UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

[ x ]    Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2004

OR

[   ]       Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _______ to _______

COMMISSION FILE NUMBER 000-49733

First Interstate BancSystem, Inc.

Registrant’s telephone number, including area code: 406/255-5390

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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [   ] No [X]

The registrant had 7,895,954 shares of common stock outstanding on June 30, 2004.

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

Quarterly Report on Form 10-Q

2

FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

See accompanying notes to unaudited consolidated financial statements.

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

See accompanying notes to unaudited consolidated financial statements.

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

See accompanying notes to unaudited consolidated financial statements.

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
(Dollars in thousands)
(Unaudited)

See accompanying notes to unaudited consolidated financial statements.

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

(1)		Basis of Presentation
		In the opinion of management, the accompanying unaudited consolidated financial statements of First Interstate BancSystem, Inc. and subsidiaries (the “Company”) contain all adjustments (all of which are of a normal recurring nature) necessary to present fairly the financial position of the Company at June 30, 2004 and the results of operations and cash flows for each of the three and six-month periods ended June 30, 2004 and 2003, in conformity with accounting principles generally accepted in the United States of America. The balance sheet information at December 31, 2003 is derived from audited consolidated financial statements, however, certain reclassifications, none of which were material, have been made to conform to the June 30, 2004 presentation.
		These statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003. Operating results for the three and six months ended June 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004.
(2)		Stock-Based Compensation
		Restricted Stock Award Plan. On March 25, 2004, the Company’s Board of Directors approved the 2004 Restricted Stock Award Plan (the “Restricted Stock Plan”). Under the Restricted Stock Plan, Company common stock may be issued at the discretion of the Company’s Board of Directors to certain officers and directors of the Company for no consideration as compensation for services. Shares issued under the Restricted Stock Plan are subject to terms and conditions determined by the Board at the date of issuance. On April 1, 2004, the Company issued 9,000 shares of nonvested restricted stock (“Restricted Shares”). The Restricted Shares become fully vested if the Company achieves defined performance goals for the year ending December 31, 2006 and the recipient is employed by the Company on April 1, 2007. During the vesting period, the participants have voting rights and receive dividends.
		Stock issued under the Restricted Stock Plan is subject to a shareholder’s agreement granting the Company the right of first refusal to repurchase vested shares and providing the Company a right to call some or all of the vested shares under certain circumstances. As of June 30, 2004, the Company had 16,000 additional shares available for issuance under the Restricted Stock Plan.
		Stock Option Plans. The Company has two nonqualified stock option plans, the 2001 Stock Option Plan (the “New Stock Option Plan”) and the Stock Option and Stock Appreciation Rights Plan (the “Old Option Plan”). Stock options and stock appreciation rights (“SARs”) awards are granted to certain officers and directors of the Company at the discretion of the Company’s Board of Directors. During 2004, all awards outstanding under the Old Option Plan were exercised or cancelled.
		Under the New Stock Option Plan, all options granted have an exercise price equal to fair value at the date of grant, may be subject to vesting as determined by the Compensation Committee of the Company’s Board of Directors and can be exercised for periods of up to ten years from the date of grant. Stock issued upon exercise of options is subject to a shareholder’s agreement prohibiting transfer of the stock for a period of six months following the exercise. In addition, the shareholder’s agreement grants the Company a right of first refusal to repurchase the stock and provides the Company the right to call some or all of the stock under certain conditions.
		Accounting for Stock-Based Compensation Plans. The Company accounts for its stock-based employee compensation plans in accordance with Accounting Principles Board Opinion No. 25 (“APB No. 25”), “Accounting for Stock Issued to Employees.” Under APB No. 25, the Company measures compensation cost for stock-based employee compensation plans based on the intrinsic value of the award at the date of grant. Intrinsic value is the excess of the fair value of the underlying stock over the amount an employee must pay to acquire the stock. Options awarded prior to September 2001 and all restricted stock awards are accounted for under variable plan accounting whereby compensation expense or benefit is recorded each period from the date of grant to the measurement date based on the fair value of the Company’s common stock at the end of the period. Option awards subsequent to August 2001 are accounted for under fixed plan accounting. Under fixed plan accounting, the Company does not recognize compensation expense if the exercise price of the option is equal to the fair value of the common stock at date of grant.

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements
(Dollars in thousands, except share and per share data)

The following table illustrates the effect on net income and earnings per share if compensation expense had been determined for fixed plan stock option awards based on an estimate of fair value of the option at the date of grant consistent with SFAS No. 123, “Accounting for Stock Based Compensation,” as amended.

		The fair value of options was estimated at the grant date using a Black-Scholes option pricing model, which requires the input of subjective assumptions. Because the Company’s common stock and stock options have characteristics significantly different from listed securities and traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, the existing models do not necessarily provide a reliable single measure of the fair value of stock options. The weighted average fair values of options granted during the six months ended June 30, 2004 and 2003 were $6.44 and $5.05, respectively. Weighted average assumptions used in the valuation model include risk-free interest rates of 4.74% and 4.01%; dividend yields of 3.05% and 2.95%; expected stock price volatility of 7.8% and 9.1% for the six months ended June 30, 2004 and 2003, respectively; and, expected lives of options of 8.5 years in 2004 and 2003.
(3)		Computation of Earnings per Share
		Basic earnings per common share (EPS) is calculated by dividing net income by the weighted average number of common shares outstanding during the period presented. Diluted earnings per common share is calculated by dividing net income by the weighted average number of common shares and potential common shares outstanding during the period.
		The following table sets forth the computation of basic and diluted earnings per share for the three and six- month periods ended June 30, 2004 and 2003.

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements
(Dollars in thousands, except share and per share data)

(4)		Commitments and Contingencies
		In the normal course of business, the Company is involved in various claims and litigation. In the opinion of management, following consultation with legal counsel, the ultimate liability or disposition thereof is not expected to have a material adverse effect on the consolidated financial condition, results of operations or liquidity of the Company.
		The Company had commitments to sell loans of $40,759 as of June 30, 2004.
		The Company had commitments under construction contracts of $2,924 as of June 30, 2004.
(5)		Financial Instruments with Off-Balance Sheet Risk
		The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of amounts recorded in the consolidated balance sheet. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained upon extension of credit or issuance of standby letters of credit is based on management’s credit evaluation of the customer. Collateral held varies but may include accounts receivable; inventory; property, plant and equipment; and, income-producing commercial properties.
		Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the commitment contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Generally, commitments to extend credit are subject to annual renewal. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. At June 30, 2004, commitments to extend credit to existing and new borrowers approximated $729,271, which included $142,877 on unused credit card lines and $187,920 with commitment maturities beyond one year.
		Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Most commitments extend for no more than two years and are generally subject to annual renewal. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loan facilities to customers. At June 30, 2004, the Company had outstanding standby letters of credit of $68,178. The estimated fair value of the obligation undertaken by the Company in issuing the standby letters of credit is included in accrued expenses in the Company’s consolidated balance sheet.
		First Interstate BancSystem, Inc. (the “Parent Company”) and the Billings office of First Interstate Bank (“FIB”) are the anchor tenants in a building owned by a partnership in which FIB is one of the two partners, and has a 50% partnership interest. The investment in the partnership is accounted for using the equity method. At June 30, 2004, the partnership had indebtedness of $6,600, which is full recourse to the partners.
(6)		Business Line Reporting
		The Company is managed along two primary business lines, community banking and technology services. The community banking line encompasses consumer and commercial banking services provided to individual customers, businesses and municipalities. These services primarily include the acceptance of deposits, extensions of credit, fee-based investment services and mortgage loan servicing. The technology services line encompasses technology services provided to affiliated and non-affiliated financial institutions including core application data processing, ATM processing support, item proof and capture services, wide area network services and system support.
		Included in the other category is the net funding cost and other expenses of the Parent Company, the operational results of non-bank subsidiaries (except the technology services business line), compensation expense or benefit related to certain stock-based employee compensation plans and intercompany eliminations.

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements
(Dollars in thousands, except share and per share data)

Selected business line information for the three and six-month periods ended June 30, 2004 and 2003 follows:

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FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements
(Dollars in thousands, except share and per share data)

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Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following discussion should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, including the audited financial statements contained therein, filed with the Securities and Exchange Commission.

FORWARD LOOKING STATEMENTS

     Certain statements contained in this document including, without limitation, statements containing the words “believes,” “anticipates,” “expects,” and words of similar import, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, general economic and business conditions in those areas in which the Company operates; demographic changes; competition; fluctuations in interest rates; changes in business strategy or development plans; changes in governmental regulation; credit quality; and, the availability of capital to fund expansion of the Company’s business, and other factors identified under the caption “Risk Factors” in Part I, Item 1, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003. Given these uncertainties, holders of the Company’s securities and prospective investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

OVERVIEW

     The Company reported net income of $12.6 million, or $1.58 per diluted share, for the three months ended June 30, 2004 as compared to $10.2 million, or $1.30 per diluted share, for the same period in 2003. Net income for the six months ended June 30, 2004 of $22.3 million, or $2.80 per diluted share, increased $3.2 million, or 16.9%, from $19.1 million, or $2.42 per diluted share, for the same period in 2003.

RESULTS OF OPERATIONS

     Net Interest Income. Net interest income, the Company’s largest source of operating income, is derived from interest and fees received on interest earning assets, less interest expense incurred on interest bearing liabilities. The most significant impact on the Company’s net interest income between periods is derived from the interaction of changes in the volume of and rates earned or paid on interest earning assets and interest bearing liabilities (“spread”). The volume of loans, investment securities and other interest earning assets, compared to the volume of interest bearing deposits and indebtedness, combined with the spread, produces changes in the net interest income between periods. Net interest income, on a fully taxable equivalent (“FTE”) basis, increased $1.4 million, or 4.0%, to $37.8 million for the three months ended June 30, 2004, as compared to $36.4 million for the same period in 2003. For the six-month period ended June 30, 2004, FTE net interest income of $75.1 million increased $5.2 million, or 7.4%, as compared to $69.9 million for the same period in 2003. Quarter-to-date and year-to-date increases are primarily the result of internal loan and deposit growth. The FTE net interest margin ratio decreased 16 basis points to 4.36% for the three months ended June 30, 2004 as compared to 4.52% for the same period in 2003 and decreased 5 basis points to 4.38% for the six months ended June 30, 2004 as compared to 4.43% for the same period in 2003. Declines in FTE net interest margin are the result of compression in the spread between rates earned on interest earning assets and rates paid on interest bearing liabilities.

     Noninterest Income. The Company’s principal sources of noninterest income include other service charges, commissions and fees; service charges on deposit accounts; technology services revenues; and, income from fiduciary activities, comprised principally of fees earned on trust assets. Noninterest income decreased $1.2 million, or 6.4%, to $17.3 million for the three months ended June 30, 2004 as compared to $18.4 million for the same period in 2003 and $2.3 million, or 6.5%, to $33.9 million for the six months ended June 30, 2004 as compared to $36.2 million for the same period in 2003. Significant components of the decrease are discussed below.

     Other service charges, commissions and fees primarily include origination and processing fees on residential real estate loans held for sale; mortgage loan servicing fee income; gains on loans sold; credit card fee income; brokerage revenues; debit card interchange fee income; and, ATM service charge revenues. Other service charges, commissions and

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fees decreased $1.5 million, or 17.0%, to $7.3 million for the three months ended June 30, 2004 as compared to $8.8 million for the same period in 2003 and $2.7 million, or 16.9%, to $13.5 million for the six months ended June 30, 2004 as compared to $16.3 million for the same period in 2003. Revenues from the origination and sale of residential real estate loans decreased $2.3 million and $4.6 million during the three and six months ended June 30, 2004, respectively, as compared to the same periods in the prior year primarily due to a decline in loan originations. These decreases were partially offset by increases in credit card interchange fees, revenues from brokerage activities and mortgage loan servicing revenues.

     Service charges on deposit accounts increased $700 thousand, or 16.3%, to $5.0 million for the three months ended June 30, 2004 as compared to $4.3 million for the same period in 2003 and $1.5 million, or 18.5%, to $9.7 million for the six months ended June 30, 2004 as compared to $8.2 million for the same period in 2003. Quarter-to-date and year-to-date increases are primarily due to increases in service fee rates for check processing, account overdraft processing and stopping check payments that became effective during the second and third quarters of 2003 and the implementation of an automated overdraft processing system during the first quarter of 2004.

     Technology services revenues increased $397 thousand, or 14.2%, to $3.2 million for the three months ended June 30, 2004 as compared to $2.8 million for the same period in 2003 and $634 thousand, or 11.3% to $6.2 million for the six months ended June 30, 2004 as compared to $5.6 million for the same period in 2003. Quarter-to-date and year-to-date increases are primarily due to higher ATM transaction volumes and increases in the number of customers using the Company’s item processing services.

     Revenues from fiduciary activities are largely dependent on the fair value of assets under trust management. Revenues from fiduciary activities increased $138 thousand, or 10.6%, to $1.4 million for the three months ended June 30, 2004 as compared to $1.3 million for the same period in 2003 and $328 thousand, or 13.2%, to $2.8 million for the six months ended June 30, 2004 as compared to $2.5 million for the same period in 2003.

     The Company recorded net investment securities losses of $740 thousand for the three months ended June 30, 2004 as compared to net investment securities gains of $33 thousand for the same period in 2003. For the six months ended June 30, 2004, the Company recorded net investment securities losses of $710 thousand as compared to net investment securities gains of $1.5 million for the same period in 2003. Net investment securities gains and losses were primarily used to offset impairment charges and reversals related to capitalized mortgage servicing rights recorded during the same periods.

     Noninterest Expense. Noninterest expense decreased $3.2 million, or 9.0%, to $32.3 million for the three months ended June 30, 2004 as compared to $35.5 million for the same period in 2003 and $2.0 million, or 2.9% to $68.0 million for the six months ended June 30, 2004 as compared to $70.1 million for the same period in 2003. Significant components of the decrease are discussed below.

     Furniture and equipment expenses increased $334 thousand, or 9.8%, to $3.7 million for the three months ended June 30, 2004 as compared to $3.4 million for the same period in 2003 and $833 thousand, or 12.9%, to $7.3 million for the six months ended June 30, 2004 as compared to $6.4 million for the same period in 2003. Quarter-to-date and year-to-date increases are primarily due to depreciation expense associated with computer mainframe hardware and software placed into service during June 2003.

     Other expenses include advertising and public relation costs; legal, audit and other professional fees; office supply, postage, freight, telephone and travel expenses; other losses; and, amortization of and impairment charges or reversals related to capitalized mortgage servicing rights. Other expenses decreased $4.5 million, or 37.0%, to $7.6 million for the three months ended June 30, 2004 as compared to $12.1 million for the same period in 2003 primarily due to the recapture, or reversal, of prior period impairment related to capitalized mortgage servicing rights. During second quarter 2004, the Company recorded impairment reversals of $2.1 million as compared to impairment charges incurred of $335 thousand during the same period in 2003. Also contributing to the quarter-over-quarter decrease was the write-off of $1.9 million of debt issuance costs associated with trust preferred securities redeemed in April 2003.

     Other expenses decreased $4.8 million, or 20.8%, to $18.3 million for the six months ended June 30, 2004 as compared to $23.2 million for the same period in 2003 primarily due to fluctuations in impairment charges and reversals related to capitalized mortgage servicing rights. During the six months ended June 30, 2004, the Company recorded impairment reversals of $1.1 million as compared to impairment charges incurred of $2.7 million during the same period in 2003. In addition, amortization of capitalized mortgage servicing rights decreased $404 thousand during the six months ended June 30, 2004 as compared to the same period in 2003. Also contributing to the decrease was the write-off of debt issuance costs associated with trust preferred securities redeemed in April 2003. These decreases were partially offset by three non-recurring losses aggregating $446 thousand, increases in ATM expense and normal inflationary increases in other

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expenses occurring during the first half of 2004.

     Income Tax Expense. The Company’s effective combined federal and state income tax rate was 35.3% and 35.6% for the six months ended June 30, 2004 and 2003, respectively.

Business Line Results

     The following paragraphs contain a discussion of the financial performance of each of the Company’s reportable segments for the three and six months ended June 30, 2004 and 2003.

     Community Banking. Community banking net income increased $847 thousand, or 6.9%, to $13.1 million for the three months ended June 30, 2004 as compared to $12.2 million for the same period in 2003 and $1.9 million, or 8.6%, to $23.4 million for the six months ended June 30, 2004 as compared to $21.6 million for the same period in 2003. Significant components of the increases are discussed below.

     Net interest income increased $1.1 million, or 3.0%, to $37.8 million for the three months ended June 30, 2004 as compared to $36.7 million for the same period in 2003 and $4.2 million, or 6.0%, to $75.1 million for the six months ended June 30, 2004 as compared to $70.8 million for the same period in 2003. Quarter-to-date and year-to-date increases in net interest income primarily due to internal loan and deposit growth were partially offset by compression of the spread between rates earned on interest earning assets and rates paid in interest bearing liabilities.

     Noninterest income decreased $1.5 million, or 9.6%, to $14.1 million for the three months ended June 30, 2004 as compared to $15.6 million for the same period in 2003 and $3.0 million, or 9.8%, to $27.5 million for the six months ended June 30, 2004 as compared to $30.5 million for the same period in 2003. Quarter-to-date and year-to-date decreases were primarily the result of fluctuations in gains and losses on sales of investment securities and decreases in revenues from the origination, processing and sale of residential real estate loans. These decreases were partially offset by increases in credit card fees, brokerage and trust revenues and mortgage loan servicing revenue.

     Noninterest expense decreased $1.7 million, or 5.5%, to $29.1 million for the three months ended June 30, 2004 as compared to $30.8 million for the same period in 2003 and $1.5 million, or 2.3%, to $61.5 million for the six months ended June 30, 2004 as compared to $63.0 million for the same period in 2003. Quarter-to-date and year-to-date decreases are primarily due to fluctuations in impairment charges and reversals and lower amortization expense related to capitalized mortgage servicing rights. These decreases were partially offset by higher depreciation and inflationary increases in salaries, wages and benefits and other operating expenses.

     Technology Services. Technology services net income decreased $235 thousand, or 20.2%, to $931 thousand for the three months ended June 30, 2004 as compared to $1.2 million for the same period in 2003 and $532 thousand, or 22.3%, to $1.9 million for the six months ended June 30, 2004 as compared to $2.4 million for the same period in 2003 primarily due to higher depreciation related to computer mainframe hardware and software placed into service during June 2003 and increases in salaries, wages and benefits expenses.

     Other. Other net losses decreased $1.7 million, or 55.0%, to $1.4 million for the three months ended June 30, 2004 as compared to $3.1 million for the same period in 2003 and $1.9 million, or 38.7%, to $3.0 million for the six months ended            June 30, 2004 as compared to $4.9 million for the same period in 2003 primarily due to lower interest expense on a reissued subordinated debenture and the write-off of $1.9 million of debt issuance costs associated with trust preferred securities redeemed in April 2003. These decreases were partially offset by a non–recurring loss of $285 thousand occurring during the first quarter of 2004.

FINANCIAL CONDITION

     Loans. Total loans increased $105 million, or 4.1%, to $2,660 million as of June 30, 2004 from $2,555 million as of December 31, 2003 primarily due to internal growth in commercial and commercial real estate loans.

     Investment Securities. The Company’s investment portfolio is managed to attempt to obtain the highest yield while meeting the Company’s risk tolerance and liquidity needs and satisfying pledging requirements for deposits of state and political subdivisions and securities sold under repurchase agreements. Investment securities decreased $11 million, or 1.3%, to $789 million as of June 30, 2004 from $800 million as of December 31, 2003. The Company evaluates its investment portfolio quarterly for other-than-temporary declines in the market value of individual investment securities. This evaluation includes monitoring credit ratings; market, industry and corporate news; volatility in market prices; and, determining whether the market value of a security has been below its cost for an extended period of time.

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     The following table shows the gross unrealized losses and fair values of investment securities, aggregated by investment category, and the length of time individual investment securities have been in a continuous unrealized loss position, as of June 30, 2004.

     Premises and Equipment. Premises and equipment increased $5 million, or 4.5%, to $117 million as of June 30, 2004 from $112 million as of December 31, 2003 primarily due to continuing costs related to the construction of new branch banking offices and the remodel of existing branch banking offices.

     Mortgage Servicing Assets. Net mortgage servicing assets increased $3 million, or 17.9%, to $17 million as of June 30, 2004 from $14 million as of December 31, 2003 primarily due to internal loan origination and the reversal of impairment reserves.

     Deferred Tax Asset. Deferred tax asset increased $4 million, or 126.1%, to $8 million as of June 30, 2004 from $3 million as of December 31, 2003 primarily due to increases in net unrealized losses on available-for-sale investment securities.

     Deposits. Total deposits increased $72 million, or 2.3%, to $3,229 million as of June 30, 2004 from $3,157 million as of December 31, 2003 primarily due to internal growth in interest bearing demand and savings deposits.

     Repurchase Agreements. In addition to deposits, the Company uses repurchase agreements with primarily commercial depositors as an additional source of funds. All outstanding repurchase agreements are due in one day. Repurchase agreements increased $43 million, or 13.3%, to $366 million as of June 30, 2004 from $323 million as of December 31, 2003.

     Accounts Payable and Accrued Expenses. Accounts payable and accrued expenses increased $4 million, or 19.8%, to $23 million as of June 30, 2004 from $19 million as of December 31, 2003 primarily due to timing of corporate income tax payments.

ASSET QUALITY

     Non-performing Loans. Non-performing loans include loans past due 90 days or more and still accruing interest, non-accrual loans and restructured loans. Non-performing loans decreased $7 million, or 22.6%, to $24 million as of June 30, 2004 as compared to $31 million as of December 31, 2003 primarily due to the matured loans of one commercial borrower in the process of renewal at December 31, 2003 and the pay-off of loans of two commercial borrowers that were on non-accrual at December 31, 2003.

     Provision/Allowance for Loan Losses. The Company performs a quarterly assessment of the risks inherent in its loan portfolio, as well as a detailed review of each significant asset with identified weaknesses. Based on this analysis, the Company records a provision for loan losses in order to maintain the allowance for loan losses at a level considered sufficient to provide for known and inherent losses within the loan portfolio at each balance sheet date. Fluctuations in the provision for loan losses result from management’s assessment of the adequacy of the allowance for loan losses. The provision for loan losses decreased $41 thousand, or less than 1.0%, to $5.0 million for the six months ended June 30, 2004. The allowance for loan losses was $41 million, or 1.55% of total loans, as of June 30, 2004 as compared to $39 million, or 1.52% of total loans, at December 31, 2003.

ASSET LIABILITY MANAGEMENT

     The primary objective of the Company’s asset liability management process is to optimize net interest income while prudently managing balance sheet risks by understanding the levels of risk accompanying its decisions and monitoring and managing these risks. The ability to optimize net interest margin is largely dependent on the achievement of an interest rate

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spread that can be managed during periods of fluctuating interest rates. Interest sensitivity is a measure of the extent to which net interest income will be affected by market interest rates over a period of time. Interest rate sensitivity is related to the difference between amounts of interest earning assets and interest bearing liabilities that reprice or mature within a given period of time. Management monitors the sensitivity of the net interest margin by utilizing income simulation models and traditional interest rate gap analysis. The Company’s balance sheet structure is primarily short-term in nature with most interest earning assets and interest bearing liabilities repricing or maturing in less than five years. The Company attempts to maintain a mix of interest earning assets and interest bearing liabilities such that no more than 5% of the net interest margin will be at risk over a one-year period should interest rates vary one percent. As of June 30, 2004, the Company’s income simulation models predict net interest income will decrease $8 million, or 5.2%, over the next twelve months assuming an immediate downward shift in market interest rates of 1.0%. Management considers the possibility of interest rates declining by one percent during the next twelve months as highly unlikely. However, no assurances can be given that the Company is not at risk in the event of rate increases or decreases and there can be no assurance as to the actual effect changes in interest rates will have on the Company’s net interest margin.

LIQUIDITY

     Liquidity. The objective of liquidity management is to maintain the Company’s ability to meet the day-to-day cash flow requirements of customers who wish to withdraw funds or require funds to meet their credit needs. The Company manages its liquidity position to meet the needs of customers, while maintaining an appropriate balance between assets and liabilities to meet the return on investment objectives of stockholders. The Company monitors sources and uses of funds on a daily basis to maintain an acceptable liquidity position, principally through deposit receipts and check payments; loan originations, extensions, and repayments; and, management of investment securities.

     The Company’s current liquidity position is also supported by management of its investment portfolio, which provides a flow of reinvestable cash. In addition, redeployment of maturing balances in the Company’s loan portfolio also provides an important source of immediate to long-term liquidity. Additional sources of liquidity include federal funds lines, borrowings and access to capital markets. The Company does not presently rely on off-balance sheet arrangements to provide financing, liquidity or market or credit risk support nor does it engage in derivatives and related hedging activities.

     Net cash provided by operating activities, primarily net income, totaled $35 million for the six months ended June 30, 2004 as compared to $36 million for the same period in 2003. Investing activities principally include investment security transactions and net extensions of credit to customers. Net cash used in investing activities totaled $124 million for the six months ended June 30, 2004 as compared to $219 million for the same period in the prior year. Net cash provided by or used in financing activities is primarily a function of increases or decreases in customer deposits, borrowings or the issuance of securities or stock. Net cash provided by financing activities totaled $104 million for the six months ended June 30, 2004 as compared to $109 million for the same period in the prior year.

     As a holding company, the Parent Company is a corporation separate and apart from its subsidiaries, and therefore, provides for its own liquidity. Substantially all of the Parent Company’s revenues are obtained from management fees and dividends declared and paid by its banking subsidiary. There are statutory and regulatory provisions that could limit the ability of the banking subsidiary to pay dividends to the Parent Company. In general, the banking subsidiary is limited, without the prior consent of its state and federal banking regulators, to paying dividends that do not exceed the current year net profits together with retained earnings from the two preceding calendar years.

CAPITAL RESOURCES

     Capital Resources. The Company maintains adequate capitalization to assure depositor, investor and regulatory confidence. Management’s intent is to provide sufficient capital funds to support growth and to absorb fluctuations in income so that operations can continue in periods of uncertainty while at the same time ensuring investable funds are available to foster expansion. At June 30, 2004, the Company and its bank subsidiary each exceeded the “well-capitalized” requirements issued by the Federal Reserve Board.

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK

     As of June 30, 2004, there have been no material changes in the quantitative and qualitative information about market risk provided pursuant to Item 305 of Regulation S-K as presented in the Company’s Annual Report on Form 10-K for the

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year ended December 31, 2003.

Item 4.

CONTROLS AND PROCEDURES

     Management of the Company is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934. As of June 30, 2004, an evaluation was performed under the supervision, and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, management concluded that the Company’s disclosure controls and procedures as of June 30, 2004 were effective in ensuring that information required to be disclosed in this Quarterly Report on Form 10-Q was recorded, processed, summarized, and reported within the time period required by the SEC’s rules and forms.

     There were no changes in the Company’s internal controls over financial reporting for the quarter ended June 30, 2004 that have materially affected, or are reasonably likely to materially affect, such controls.

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PART II.

OTHER INFORMATION

Item 1. Legal Proceedings

     There have been no material changes in legal proceedings as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

     The following table provides information with respect to purchases made by or on behalf of the Company or any “affiliated purchases” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of the Company’s common stock during the six months ended June 30, 2004.

(1)

The common stock of the Company is not actively traded, and there is no established trading market for the stock. There is only one class of common stock, with 91.4% of the shares subject to contractual transfer restrictions set forth in shareholder agreements and 8.6% without such restrictions. The Company has a right of first refusal to repurchase the restricted stock. Additionally, restricted stock held by officers, directors and employees of the Company may be called by the Company under certain conditions. The Company has no obligation to purchase restricted or unrestricted stock, but has historically purchased such stock. All purchases indicated in the table above were effected pursuant to private transactions.

     During the second quarter 2004, the Company issued 9,000 unregistered shares of its common stock to nine senior officers valued at an aggregate of $459,000 pursuant to the Company’s 2004 Restricted Stock Award Plan. These issuances were made in reliance upon the “no sale” provisions of Section 2(a)(3) of the Securities Act of 1933, and upon the exemption from registration under Section 4(2) of the Securities Act of 1933.

Item 3. Defaults upon Senior Securities

     None.

Item 4. Submission of Matters to a Vote of Security Holders

(a)		The Annual Meeting of Shareholders of First Interstate BancSystem, Inc. was held on May 14, 2004.
(b)		Five directors were elected to serve three year terms. David H. Crum, William B. Ebzery, Charles M. Heyneman, Terry W. Payne and Homer A. Scott, Jr. were elected as directors with terms expiring in 2007. The following directors remained in office: James W. Haugh, C. Gary Jennings, Robert L. Nance and Thomas W. Scott with terms expiring in 2005; and, Elouise C. Cobell, Richard A. Dorn, Lyle R. Knight, James R. Scott, Julie A. Scott and Sandra A. Scott Suzor with terms expiring in 2006.
(c)		The following matters were submitted to a vote of security holders at the Annual Meeting of Shareholders:

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Item 5. Other Information

     Not applicable or required.

Item 6. Exhibits and Reports on Form 8-K

(a)

Exhibits.

(b)

A report on Form 8-K dated May 3, 2004 was filed by the Company providing first quarter 2004 performance results and comments on same from Company management.

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SIGNATURES

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.

FIRST INTERSTATE BANCSYSTEM, INC.

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