U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                 Amendment No. 1

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 for the fiscal year ended December 31, 2003

                                       or

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

                          Commission File No. 0-26290

                                  BNCCORP, INC.
             (Exact name of registrant as specified in its charter)

              Delaware                                  45-0402816
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)

         322 East Main Avenue                              58501
        Bismarck, North Dakota                          (Zip Code)
(Address of principal executive office)

       Registrant's telephone number, including area code: (701) 250-3040

           Securities registered under Section 12(b) of the Act: None

              Securities registered under Section 12(g) of the Act:

                          Common Stock, $.01 par value
                         Preferred Stock Purchase Rights
                                (Title of class)

     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 if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-K/A or any  amendment to
this Form 10-K/A. [ ]

     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 aggregate market value of the voting and non-voting  common equity held
by non-affiliates of the Registrant, computed by reference to the price at which
the common equity was last sold, as of the last business day of the Registrant's
most recently completed second fiscal quarter was $21,069,000.

     The number of shares of the Registrant's  common stock outstanding on April
26, 2004 was 2,788,604.

Documents incorporated by reference. None
<PAGE>
                                EXPLANATORY NOTE

     We are filing this  Amendment  No. 1 on Form 10-K/A to our Annual Report on
Form 10-K for the fiscal year ended  December  31, 2003 (the  "Report") to amend
and  supplement  the following  items of Part III of the Report to read in their
entirety as follows:

                                    PART III

Item 10. Directors and Executive Officers of the Registrant

     The following table provides certain information, as of April 15, 2004 with
respect to each director and executive officer of BNCCORP, Inc. and subsidiaries
(collectively,  the "Company"). Unless otherwise indicated, each person has been
engaged in the principal occupation shown for the past five years.

<TABLE>
<CAPTION>

                                                  Principal Occupation, Period of Service
                                                  as a Director, Business Experience and                         Board Committee
  Name and Age                                              Other Information                                      Memberships
------------------------------------------------------------------------------------------------------------------------------------
DIRECTORS
<S>                        <C>                                                                                      <C>
Cleveland, Gregory K.      56  Mr. Cleveland,  a Certified Public Accountant,  has served as an executive officer   Member of
                               and  director of BNCCORP,  Inc.  ("BNC")  since he and Tracy Scott  founded BNC in   Executive
                               1987.  He has served as President  of BNC since March 1995 and as Chief  Executive   Committee
                               Officer  since  November  2000. He served as Chief  Financial  Officer of BNC from
                               February 1994 to January 1998 and as Chief Operating  Officer from January 1998 to
                               November  2000. Mr.  Cleveland's  term on the BNC Board of Directors (the "Board")
                               will expire in June 2004.

Scott, Tracy J.            56  Mr. Scott, a Certified Public Accountant,  has served as Chairman of the Board and   Member of
                               a director of BNC since 1987. Mr. Scott served as Chief  Executive  Officer of BNC   Executive
                               until November 2000. Mr. Scott's term on the Board will expire in June 2004.         Committee

Hipp, John A., M.D.        57  Dr. Hipp,  who has been a director of BNC since 1988,  has  practiced  medicine in   Member of
                               Bismarck  since 1980 as a  principal  in  Pathology  Consultants,  a  professional   Compensation
                               corporation  specializing in medical laboratory and computer consulting  services.   Committee and
                               Dr. Hipp is board  certified in anatomic  and  clinical  pathology by the American   Audit Committee
                               Board of Pathology.  Dr. Hipp's term on the Board will expire in June 2004.

Rebel, Brenda L.           45  Ms. Rebel, a Certified  Public  Accountant,  has been a director  since  September   N/A
                               1999 and has served as Chief  Financial  Officer and Senior Vice  President  since
                               January  1998.  She served as Vice  President - Corporate  Controller  from August
                               1995 to January 1998 and as Vice President - Regulatory  Compliance from June 1991
                               to July 1995. Ms. Rebel's term on the Board will expire in 2006.

Ghylin, Gaylen             56  Mr. Ghylin,  a Certified  Public  Accountant,  has been a director since June 2003   Member of
                               and has served as Executive Vice President,  Secretary and Chief Financial Officer   Compensation
                               of Tiller  Corporation d/b/a Barton Sand & Gravel Co.,  Commercial Asphalt Co. and   Committee and
                               Barton Enterprises,  Inc., since 1979, and as a director of the Tiller Corporation   Audit Committee
                               since 1980.  Mr.  Ghylin also  serves on the Boards of National  Asphalt  Pavement
                               Association  and Friendship  Ventures.  Mr. Ghylin's term on the Board will expire
                               in 2006.

Scali, Terrence M.         44  Mr. Scali has been a director  since July 2002.  Mr. Scali has served as President   N/A
                               of Milne Scali & Company since 1995 and as Executive  Vice  President of BNC since
                               January  2004.  Milne Scali & Company was acquired by BNC's bank  subsidiary,  BNC
                               National Bank in April 2002. Mr. Scali's term on the Board will expire in 2006.

Forte-Pathroff, Denise,    47  Dr.  Forte-Pathroff  has been a director  since  November 2000. She had previously   Member of
M.D.                           served as a director of BNC National  Bank from April 1994 to November  2000.  Dr.   Compensation
                               Forte-Pathroff is a board certified  dermatologist.  She is an Assistant  Clinical   Committee and
                               Professor  of Medicine at the  University  of North Dakota  School of Medicine,  a   Nominating
                               member of the North Dakota Board of Medical Examiners,  chairwoman of the board of   Committee
                               Medcenter One  School  of  Nursing  and a  member  of the  Advisory  Board  to the
                               Burleigh  County  Extension  Service.  She is President of DFP,  Inc., a cosmetics
                               company that develops and markets skin care products,  and Headspin,  Inc.,  which
                               markets a patented child anti-abduction  system. Dr.  Forte-Pathroff's term on the
                               Board will expire in 2005.

Johnsen, Richard M., Jr.   59  Mr.  Johnsen,  who has been a director  of BNC since June 1995,  has served  since   Member of
                               1979 as  Chairman  of the Board and Chief  Executive  Officer of  Johnsen  Trailer   Nominating
                               Sales,  Inc., which sells and services  semi-trailers in Bismarck and Fargo, North   Committee and
                               Dakota.  Since 1990,  Mr.  Johnsen has also been a partner in Johnsen  Real Estate   Audit Committee
                               Partnership,  which owns and operates rental property in Bismarck and Fargo, North
                               Dakota.  Mr. Johnsen's term on the Board will expire in 2005.

Woodcox, Jerry R.          61  Mr.  Woodcox,  who has been a director  of BNC since June 1995,  has served  since   Member of
                               1970 as  President of  Arrowhead  Cleaners  and  Laundry,  Inc., a laundry and dry   Nominating
                               cleaning services business  operating in Bismarck,  North Dakota.  Mr. Woodcox has   Committee
                               also served as a Burleigh  County (North Dakota)  Commissioner  since his election
                               to the Commission in February  2001.  Mr.  Woodcox's term on the Board will expire
                               in 2005.
<PAGE>

OTHER EXECUTIVE OFFICERS:

Cleveland Goll, Shawn      35  Ms.  Cleveland  Goll, a Certified  Public  Accountant  and a Certified  Regulatory   N/A
                               Compliance  Manager,  has served as Chief  Operating  Officer of BNC National Bank
                               since  September  1999 and as  Compliance  Officer  since  July  1995.  She is the
                               daughter  of Gregory K.  Cleveland.  Ms.  Cleveland  Goll  serves on BNC  National
                               Bank's Board of Directors.

Milne, Jr., Richard W.     49  Mr. Milne has served as Chairman  and Vice  President of Milne Scali & Company for   N/A
                               the past five years. Mr. Milne serves on BNC National Bank's Board of Directors.

Peiler, Mark E.            33  Mr. Peiler, who holds the Chartered Financial Analyst  designation,  has served as   N/A
                               Investment  Officer  for BNC since  May 1998 and as Vice  President  -  Investment
                               Officer since November 2000.

Brozen, Neil M.            50  Mr. Brozen, a Certified Public Accountant,  has served as Senior Vice President of   N/A
                               BNC National  Bank's Trust and Financial  Services  division since September 2003.
                               Mr. Brozen began NMB Associates  ("NMB"),  a management  consulting  practice,  in
                               November  1993.  He operated NMB until  January 2001 when he accepted the position
                               of  Senior  Vice  President  with  Media   Technology   Source,   an  audio-visual
                               integrator.  Mr. Brozen served in that position  until June 2003, at which time he
                               returned to NMB until August 2003.

Roman, Jess                54  Mr. Roman joined BNC in November 2003 as President of BNC National  Bank's Arizona   N/A
                               market.  Mr. Roman has been in the banking  industry  since 1990 during which time
                               he held business  development  positions with Heritage Bank (February 1995 through
                               May 2002),  Desert Hills Bank (January 2000 through May 2002) and First  Community
                               Financial  (June 2002  through  November  2003).  Mr. Roman serves on BNC National
                               Bank's Board of Directors.

Zelinsky, David A.         51  Mr.  Zelinsky  joined BNC in December  2003 as President  of BNC  National  Bank's   N/A
                               Minnesota  market.  Mr.  Zelinsky  has been  employed  in banking  for the past 27
                               years,  most recently  serving as President and Chief  Executive  Officer of First
                               Commercial Bank in Bloomington,  MN. Between 1998 and 2002, Mr. Zelinsky served as
                               Regional  President with Marquette Bank N.A. Mr.  Zelinsky  serves on BNC National
                               Bank's Board of Directors.

Renk, Jerry D.             55  Mr. Renk joined BNC in February  2004 as President  of BNC  National  Bank's North   N/A
                               Dakota market. Mr. Renk has 30 years of experience in the banking industry.  Prior
                               to  joining  BNC he served as  Director  of  Banking  Industry  Relations  for RSM
                               McGladrey,  Inc. from April 1999 to January 2004. Mr. Renk was President and Chief
                               Executive  Officer of Bank West in St.  Francis,  KS from May 1987  through  March
                               1999. Mr. Renk serves on BNC National Bank's Board of Directors.
</TABLE>


Section 16(a) Beneficial Ownership Reporting Compliance

     Section  16(a) of the  Securities  Exchange  Act of 1934,  as amended  (the
"Exchange Act") requires BNC's executive  officers,  directors,  and persons who
own more than 10  percent  of the  common  stock of BNC,  $0.01  par value  (the
"Common  Stock") to file reports of ownership  and changes in ownership on Forms
3, 4, and 5 with the Securities  and Exchange  Commission  ("SEC").  The Company
believes that all of its directors and executive  officers  timely complied with
their Section 16(a) filing requirements in 2003.

     In 2003,  Mr.  Kenneth Hilton  Johnson,  a stockholder  who has reported in
filings made with the SEC that he owns more than 10 percent of the Common Stock,
was late in filing his initial  Form 3,  reporting  his  acquisition  of over 10
percent of the Common  Stock.  Mr.  Johnson also made eight late Form 4 filings,
reporting 141 separate  purchases and two sales of Common Stock. On December 23,
2003,  BNC filed  suit  against  Mr.  Johnson  for  recovery  of  $98,179.45  in
"short-swing"  profits  made  by Mr.  Johnson  in  connection  with  profitable,
purchase-and-sale  transactions  of BNC Common Stock  within the same  six-month
period in  violation  of Section  16(b) of the  Exchange  Act.  Mr.  Johnson has
tendered  to BNC a check in the  amount of his  "short-swing"  profits,  and the
Company plans to settle the lawsuit upon  confirmation  that the funds have been
cleared.

Code of Ethics

     The Company has adopted a code of ethics and business  conduct that applies
to each  of its  employees,  officers  and  directors  including  its  principal
executive officer,  principal financial officer, principal accounting officer or
controller,  or persons performing  similar  functions.  A copy of the Company's
code  of  ethics  and  business   conduct  is  available  on  BNC's  website  at
www.bnccorp.com.  Amendments to the code of ethics and business  conduct and any
grant of a  waiver  from a  provision  of the code  requiring  disclosure  under
applicable SEC rules will also be disclosed on BNC's website.
<PAGE>

Audit Committee

The Board has established a separately  designated  standing Audit Committee for
the purposes of overseeing  the  Company's  accounting  and financial  reporting
processes and the audits of the Company's financial  statements.  Messrs. Ghylin
and  Johnsen  and Dr.  Hipp are the  members  of the  committee.  The  Board has
determined  that Mr.  Ghylin  meets the  requirements  for an  "audit  committee
financial expert" as defined by SEC rulemaking.

Item 11. Executive Compensation

     The following table  summarizes the  compensation  that the Company paid to
its CEO and each of its four other most highly  compensated  executive  officers
for the year ended December 31, 2003.
<TABLE>
<CAPTION>

                                                                                     Long-Term Compensation
                                                                           -----------------------------------------
                                             Annual Compensation                    Awards               Payouts
                                      ----------------------------------   --------------------------  -------------
                                                                                                        Long-Term
                                                              Other         Restricted    Securities    Incentive       All Other
    Name and Principal                                        Annual           Stock      Underlying       Plan       Compensation
         Position             Year     Salary      Bonus   Compensation     Awards ($)    Options (#)   Payouts ($)       (1)(2)
--------------------------- -------   ---------  --------- -------------   ------------   -----------  ------------  --------------

<S>                           <C>     <C>         <C>               <C>            <C>        <C>             <C>         <C>
Tracy J. Scott...........     2003    $200,000          -             -              -             -            -      $10,654
   Chairman of the Board      2002     200,000          -             -              -             -            -       10,282
                              2001     200,000          -             -              -         8,000            -        9,700

Gregory K. Cleveland.....     2003     200,000          -             -              -             -            -       10,654
   President and Chief        2002     200,000          -             -              -             -            -       10,282
    Executive Officer         2001     200,000          -             -              -        24,000            -        9,697

Richard W. Milne, Jr.....     2003     250,000      2,473             -              -             -            -        6,186
  Chairman, Milne Scali &     2002     177,084          -             -              -             -            -        3,566
    Company (3)

Terrence M. Scali........     2003     250,000      1,603             -              -             -            -        6,186
  President, Milne Scali      2002     177,084          -             -              -             -            -        3,096
    & Company (4)

Mark E. Peiler...........     2003     120,000          -             -              -        10,000            -        6,190
   Vice President -           2002     100,000          -             -              -             -            -        5,171
    Investment Officer        2001      84,000          -             -              -         3,000            -        4,379
<FN>
--------------------

(1)  (1) Consists of (i) the Company's  matching  contributions to the Company's
     401(k)  Savings Plan in the following  amounts:  Mr. Scott ($6,000 in 2003,
     $5,500 in 2002 and $5,250 in 2001), Mr. Cleveland  ($6,000 in 2003,  $5,500
     in 2002 and $5,250 in 2001), Mr. Milne ($6,000 in 2003 and $2,500 in 2002),
     Mr.  Scali  ($6,000 in 2003 and $2,500 in 2002) and Mr.  Peiler  ($6,000 in
     2003,  $5,000 in 2002 and $4,200 in 2001) (ii)  premium  payments  for life
     insurance  policies  providing  death  benefits to the executive  officers'
     beneficiaries in the following  amounts:  Mr. Scott ($3,253 in 2003, $3,382
     in 2002 and $3,049 in 2001), Mr. Cleveland  ($3,253 in 2003, $3,382 in 2002
     and $3,046 in 2001), Mr. Milne ($186 in 2003 and $1,066 in 2002), Mr. Scali
     ($186 in 2003 and $596 in 2002) and Mr. Peiler ($190 in 2003, $171 in 2002,
     and $179 in 2001)  and  (iii)  payments  to allow  executives  to  purchase
     long-term disability  insurance:  Mr. Scott ($1,401 in 2003, $1,401 in 2002
     and $1,401 in 2001) and Mr. Cleveland  ($1,401 in 2003,  $1,401 in 2002 and
     $1,401 in 2001).

(2)  Perquisites  and other  personal  benefits  are not  included  because  the
     aggregate amount of such compensation does not exceed the lesser of $50,000
     or 10 percent  of the total of annual  salary  and bonus  reported  for the
     named executive officers.

(3)  Mr. Milne joined the Company in April 2002.

(4)  Mr. Scali joined the Company in April 2002.
</FN>
</TABLE>

<PAGE>

Options/SAR Grants During 2003

     There were no stock options or stock appreciation rights granted during the
year ended December 31, 2003 to any of the named executive officers,  other than
Mr. Peiler who received 10,000 stock options.

Aggregated  Option/SAR  Exercises  in Last Fiscal  Year And  Yearend  Option/SAR
Values

     The number and value of unexercised stock options held by each of the named
executive  officers is set forth in the following  table.  The Company has never
granted any stock appreciation  rights. No stock options were exercised by these
individuals during the year ended December 31, 2003.
<TABLE>
<CAPTION>

                                                                        Value of Unexercised
                                  Number of Unexercised Options         In-the-Money Options
                                      at December 31, 2003            at December 31, 2003 (1)
                                  -------------------------------   ------------------------------
         Name                       Exercisable     Unexercisable    Exercisable    Unexercisable
-------------------------------   ---------------  --------------   ------------   ---------------

<S>                                       <C>             <C>         <C>               <C>
Gregory K. Cleveland                      39,257          14,400      $ 188,958         $ 175,104

Tracy J. Scott                            21,234           4,800        100,987            58,368

Richard W. Milne, Jr.                          -               -              -                 -

Terrence M. Scali                              -               -              -                 -

Mark E. Peiler                             3,200           9,800         36,792           110,688
--------------------
<FN>
(1)  Calculated  based on the market price at December 31, 2003,  less the share
     price to be paid upon exercise.

</FN>
</TABLE>

Employment Agreements

     The Company has  employment  agreements  with Tracy J. Scott and Gregory K.
Cleveland.  Milne Scali & Company,  Inc.  ("Milne  Scali"),  a subsidiary of the
Company,  has employment  agreements with Richard W. Milne,  Jr. and Terrence M.
Scali. Each of these employment  agreements provides for a minimum annual salary
and an annual  incentive  bonus as may, from time to time, be fixed by the Board
or a committee of the Board of the Company or Milne Scali, as applicable.

     The employment  agreements with Messrs.  Scott and Cleveland,  each entered
into in May 1995,  provide for minimum annual salaries of $156,000 and $128,000,
respectively,  and an initial term of three years.  For the year ended  December
31,  2003,  each of Messrs.  Scott's  and  Cleveland's  annual  base  salary was
$200,000.  Since the expiration of their initial terms, each of those agreements
automatically renews for consecutive one-year terms unless either the Company or
the  executive  terminates  the  agreement  upon 90 days'  notice  prior to such
automatic  renewal.  Under  their  employment  agreements,   Messrs.  Scott  and
Cleveland are entitled to the benefits and perquisites maintained by the Company
for its employees in general,  or senior  executives in particular,  on the same
basis and subject to the same  requirements  and  limitations  as  applicable to
other senior executives of the Company.
<PAGE>

     If either Mr. Scott's or Mr.  Cleveland's  employment is terminated for any
reason other than death, disability,  or cause (as defined in their agreements),
or if they  terminate  their  employment  for good  reason (as  defined in their
agreements),  or following a change in control (as defined in their agreements),
then the Company must pay them a lump-sum amount equal to three times the sum of
their  current  annual base salary and all cash  bonuses paid to them during the
most recent 12-month period ending before the date of termination. Mr. Scott and
Mr.  Cleveland  have agreed not to compete  with the Company for a period of two
years  following a termination by them of their  respective  employment with the
Company for any reason other than good reason (as defined in their  agreements).
Further, Messrs. Scott and Cleveland have agreed not to solicit any customers of
the  Company  or  otherwise  disrupt  any  previously  established  relationship
existing between a customer and the Company.

     The employment  agreements with Messrs.  Milne and Scali, each entered into
in April 2002,  provide for minimum  annual  salaries of $250,000 and an initial
term of five years.  After the  expiration  of their initial  terms,  employment
under  those  agreements  converts  to a  month-to-month,  at-will  relationship
otherwise  subject to the terms of those agreements that is terminable by either
Milne Scali or the  executive  upon 90 days' prior written  notice.  Under their
employment agreements, Messrs. Milne and Scali are entitled to participate in or
receive benefits under any employee  benefit plan or fringe benefit  arrangement
made available to similarly situated employees of Milne Scali.

     Messrs.  Milne and Scali have agreed to hold in confidence all confidential
information  known to them concerning  Milne Scali's  business and not generally
known to persons  engaged in a business  similar to that engaged by Milne Scali.
In addition, Messrs. Milne and Scali have agreed not to compete with Milne Scali
until the later of five years after the date of their employment  agreements and
the date of  termination  of their  employment  with Milne  Scali and all of its
affiliates  if their  employment  is  terminated  for cause (as defined in their
agreements)  or other than by reason of death or  disability.  Further,  Messrs.
Milne and Scali have agreed not to solicit the  customers  or employees of Milne
Scali and its  affiliates  until the later of five years after the date of their
employment  agreements  and two  years  after the date of  termination  of their
employment with Milne Scali and all of its affiliates.

Director Compensation

Each director who is not an employee of BNC is paid a director's  fee of $12,000
per year and fees of $500 for each  committee  meeting  attended.  Additionally,
each  director  who is not an  employee  of BNC is paid  $100 for  each  monthly
informal Board meeting of the Company and $500 for each quarterly Board meeting.
Directors are reimbursed for expenses  incurred in attending Board and committee
meetings.


Compensation  Committee  Interlocks and Insider  Participation  in  Compensation
Decisions

     No executive officer of the Company served in 2003 as a director, or member
of the compensation committee, of another entity one of whose executive officers
served as a director, or on the Compensation Committee, of the Company.

<PAGE>

Item 12. Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth, as of April 15, 2004,  certain  information
regarding beneficial ownership of the Common Stock by (i) each stockholder known
by BNC to be the  beneficial  owner of more  than 5 percent  of the  outstanding
Common Stock,  (ii) each continuing  director and director nominee of BNC, (iii)
each executive officer of BNC listed in the Summary Compensation Table set forth
elsewhere  herein,  and (iv) all of BNC's  continuing  directors  and  executive
officers  as  a  group.  Unless  otherwise  indicated,  BNC  believes  that  the
stockholders  listed below have sole investment and voting power with respect to
their shares based on information furnished to BNC by such owners.

<TABLE>
<CAPTION>
                                                                              Percent of
                                                     Number of Shares         Outstanding
Name of Beneficial Owner                            Beneficially Owned        Common Stock
------------------------                          ---------------------    ----------------
<S>                                                    <C>     <C>   <C>          <C>
     Tracy J. Scott.............................       138,213 (2)(3)(4)          4.92%
     Gregory K. Cleveland.......................       122,537 (3)(5)             4.33%
     Richard W. Milne, Jr.......................       133,782                    4.80%
     Terrence M. Scali (1)......................       236,190 (2)                8.47%
     Brenda L. Rebel............................        13,941 (2)(3)             *
     Mark E. Peiler.............................         7,142 (2)(3)             *
     Denise Forte-Pathroff, M.D.................        53,411 (3)(6)             1.92%
     John A. Hipp, M.D..........................        65,650 (3)(7)             2.36%
     Richard M. Johnsen, Jr.....................         6,650 (3)                *
     Jerry R. Woodcox...........................         8,012 (3)                *
     Gaylen A. Ghylin...........................            --                   --
     BNC National Bank, as Trustee
        (the "Trustee") of the BNCCORP, Inc.
        401(k) Savings Plan (8) (9).............       180,940                    6.49%
     All directors and executive officers
        as a group (16 persons).................       815,008 (2)(3)            28.38%

     Kenneth H. Johnson.........................       371,482 (10)              13.28%
<FN>

--------------------
*Less than 1 percent.

(1)  The  address  of Mr.  Scali is c/o  BNCCORP,  Inc.,  322 East Main  Avenue,
     Bismarck, North Dakota 58501.
(2)  Includes the  following  number of shares  allocated  to such  individual's
     account as of April 15, 2004 under the Company's  401(k)  Savings Plan: Mr.
     Scott (24,046),  Mr. Scali (2,308), Ms. Rebel (6,836), Mr. Peiler (942) and
     all directors and executive officers as a group (38,817).
(3)  Includes  shares that may be acquired  within 60 days  through  exercise of
     stock  options:  Mr. Scott  (22,834),  Mr.  Cleveland  (44,057),  Ms. Rebel
     (6,905), Mr. Peiler (5,800), Dr.  Forte-Pathroff (650), Dr. Hipp (650), Mr.
     Johnsen (650),  Mr. Woodcox (650) and all directors and executive  officers
     as a group (88,196).
(4)  Includes 1,000 shares owned by Mr. Scott's children and 658 shares owned by
     Mr. Scott's family trust.
(5)  Includes 78,480 shares owned by Mr. Cleveland's wife.
(6)  Includes  25,873 shares under Robert A. Pathroff,  M.D. P.C. Profit Sharing
     Plan and 68 shares owned by Dr. Forte-Pathroff's children.
(7)  Includes  65,000 shares owned by John A. Hipp and Barbara K. Hipp LLP#1,  a
     limited  liability  limited  partnership.
(8)  Each participant of the Company's 401(k) Savings Plan is entitled to direct
     the Trustee as to the manner in which to vote the shares  allocated  to the
     participant's account.
(9)  The address of the Trustee is 322 East Main Avenue,  Bismarck, North Dakota
     58501.
(10) Based solely on  information  contained in Mr.  Johnson's  filings with the
     SEC. According to SEC reports, Mr. Johnson's address is 1331 South Federal,
     Chicago, Illinois 60605.
</FN>
</TABLE>

<PAGE>

Item 13.  Certain Relationships and Related Transactions

     The  executive  officers and  directors of the Company and members of their
immediate  families and businesses in which they hold controlling  interests are
customers of BNC National Bank (the  "Bank"),  and it is  anticipated  that such
parties will continue to be customers of the Bank in the future. All outstanding
loans and  extensions  of credit by the Bank to these  parties  were made in the
ordinary  course of business in accordance  with applicable laws and regulations
and on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other unaffiliated
persons,  and in the opinion of  management  do not involve more than the normal
risk of collectibility or present other  unfavorable  features.  At December 31,
2003,  the  aggregate  balance of the Bank's loans and advances  under  existing
lines of credit to these parties,  exclusive of loans to any such persons, which
in the aggregate did not exceed $60,000,  was approximately $1.1 million or 0.39
percent of the Bank's total loans.

     During  the first  quarter  of 2003,  the Bank  purchased  the Milne  Scali
building at 1750 East Glendale Avenue, Phoenix,  Arizona. The Bank purchased the
building  from Milne  Scali  Properties  LLC.  Milne Scali  Properties  LLC is a
limited  liability  company whose members are Richard W. Milne, Jr. and Terrance
M. Scali, executive officers of the Company. The purchase price for the building
was the  appraised  amount  of $3.9  million,  which  was  funded  through  cash
generated from operations. An independent party completed the appraisal.

     In October  2003,  related to the  Company's  2002  acquisition  of Milne &
Company  Insurance,  Inc., the Company purchased from Milne Scali Properties LLC
one share of common  stock and one share of  preferred  stock of  Mountain  View
Indemnity,  Ltd., a Bermuda  limited  liability  company  ("MVI") for $65,000 in
cash. Under the by-laws of MVI, share value is established  using  stockholders'
equity  plus  retained  earnings  divided  by the number of  stockholders.  This
methodology  was used for  purposes  of  valuing  the  shares  purchased  by the
Company.

     During  2003,  BNC paid to each of Richard W.  Milne,  Jr. and  Terrence M.
Scali, executive officers of the Company,  $60,000 in dividends related to BNC's
noncumulative preferred stock, $0.01 par value per share, of which each holds 75
shares.  The dividends  were paid on a quarterly  basis in  accordance  with the
Certificate  of  Designations  for  the  noncumulative  preferred  stock,  which
provides that holders of  noncumulative  preferred stock are entitled to receive
preferential  noncumulative  dividends at an annual rate of 8% of the "preferred
liquidation value" of $10,000 per share.

Item 14. Principal Accountant Fees and Services

Independent  Auditor's  Fees. The following table shows the fees paid or accrued
by the Company for the audit services provided by KPMG LLP during 2003 and 2002:
<TABLE>
<CAPTION>
                                          2003                 2002
                                     ---------------       --------------
        <S>                              <C>                  <C>
         Audit Fees................       $ 132,000  (a)       $ 175,000  (b)
         Audit-Related Fees........          18,000  (c)          41,000  (d)
         Tax.......................              --                   --
         All Other Fees............          25,000  (e)              --
                                     ---------------       --------------

             Total.................       $ 175,000            $ 216,000
                                     ===============       ==============
<FN>
(a)  Includes 2003 quarterly reviews and audit.

(b)  Includes 2002  quarterly  reviews and audit  ($95,000) and reaudits of 2001
     and 2000 ($80,000).

(c)  Includes  audits of the BNCCORP,  Inc. 401(k) Savings Plan ($6,000) and the
     BNC Global Balanced Collective Investment Fund ($12,000).

(d)  Includes audits of the BNCCORP, Inc. 401(k) Savings Plan ($5,000),  the BNC
     Global  Balanced  Collective  Investment  Fund  ($9,500)  and the BNC  U.S.
     Opportunities  Fund ($10,500) and work related to the  acquisition of Milne
     Scali and associated SEC filings ($16,000).

(e)  Fee  for  program  related  to  deposit   reclassification  for  regulatory
     reporting purposes.
</FN>
</TABLE>
<PAGE>

Preapproval  of Audit and  Non-Audit  Services.  The  services  performed by the
independent auditor in 2003 were pre-approved by the Audit Committee.  The Audit
Committee has established,  and the Board has ratified,  a policy to pre-approve
all audit and non-audit services provided by our independent auditor.  Under the
policy,  the Audit Committee  annually  approves the engagement of the Company's
independent  auditor,  the terms of the  engagement  and the proposed  fees. The
policy also lists specific audit,  audit-related,  tax and permissible non-audit
services that may be provided by the  independent  auditor  without the specific
pre-approval  of the  Audit  Committee,  provided  that  the  total  cost of the
engagement of the auditor to perform the listed services does not exceed certain
specified  amounts.  All requests or applications for services to be provided by
the  independent  auditor are first  submitted to the Company's  Chief Financial
Officer,  who  determines  whether  the  services:   (1)  have  been  previously
pre-approved  in connection  with the independent  auditor's  annual  engagement
letter,  (2) are  included  within the list of services  that have  received the
general  pre-approval  of the Audit  Committee  or (3)  require  specific  Audit
Committee pre-approval.

All audit,  audit-related,  tax and permissible non-audit services which are not
listed as being  "pre-approved"  in the policy or which have not been previously
approved in connection with the independent  auditor's annual  engagement letter
for  the  applicable  year,  must  be  specifically  pre-approved  by the  Audit
Committee.  The Audit Committee has delegated specific pre-approval authority to
its  Chairman,   provided  that  the  estimated   fees  for  any  such  proposed
pre-approval  service  does not exceed  $25,000.  The  Chairman  must report any
pre-approval  decisions  made by him to the full Committee at its next scheduled
meeting.


                                    SIGNATURE

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  registrant has duly caused this report to be signed on our behalf by
the undersigned, thereunto duly authorized.

                                      BNCCORP, INC.



                                      By:  /s/ Gregory K. Cleveland
                                           ----------------------------
                                           President and Chief Executive Officer



April 29, 2004


INDEX TO EXHIBITS


Exhibit No.

31.1 - Chief  Executive  Officer's  Certification  Under Rule  13a-14(a)  of the
       Securities Exchange Act of 1934

31.2 - Chief  Financial  Officer's  Certification  Under Rule  13a-14(a)  of the
       Securities Exchange Act of 1934

32.1 - Chief Executive Officer and Chief Financial Officer  Certifications Under
       Rule 13a-14(b) of the Securities Exchange Act of 1934