EXHIBIT 4.2

               FIRST AMENDMENT TO CREDIT AGREEMENT

    This Amendment is made as of this 14th day of March, 1996, by
and  among  INTER-REGIONAL  FINANCIAL  GROUP,  INC.,  a  Delaware
corporation (the  "Borrower"), the  financial  institutions  that
have executed  this Amendment  (the  "Banks")  and  Norwest  Bank
Minnesota, National  Association, a national banking association,
as agent for the Banks (the "Agent").

    The Borrower,  the Banks  and the  Agent have  entered into a
Credit  Agreement   dated  as  of  June  29,  1995  (the  "Credit
Agreement").   The Banks  have agreed, severally but not jointly,
to make  loans to  the Borrower  on the  terms and conditions set
forth in the Credit Agreement.

    Loans made  by the  Banks  under  the  Credit  Agreement  are
evidenced by  promissory notes dated as of June 29, 1995 executed
by the  Borrower in  favor of  each Bank  (each, a  "Note").  The
Notes mature on June 30, 1997.

    The Borrower has requested that the Banks and the Agent amend
certain provisions of the Credit Agreement, and the Banks and the
Agent are  willing to  do so pursuant to the terms and conditions
set forth in this Agreement.

    ACCORDINGLY, the parties hereto hereby agree as follows:

    1.  Terms used  in this  Amendment which  are defined  in the
Credit Agreement shall have the same meanings as defined therein,
unless otherwise defined herein.

    2.  Section 6.3(c) of  the Credit Agreement is hereby amended
by deleting  existing  Section 6.3(c)  in  its  entirety  and  by
substituting therefor the following new Section 6.3(c):

    "(c)  in addition  to any  guaranties set forth in Exhibit E,
guaranties by the Borrower of indebtedness (including capitalized
lease obligations)  and  operating  leases  of  the  Subsidiaries
(other than  the  guaranties  permitted  by  Sections 6.3(d)  and
6.3(e)); provided  that the sum of the aggregate principal amount
of indebtedness  guaranteed plus  the  aggregate  amount  of  all
payments   under   operating   leases   guaranteed   under   this
clause shall not exceed $6,000,000;"

    3.  Except as  explicitly amended  by this  Amendment, all of
the terms  and conditions of the Credit Agreement shall remain in
full force and effect.

    4.  The Borrower  hereby represents and warrants to the Banks
as follows:

(a) The Borrower has all requisite power and authority to execute
this Amendment  and to  perform all of its obligations hereunder,
and this  Amendment has  been duly  executed and delivered by the
Borrower and  constitutes the legal, valid and binding obligation
of the Borrower, enforceable in accordance with its terms.

(b) The execution,  delivery and  performance by  the Borrower of
this  Amendment  have  been  duly  authorized  by  all  necessary
corporate action  and  do  not  (i)  require  any  authorization,
consent or  approval by  any governmental department, commission,
board, bureau,  agency or  instrumentality, domestic  or foreign,
(ii) violate  any provision  of any law, rule or regulation or of
any order, writ, injunction or decree presently in effect, having
applicability to  the Borrower,  or the articles of incorporation
or by-laws  of the  Borrower, or  (iii) result  in a breach of or
constitute a  default under  any  indenture  or  loan  or  credit
agreement or  any other  agreement, lease  or instrument to which
the Borrower  is a  party or by which it or its properties may be
bound or affected.

(c) All  of  the  representations  and  warranties  contained  in
Article IV  of the  Credit Agreement are correct on and as of the
date hereof  as though made on and as of such date, except to the
extent that  such representations and warranties relate solely to
an earlier date.

    5.  All  references   in  the   Credit  Agreement   to  "this
Agreement" shall  be deemed  to refer  to the Credit Agreement as
amended hereby;  and any and all references in the Loan Documents
shall be  deemed to  refer to  the Credit  Agreement  as  amended
hereby.

    6.  The execution  of this  Amendment and  acceptance of  any
documents related  hereto shall  not be  deemed to be a waiver of
any Default  or Event  of Default  under the Credit Agreement, or
breach, default  or event  of default  under any Loan Document or
other document  held by  the Agent,  whether or  not known to the
Agent and whether or not existing on the date of this Amendment.

    7.  The  Borrower   hereby  absolutely   and  unconditionally
releases and  forever discharges the Agent and the Banks, and any
and   all    participants,   parent    corporations,   subsidiary
corporations,  affiliated  corporations,  insurers,  indemnitors,
successors and  assigns thereof, together with all of the present
and former  directors, officers,  agents and  employees of any of
the foregoing,  from any  and all  claims, demands  or causes  of
action of any kind, nature or description, whether arising in law
or equity  or upon contract or tort or under any state or federal
law or otherwise, which the Borrower has had, now has or has made
claim to  have against  any such  person for  or by reason of any
act, omission,  matter, cause or thing whatsoever relating to the
Credit Agreement  and the  other Loan  Documents arising from the
beginning of  time to  and including  the date of this Amendment,
whether such  claims, demands and causes of action are matured or
unmatured or known or unknown.

    8.  The Borrower  hereby reaffirms  its agreement  under  the
Credit Agreement  to pay or reimburse the Agent on demand for all
costs and  expenses incurred  by the Agent in connection with the
Loan Documents  and all  other  documents  contemplated  thereby,
including   without    limitation   all   reasonable   fees   and
disbursements of  legal counsel.  Without limiting the generality
of the  foregoing, the  Borrower specifically  agrees to  pay all
fees and  disbursements of  counsel to the Agent for the services
performed by  such counsel  in connection with the preparation of
this Amendment  and  the  documents  and  instruments  incidental
hereto.

    9.  This  Amendment   may  be   executed  in  any  number  of
counterparts, each  of which when so executed and delivered shall
be deemed  an original  and  all  of  which  counterparts,  taken
together, shall constitute one and the same instrument.

    IN WITNESS  WHEREOF, the  parties  hereto  have  caused  this
Amendment to  be executed  by their respective officers thereunto
duly authorized, as of the date first above written.


INTER-REGIONAL FINANCIAL GROUP, INC.

By   Louis C. Fornetti
     ------------------------------------
     Louis C. Fornetti

Its  EVP and CFO

NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, as agent

By   Edward Meyer, Jr.
     ------------------------------------
Its  Vice President

NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION

By   Edward Meyer, Jr.
     ------------------------------------
     Edward Meyer, Jr.

Its  Vice President

FIRST BANK NATIONAL ASSOCIATION

By   Jose Peris
     ------------------------------------
     Jose Peris

Its  Vice President