slower internal growth in receivables 
and a reduction in earned rate as a result of repayments and 
competitive pressures causing industry loan standards and pricing
to fall below levels which management considers prudent.  Management
now estimates that Norwest Financial's 1998 earnings will be 
approximately ten percent lower than the amount earned in 1997.  
Management will continue to maintain its financial discipline and is
confident of the Company's long-term growth prospects.

<PAGE 14>

                        NORWEST FINANCIAL, INC.

                  Management's Discussion and Analysis
       of Financial Condition and Results of Operations, Continued


During 1998, Norwest Financial has continued with its company-wide
project to prepare Norwest Financial's systems for Year 2000 compliance.
The Year 2000 issue relates to computer systems that use two digits rather
than four to define the applicable year and whether such systems will
properly process information when the year changes to 2000.
"Systems" include all firmware, hardware, system and application software,
and commercial "off the shelf" software and networks, and embedded technology 
such as properties/date impacted processors in automated systems such as 
elevators, telephone systems, security, heating and cooling systems and
others.  Priority is given to "mission critical" systems.  A system is 
considered "mission critical" if it is vital to the successful continuation
of a core business activity.

The implementation of Norwest Financial's Year 2000 readiness project
is divided into four principal phases:  Phase I requires a comprehensive
assessment and inventory of all applicable software, system hardware devices,
data and voice communication devices and other embedded technology to
determine Year 2000 vulnerability and risk; Phase II requires date detection
on systems to determine which systems must be repaired and which systems
are compliant and require testing only, determination of the resources and
costs, and the development of high level testing plans and schedules for the
repair, replacement and/or retirement of systems; Phase III requires repairs, 
replacement and/or retirement of systems not Year 2000 compliant, and 
planning the integration  testing for those systems that have interfaces with
other systems both internal and external to Norwest Financial, such as 
customers/suppliers; and Phase IV requires integration testing on applicable
systems to validate that interfaces are Year 2000 compliant.

Norwest Financial may be impacted by the Year 2000 compliance issues
of governmental agencies, business and other entities who provide data to,
or receive data from, Norwest Financial, and by entities, such as borrowers,
vendors, customers and business partners, whose financial condition 
or operational capability is significant to Norwest Financial.  Norwest
Financial's Year 2000 project also includes assessing the Year 2000 readiness of
significant customers, borrowers, vendors, business partners, counterparties
and governmental entities.  In addition to assessing the readiness of these
external parties, Norwest Financial is developing contingency plans which
will include recovery plans and alternatives to mitigate the effects of 
counterparties whose own failure to properly address Year 2000 issues may
adversely impact Norwest Financial's ability to perform mission critical
functions.  These contingency plans are currently being developed and are to
be completed in conjunction with Phase IV.

Norwest Financial has substantially completed Phases I and
II of its Year 2000 project.  It is anticipated that Phase
III will be substantially completed for all mission critical
systems by December 31, 1998.  Phase IV for all mission
critical systems is anticipated to be completed by June 30,
1999.

<PAGE 15>

                          NORWEST FINANCIAL, INC.

                    Management's Discussion and Analysis
         of Financial Condition and Results of Operations, Continued


To date, Norwest Financial has incurred charges of $2.4 million related
to its Year 2000 project; $1.7 million and $2.4 million total expenditures 
were incurred in the quarter and nine months ended September 30, 1998,
respectively.  Norwest Financial currently estimates that its total cost
for the Year 2000 project will be $3.2 million.  Charges include the cost
of internal staff redeployed to the Year 2000 project, as well as external
consulting costs and costs of accelerated replacement of hardware and 
software due to Year 2000 issues.  The redeployment of internal staff has
not delayed other information technology projects, and thus will not have
an impact on the financial condition or results of operations.

The foregoing paragraphs contain a number of forward-looking statements.
These statements reflect management's best current estimates, which were
based on numerous assumptions about future events, including the continued 
availability of certain resources, representations received from third party
service providers and other third parties, and additional factors.  There 
can be no guarantee that these estimates will be achieved, and actual results
could differ materially from those estimates.

A number of important factors could cause the actual costs of Year 2000
compliance and the impact of the Year 2000 issue to differ materially
from what is described in the forward-looking statements contained in
the above paragraphs.  Those factors include, but are not limited to,
uncertainties in the costs of hardware and software, the availability
and cost of programmers and other systems personnel, inaccurate or
incomplete execution of the phases, ineffective remediation of computer
code, and the ability of Norwest Financial's customers, vendors, 
competitors and counterparties to effectively address the Year 2000 issue.

Notwithstanding Norwest Financial's efforts, there can be no assurance
that significant third party vendors or other significant third parties
will adequately address their Year 2000 issues.  Risks associated with
such third parties which are located outside the United States may be 
higher insofar as it is generally believed that non-U.S. businesses may
not be addressing their Year 2000 issues on as timely a basis as U.S.
businesses.  Failure of the corporation's loan customers to properly 
prepare for the Year 2000 could also result in increases in problem
loans and credit losses in future years.  It is not, however, possible
to quantify the potential impact of such losses at this time.  If Year
2000 issues are not adequately addressed by Norwest Financial and
significant third parties, Norwest Financial's business, results of 
operations and financial position could be materially adversely affected.

<PAGE 16>


                       NORWEST FINANCIAL, INC.

                 Management's Discussion and Analysis
      of Financial Condition and Results of Operations, Concluded


The forward-looking statements made in the foregoing Year 2000
discussion speak only as of the date on which such statements are made,
and Norwest Financial undertakes no obligation to update any forward-
looking statement to reflect events or circumstances after the date on
which such statement is made to reflect the occurrence of unanticipated
events.





<PAGE 17>


                            PART II.  OTHER INFORMATION

                              NORWEST FINANCIAL, INC.


Item 5.  Other Information

RATIOS OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratios of earnings to fixed charges 
of Norwest Financial, Inc. and its subsidiaries for the periods indicated:

   Nine Months Ended                      Years Ended December 31,
   September 30, 1998               1997    1996    1995   1994    1993

          1.78                      2.00    2.11    2.13   2.26    2.22

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).


Item 6.  Exhibits and Reports on Form 8-K.

(a)  Exhibits:

Exhibit (12)      Computation of ratios of earnings to fixed charges for
                  the years ended December 31, 1997, 1996, 1995, 1994
                  and 1993 and the nine months ended September 30, 1998.

(b)  Reports on 8-K

No reports on Form 8-K were filed during the quarter for which this report 
is filed.

                         S I G N A T U R E S

Pursuant to the requirements 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.

                                 NORWEST FINANCIAL, INC.

Date:  November 2, 1998

                                 By  \S\ Eric Torkelson
                                     Eric Torkelson
                                     Vice President and Controller
                                     (Principal Accounting Officer)