<PAGE> 1
                                Form 10-Q

                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
            Quarterly Report Pursuant to Section 13 or 15(d)
                 of the Securities Exchange Act of 1934




For Quarter Ended June 30, 1999        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 August 6, 1999.

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>
                                      June 30,       December 31,

     Assets                             1999              1998
<S>                                 <C>              <C>
Cash and cash equivalents            $  127,417       $  139,184

Securities available-for-sale         1,219,215        1,203,500

Finance receivables                   8,526,840        8,270,227

Less allowance for credit losses        357,314          350,984

 Finance receivables - net            8,169,526        7,919,243



Notes receivable - affiliates           421,713          499,123



Property and equipment (at cost, less
 accumulated depreciation of $144,611
 for 1999 and $135,105 for 1998)        236,425          187,695

Deferred income taxes                    72,934           60,717

Other receivables from affiliates        48,923

Other assets                            466,901          506,745


     Total assets                   $10,763,054      $10,516,207



</TABLE>



See accompanying notes to consolidated financial statements.



<PAGE> 3

                         NORWEST FINANCIAL, INC.
                 Consolidated Balance Sheets (Unaudited)
                         (Thousands of Dollars)

<TABLE>
<CAPTION>
                                         June 30,     December 31,
Liabilities and
Stockholder's Equity                      1999           1998

<S>                                    <C>            <C>
Loans payable - short-term:
 Commercial paper                      $2,505,882     $2,662,321
 Affiliates                               320,105        194,453
 Other                                     49,763        237,467
Unearned insurance premiums
 and commissions                          136,520        132,793
Insurance claims and policy reserves       31,962         29,750
Accrued interest payable                   92,488         96,482
Other payables to affiliates                              44,173
Other liabilities                         391,981        280,737
Senior long-term debt                   5,644,937      5,272,818

     Total liabilities                  9,173,638      8,950,994


Stockholder's equity:
 Common stock without par value
  (authorized 1,000 shares, issued
   and outstanding 1,000 shares)            3,855          3,855
 Additional paid in capital               196,697        189,438
 Retained earnings                      1,393,809      1,362,370
 Accumulated other comprehensive
  income (loss), net of income taxes       (4,945)         9,550

     Total stockholder's equity         1,589,416      1,565,213

     Total liabilities and
     stockholder's equity             $10,763,054    $10,516,207



</TABLE>



See accompanying notes to consolidated financial statements.



<PAGE> 4

                         NORWEST FINANCIAL, INC.
                 Consolidated Statements of Income (Unaudited)
                         (Thousands of Dollars)

<TABLE>
<CAPTION>
                                  Quarter Ended June 30,   Six Months Ended June 30,

                                     1999        1998          1999           1998
<S>                                <C>         <C>         <C>            <C>
Income:
 Finance charges and interest      $402,246    $365,545    $  801,406     $  722,008

 Insurance premiums and commissions 123,908     146,305       154,330        186,290

 Other income                        55,769      60,797       111,782        111,500

     Total income                   581,923     572,647     1,067,518      1,019,798


Expenses:
 Operating expenses                 189,930     167,985       379,497        332,225

 Interest and debt expense          125,745     119,703       250,608        234,053

 Provision for credit losses         58,801      63,304       126,883        130,480

 Insurance losses and loss expenses  94,635     122,537       105,620        133,325

     Total expenses                 469,111     473,529       862,608        830,083

     Income before income taxes     112,812      99,118       204,910        189,715

Income taxes                         41,148      34,812        73,483         66,719

     Net income                    $ 71,664    $ 64,306      $131,427     $  122,996


</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 June 30,   Six Months Ended June 30,

                                    1999          1998       1999       1998
<S>                               <C>           <C>        <C>        <C>
Net income                        $71,664       $64,306    $131,427   $122,996

Other comprehensive income (loss),
 before income taxes:
 Unrealized gains (losses) on
  securities available-for-sale:
   Unrealized gains (losses)
     arising during the period    (15,034)        3,413     (20,330)    11,678
   Less:  reclassification
     adjustment for net gains
     included in net income         3,082         2,038       5,846      3,607

                                  (18,116)        1,375     (26,176)     8,071

 Foreign currency
  translation adjustment            2,016        (2,185)      2,982     (1,711)
  Other comprehensive income
   (loss) before income taxes     (16,100)         (810)    (23,194)     6,360
Income tax expense (benefit)
 related to unrealized gains
 (losses) on securities
 available-for-sale                (6,315)          444      (8,699)     2,694

Other comprehensive income
 (loss), net of income taxes       (9,785)       (1,254)    (14,495)     3,666

     Comprehensive income         $61,879       $63,052    $116,932   $126,662

</TABLE>



See accompanying notes to consolidated financial statements.


<PAGE> 6
                           NORWEST FINANCIAL, INC.
              Consolidated Statements of Cash Flows (Unaudited)
                            (Thousands of Dollars)

<TABLE>
<CAPTION>
                                               Six Months Ended June 30,
                                                  1999           1998
Cash flows from operating activities:
<S>                                             <C>            <C>
 Net income                                     $131,427       $122,996
 Adjustments to reconcile net income to
  net cash flows from operating activities,
  net of effect of contributed subsidiaries:
   Provision for credit losses                   126,883        130,480
   Depreciation and amortization                  27,341         23,728
   Deferred income taxes                          (2,129)         2,777
   Other receivables from affiliates             (47,836)
   Other assets                                  (49,516)       (81,011)
   Unearned insurance premiums
     and commissions                               3,727         (6,573)
   Insurance claims and policy reserves            2,212          1,252
   Accrued interest payable                       (3,994)         4,597
   Other payables to affiliates                  (44,173)        19,856
   Other liabilities                             110,256        175,788

Net cash provided by operating activities        254,198        393,890

Cash flows from investing activities:
 Finance receivables:
  Principal collected                          3,692,815      3,208,816
  Receivables originated or purchased         (4,059,635)    (3,532,603)
 Proceeds from sales of securities                92,857         74,477
 Proceeds from maturities of securities           95,464         93,770
 Purchases of securities                        (230,212)      (218,911)
 Net additions to property and equipment         (57,238)       (41,715)
 Net decrease (increase) in notes receivable -
  affiliates, net of effect of
  contributed subsidiaries                        55,886       (226,793)
 Cash and cash equivalents of contributed
  subsidiaries received                            1,002            503
 Other                                           117,943         62,641

Net cash used by investing activities           (291,118)      (579,815)

Cash flows from financing activities:
 Net increase (decrease) in loans
  payable - short term                          (218,491)        218,208
 Proceeds from issuance of
  senior long-term debt                          701,834         216,451
 Repayment of long-term debt:
  Senior                                        (358,190)      (159,891)
  Subordinated                                                   (2,000)
 Dividends paid                                 (100,000)

Net cash provided by financing activities         25,153        272,768

Net increase (decrease) in cash and
  cash equivalents                               (11,767)        86,843

Cash and cash equivalents beginning of period    139,184         94,600

Cash and cash equivalents end of period         $127,417     $  181,443

</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 (Loss)

                                                                        Unrealized Gains
                                                                          (Losses) on
                                     Additional                Foreign     Securities
                              Common  Paid In    Retained     Currency     Available-
                              Stock   Capital    Earnings    Translation    for-Sale      Total
<S>                           <C>     <C>       <C>          <C>            <C>        <C>

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

Comprehensive income:
  Net income                                       122,996                                 122,996
  Other                                                         (1,711)        5,377         3,666

Contributed subsidiaries                 4,028       6,348                                  10,376

Balance, June 30, 1998        $3,855  $189,438  $1,296,762    $(10,468)     $ 21,241    $1,500,828


Balance, December 31, 1998    $3,855  $189,438  $1,362,370    $(13,530)     $ 23,080    $1,565,213

Comprehensive income:
  Net income                                       131,427                                 131,427
  Other                                                          2,982       (17,477)      (14,495)

Contributed subsidiaries                 7,259          12                                   7,271

Dividends                                         (100,000)                               (100,000)

Balance, June 30, 1999        $3,855  $196,697  $1,393,809    $(10,548)     $  5,603    $1,589,416


</TABLE>


See accompanying notes to consolidated financial statements.


<PAGE> 8

                         NORWEST FINANCIAL, INC.
         Notes to Consolidated Financial Statements(Unaudited)

The accompanying unaudited consolidated financial statements
and notes have been prepared in accordance with the accounting
policies set forth in Norwest Financial, Inc.'s 1998 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.
The results of operations for interim periods are not necessarily
indicative of the results to be expected for the entire year.

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 Wells Fargo
& Company ("Wells Fargo").

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 $939 million of consolidated
stockholder's equity was unrestricted at June 30, 1999.

3.   Other Income.

Income from affiliates was $11.5 million and $17.7 million
for the quarters ended June 30, 1999 and 1998, respectively,
and $23.6 million and $32.5 million for the six months ended
June 30, 1999 and 1998, respectively.

Interest and dividends from securities available-for-sale
and cash equivalents were $18.7 million and $18.3 million
for the quarters ended June 30, 1999 and 1998, respectively,
and $37.3 million and $36.1 million for the six months ended
June 30, 1999 and 1998, respectively.

4.   Reclassifications.

Certain amounts in the 1998 financial statements have been
reclassified to conform to the presentation used in the 1999
financial statements.


<PAGE> 9


                        NORWEST FINANCIAL, INC.
        Notes to Consolidated Financial Statements (Unaudited)


5.   Finance Receivables.

Finance receivables are as follows:

<TABLE>
<CAPTION>
                                        June 30,     December 31,

(In Thousands)                            1999           1998
<S>                                    <C>            <C>
United States consumer finance:
 Loans secured by real estate          $2,080,778     $1,889,410
 Loans not secured by real estate       1,136,422      1,124,381

  Total loans                           3,217,200      3,013,791

 Sales finance contracts                1,144,840      1,191,675
 Credit cards                             489,888        489,131

  Total United States consumer finance  4,851,928      4,694,597

Canadian consumer finance:
 Loans secured by real estate              79,092         71,011
 Loans not secured by real estate         414,888        390,612

  Total loans                             493,980        461,623

 Sales finance contracts                  451,149        474,924
 Credit cards                              10,552          7,608

  Total Canadian consumer finance         955,681        944,155

Automobile finance                      2,084,717      2,022,813

Other                                     634,514        608,662

  Total finance receivables            $8,526,840     $8,270,227


</TABLE>



<PAGE> 10

                        NORWEST FINANCIAL, INC.
         Notes to Consolidated Financial Statements (Unaudited)


6.   Allowance for Credit Losses.

<TABLE>
<CAPTION>

The analysis of the allowance for credit losses is as follows:

                                Quarter Ended June 30,    Six Months Ended June 30,

(In Thousands)                    1999        1998          1999           1998
<S>                             <C>         <C>           <C>            <C>
Allowance for credit losses
 beginning of period            $357,213    $305,343      $350,984       $297,800

Provision for credit losses
 charged to expense               58,801      63,304       126,883        130,480

Write-offs                       (71,695)    (74,142)     (147,796)      (153,034)

Recoveries                        12,995      12,471        27,243         25,103

Allowance related to receivables
 contributed or acquired                      25,199                       31,826

Allowance for credit losses
 end of period                   $357,314   $332,175      $357,314       $332,175


</TABLE>


7.   Statements of Consolidated Cash Flows.

The Company and its subsidiaries consider highly liquid debt instruments
purchased with an original maturity of three months or less to be cash
equivalents.  Supplemental disclosure of certain cash flow information
is presented below:

                        Quarter Ended June 30,      Six Months Ended June 30,

(In Thousands)            1999          1998          1999            1998

Cash paid for:
 Interest               $138,295      $119,125      $254,479        $228,624
 Income taxes             60,135        49,156       133,275          47,189




<PAGE> 11


                         NORWEST FINANCIAL, INC.
         Notes to Consolidated Financial Statements (Unaudited)

8.   Segment Information.
<TABLE>
<CAPTION>

The Company has three reportable segments: U.S. consumer finance, Canadian consumer finance, and automobile finance.  The Company's
operating segments are determined by product type and geography.  U.S. consumer finance operations make loans to individuals and
purchase sales finance contracts through 761 consumer finance branches in 46 states, Guam, Saipan, and Puerto Rico.  The U.S.
consumer finance segment also issues credit cards through two banking subsidiaries.  Canadian consumer finance operations make
loans to individuals and purchase sales finance contracts through 148 consumer finance branches in the 10 provinces.  Automobile
finance operations specialize in purchasing sales finance contracts directly from automobile dealers and making loans secured by
automobiles through 217 branches in 32 states and Puerto Rico.  Results from insurance operations are included in the appropriate
segment.

Selected financial information for each segment is shown below:


(In Thousands)
                         U.S.             Canadian
                       Consumer           Consumer        Automobile
                       Finance            Finance           Finance            Other*           Eliminations            Total
Quarter Ended
  June 30,:          1999     1998      1999     1998     1999     1998     1999     1998      1999      1998      1999       1998

<S>                <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>       <C>       <C>        <C>
Finance charges and
  interest         $225,704 $220,226 $ 59,253 $ 52,338 $ 95,661 $ 74,134 $ 21,628 $ 18,847 $         $         $  402,246 $  365,545
Intersegment income                                                        11,542   12,538  (11,542)  (12,538)
Total income        284,281  288,411   66,660   57,755   99,967   78,005  142,557  161,014  (11,542)  (12,538)    581,923    572,647
Net income           34,944   41,792    8,996    5,747   14,038    5,432   13,686   11,335                         71,664     64,306


Six Months Ended June 30,:

Finance charges and
  interest          450,275  446,382  116,564   91,196  191,229  147,739   43,338   36,691                        801,406    722,008
Intersegment income                                                        22,939   25,211   (22,939)  (25,211)
Total income        566,858  575,809  129,592  101,348  199,988  155,395  194,019  212,457   (22,939)  (25,211) 1,067,518  1,019,798
Net income           69,993   73,360   16,522   12,165   25,589   11,383   19,323   26,088                        131,427    122,996


* Information from other segments below the quantitative threshold are attributable to commercial finance operations, information
  services operations, miscellaneous insurance companies, collection services, and operations in Argentina.

</TABLE>

<PAGE>12

                        NORWEST FINANCIAL, INC.
         Notes to Consolidated Financial Statements (Unaudited)


9.   Business Combinations.

Effective January 1, 1999, the Parent made a capital contribution, without
consideration, to the Company of the issued and outstanding shares of capital
stock of Aman Collection Service, Inc. and Aman Collection Service 1, Inc.
(collectively referred to as "Aman").  This capital contribution was
accounted for as a merger of interests under common control.  Aman's
headquarters are in Aberdeen, South Dakota and its principal business is
collection services.

Effective January 21, 1999, the Parent made a capital contribution, without
consideration, to the Company of the assets (along with and subject to the
liabilities) and other related leasehold or property interests or rights
formerly held by Mid-Penn Consumer Discount Company ("Mid-Penn").
Immediately preceding the capital contribution, Mid-Penn had merged with
and into the Parent, and the Parent was the surviving corporation.  This
capital contribution was accounted for as a merger of interests under common
control.  Mid-Penn's headquarters were in Philadelphia, Pennsylvania and its
principal business was consumer finance.  Mid-Penn had finance receivables
outstanding of $10 million at the time of the merger into the Parent.


<PAGE> 13

                         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.

Norwest Financial's performance for the second quarter of 1999 closely
paralleled performance for the first six months of 1999.  The discussion
and analysis that follows, therefore, is limited to a discussion of the
first six months as a whole and does not include a separate discussion
of the second quarter unless otherwise noted.

Norwest Financial's total income (revenue) increased 5% for the first six
months ($1,067.5 million in the first six months of 1999 compared with
$1,019.8 million in the first six months of 1998).

Income from finance charges and interest increased 11% for the first six
months ($801.4 million in the first six months of 1999 compared with $722.0
million in the first six months of 1998).  Changes in income from finance
charges and interest result predominantly 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 six months of 1999 increased 16% from the first six months of 1998;
average U.S. consumer finance receivables outstanding increased 5%, average
Canadian consumer finance receivables outstanding increased 30%, average
automobile finance receivables outstanding increased 41%, and average other
finance receivables outstanding increased 21%.

                                            Six Months Ended June 30,

Rate of charge on finance receivables:         1999           1998

 U.S. consumer finance                        19.04%         19.83%
 Canadian consumer finance                    24.84          25.34
 Automobile finance                           18.76          20.46
 Other                                        14.23          14.47
  Total                                       19.27          20.13



<PAGE> 14

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


The increases in income from finance charges and interest was due
predominantly to growth in average receivables outstanding.  This was offset
in part by the decline in the rate of charge.  Growth in average receivables
for all categories was due predominantly to various acquisitions combined
with regular business activity.  Substantially all of the increase in
Canadian consumer finance average receivables was due to the acquisition of
T. Eaton Acceptance Co. Limited and National Retail Credit Services Limited,
effective April 21, 1998.  Substantially all of the increase in automobile
finance average receivables was due to the capital contribution by the Parent
to the Company, of the issued and outstanding shares of capital stock of
Reliable Financial Services, Inc., effective June 30, 1998, along with the
acquisition of automobile sales finance contracts from Sunstar Acceptance
Corporation, a division of NationsBank, in October 1998.  Most of the
increase in other average receivables was due to significant receivable
growth of Norwest Financial Preferred Capital, Inc., a subsidiary of the
Company which began rediscounting to commercial entities in 1997.  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 decreased 17% ($154.3 million in the
first six months of 1999 compared with $186.3 million in the first six
months of 1998.) Insurance losses and loss expenses decreased 21% ($105.6
million in the first six months of 1999 compared with $133.3 million in the
first six months of 1998.)  The decreases were predominantly due to decreases
in insurance premiums and commissions and insurance losses and loss expenses
on multiple peril crop insurance.

Other income increased less than 1% ($111.8 million in the first six months
of 1999 compared with $111.5 million in the first six months of 1998).

Operating expenses increased 14% ($379.5 million in the first six months of
1999 compared with $332.2 million in the first six months of 1998).  The
increase was due primarily to increases in employee compensation and benefits
and other costs relating to business expansion, including various
acquisitions during 1998.

Interest and debt expense increased 7% ($250.6 million in the first six
months of 1999 compared with $234.1 million in the first six months of 1998).
Changes in interest and debt expense result predominantly 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 six
months of 1999 increased 10% from the first six months of 1998.

                                   Six Months Ended June 30,

Costs of funds:                        1999        1998

     Short-term                        5.07%       5.64%
     Long-term                         6.59        6.76
     Total                             6.09        6.45


<PAGE> 15

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


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 10% from the first six months of 1998.

Provision for credit losses decreased 3% ($126.9 million in the first six
months of 1999 compared with $130.5 million in the first six months of 1998).
Net write-offs decreased 6% in the first six months of 1999.


                                         Six Months Ended June 30,

Net write-offs, not annualized, as a
 percentage of average net receivables
 outstanding:                                1999          1998

     U.S. consumer finance                   1.18%         1.55%
     Canadian consumer finance               2.15          2.02
     Automobile finance                      1.84          2.94
     Other                                   1.14           .27
      Total                                  1.45          1.78

During 1999, the provision for credit losses exceeded net write-offs by
$6.3 million.  At June 30, 1999, the Company had an allowance for credit
losses of $357.3 million (4.19% of receivables) compared with $351.0 million
(4.24% of receivables) at December 31, 1998.  There were no material
changes in estimation methods and assumptions during 1999 and 1998.
Non-accrual automobile and other receivables were $41.3 million at June 30,
1999 compared with $32.5 million at December 31, 1998.  In addition, finance
receivables outstanding which were more than three payments contractually
delinquent and which were still accruing interest were $99.8 million at
June 30, 1999 compared with $123.7 million at December 31, 1998.  Management
believes the allowance for credit losses at June 30, 1999, is adequate to
absorb probable losses on existing receivables in the finance receivables
portfolio.

Income taxes increased 10% ($73.5 million in the first six months of 1999
compared with $66.7 million in the first six months of 1998).  Income before
income taxes increased 8% ($204.9 million in the first six months of 1999
compared with $189.7 million in the first six months of 1998.)  The effective
tax rate was 35.9% for the first six months of 1999 compared with 35.2% for
the first six months of 1998.

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 June 30, 1999, lines of credit and revolving
credit agreements totaling $1,817 million were being maintained at 31
domestic and international banks; the entire amount was available on that
date.  Additionally, the Company's bank subsidiaries, Dial Bank and Dial
National Bank, have access to federal funds borrowings.  At June 30,
1999, federal funds availability at the two banks was $379 million.

The Company and a Canadian subsidiary obtain long-term debt capital primarily
from the issuance of debt securities to the public through underwriters on a
firm-commitment basis and the issuance of debt securities to institutional
investors.  The Company and a Canadian subsidiary also obtain long-term debt
from the issuance of medium-term notes (which 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> 16

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


During 1998 and 1999, Norwest Financial 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 hardware, networks, system and application software, and
commercial "off the shelf" software, 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 intended to determine which systems must be remediated and which
systems are compliant and require testing only, determination of the
resources and costs, and the development of schedules and high level testing
plans and schedules for the repair, replacement and/or retirement of systems
that are determined not to be compliant.  Phase III requires repair,
replacement and/or retirement of systems that are determined not to be
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 and contingency planning.

Norwest Financial may be affected 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 certain customers, borrowers, vendors, business partners, counterparties
and governmental entities and the testing of major external interfaces with
third parties which Norwest Financial has determined are critical.  Norwest
Financial is primarily engaged in the consumer and automobile finance
business.  The average balance outstanding with any individual customer is
not significant.  As a result Norwest Financial does not plan to test the
Year 2000 compliance of any borrowers.  Norwest Financial has tested
mainframe and mid-range software applications included in the company's
systems.  Norwest Financial is testing the Year 2000 compliance of its
mission critical vendors.  In addition, Norwest Financial is obtaining
representations and warranties of the Year 2000 compliance of its major
vendors.  In addition to assessing the readiness of these external
parties, Norwest Financial has developed contingency plans which 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 have been substantially completed.  The contingency plans
have been validated and subject to review by a qualified independent party.
Specific plans for the turn of the century event, December 31, 1999 through
January 3, 2000 will be completed and tested during the third quarter of
1999.  The Company has used independent verification and validation
processes in determining its Year 2000 compliance.  The Company did not rely
on automated tools for verification and validation.

Norwest Financial has substantially completed Phases I, II, III and IV of
its Year 2000 project, and believes all mission critical functions are Year
2000 compliant.  In the area of embedded technology, or non-information
technology systems, Norwest Financial has completed Phases I, II, III,
and IV of the Year 2000 project.  The Company believes all mission critical
embedded technology is Year 2000 compliant.

<PAGE> 17

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


Through June 30, 1999, Norwest Financial has incurred charges of $5.0 million
related to its Year 2000 project.  This represents less than 10% of its
information technology budget.  Charges include $3.4 million related to the
cost of internal staff redeployed to the Year 2000 project, as well as $.5
million for external consulting costs and $1.1 million for costs of
accelerated replacement of hardware and software due to Year 2000 issues.
Norwest Financial currently estimates that its total cost for the Year 2000
project will be $5.4 million.  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, including Year 2000 costs, will be
achieved, and actual results could differ materially from those estimates.

A number of important factors could cause management's estimates 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.

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.
Failure of certain vendors to be Year 2000 compliant could result in
disruption of important services upon which Norwest Financial depends,
including, but not limited to, such services as telecommunications,
electrical power and data processing.  The failure of loan customers to
properly prepare for the Year 2000 could also result in increases in problem
loans and credit losses in future years.  Notwithstanding Norwest Financial's
efforts, there can be no assurance that Norwest Financial or significant
third party vendors or other significant third parties will adequately
address their Year 2000 issues.  Norwest Financial is continuing to assess
the Year 2000 readiness of third parties but does not know at this time
whether the failure of third parties to be Year 2000 compliant will have a
material effect on results of operations, liquidity and financial condition.

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> 18


                       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:

   Six Months Ended                Years Ended December 31,
     June 30, 1999          1998    1997     1996    1995    1994

        1.80                1.72    2.00     2.11    2.13    2.26


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,
               1998, 1997, 1996, 1995 and 1994 and the six
               months ended June 30, 1999.

(b)  Reports on 8-K

One report on Form 8-K/A was filed during the quarter for which this report
is filed.  Accordingly, the following information is furnished.

Norwest Financial, Inc. ("NFI") previously filed a Current Report on Form 8-K
dated March 5, 1999 to report, pursuant to Item 4 (Change in Registrant's
Certifying Accountant), that the Board of Directors of NFI dismissed
Deloitte & Touche LLP (subject to the completion of NFI's and related
entities' audits for the year ended December 31, 1998) and approved the
selection of KPMG LLP as NFI's independent accountants for the year ending
December 31, 1999.  Such Form 8-K Current Report also placed on file a copy
of the March 5, 1999 letter of Deloitte & Touche LLP to the Securities and
Exchange Commission pursuant to Item 304(a)(3) of Regulation S-K.  NFI's
audit for the year ended December 31, 1998 was subsequently completed by
Deloitte & Touche LLP.  A Current Report on Form 8-K/A was filed (i) to
update the disclosures required by Item 304 of Regulation S-K (as set forth
in the previously filed Form 8-K Current Report) through the completion of
the 1998 audit, and (ii) to place on file a copy of the May 21, 1999 letter
of Deloitte & Touche LLP to the Securities and Exchange Commission pursuant
to Item 304(a)(3) of Regulation S-K.


<PAGE> 19

                           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:  August 6, 1999

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