---

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549

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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 March 31, 2000

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 0-19368

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COMMUNITY FIRST BANKSHARES, INC.(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction of
incorporation or organization) |  | 46-0391436(I.R.S. Employer Identification No.)
|---------------------------------------------------------------------- |  | ----------------------------------------------
|520 Main Avenue Fargo, ND(Address of principal executive offices)      |  | 58124(Zip Code)                               

(701) 298-5600(Registrant's telephone number, including area code)

---

Indicated
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 / /

At
May 8, 2000, 48,270,864 shares of Common Stock were outstanding.

---

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COMMUNITY FIRST BANKSHARES, INC.

FORM 10-Q

QUARTER ENDED MARCH 31, 2000

INDEX

|                                                                                              |  | PAGE 
|--------------------------------------------------------------------------------------------- |  | -----
|PART IFINANCIAL INFORMATION:                                                                 |  |      
|Item 1. Condensed Consolidated Financial Statements and Notes                                 |  | 3-9  
|Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |  | 10-14
|Item 3. Quantitative and Qualitative Disclosure About Market Risk                             |  | 14   
|PART IIOTHER INFORMATION:                                                                    |  |      
|Item 1. Legal Proceedings                                                                     |  | 15   
|Item 2. Changes in Securities                                                                 |  | 15   
|Item 3. Defaults Upon Senior Securities                                                       |  | 15   
|Item 4. Submission of Matters to a Vote of Security Holders                                   |  | 15   
|Item 5. Other Information                                                                     |  | 15   
|Item 6. Exhibits and Reports on Form 8-K                                                      |  | 15   
|SIGNATURES                                                                                    |  | 16   

2



COMMUNITY FIRST BANKSHARES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

|                                                                                    |  | March 31,
2000 |           | December 31,
1999 |  
|----------------------------------------------------------------------------------- |  | -------------- | --------- | ----------------- | -
|
|ASSETS                                                                              | 
|Cash and due from banks                                                             |  | $              | 218,170   |                   | $
|Federal funds sold and securities purchased under agreements to resell              |  |                | 11,585    |                   |  
|Interest-bearing deposits                                                           |  |                | 3,020     |                   |  
|Available-for-sale securities                                                       |  |                | 1,913,298 |                   |  
|Held-to-maturity securities (fair value: 3/31/00$75,097, 12/31/99$74,248)         |  |                | 75,097    |                   |  
|Loans                                                                               |  |                | 3,687,553 |                   |  
|Less: Allowance for loan losses                                                     |  |                | (50,832   | )                 |  
|                                                                                    |  |                |           |                   |  
|Net loans                                                                           |  |                | 3,636,721 |                   |  
|Bank premises and equipment, net                                                    |  |                | 123,118   |                   |  
|Accrued interest receivable                                                         |  |                | 50,203    |                   |  
|Intangible assets                                                                   |  |                | 121,489   |                   |  
|Other assets                                                                        |  |                | 95,452    |                   |  
|                                                                                    |  |                |           |                   |  
|Total assets                                                                        |  | $              | 6,248,153 |                   | $
|                                                                                    |  |                |           |                   |  
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                | 
|Deposits:                                                                           |  |                |           |                   |  
|Noninterest-bearing                                                                 |  | $              | 623,150   |                   | $
|Interest-bearing:                                                                   |  |                |           |                   |  
|Savings and NOW accounts                                                            |  |                | 2,231,329 |                   |  
|Time Accounts over $100,000                                                         |  |                | 630,200   |                   |  
|Other time accounts                                                                 |  |                | 1,422,174 |                   |  
|                                                                                    |  |                |           |                   |  
|Total deposits                                                                      |  |                | 4,906,853 |                   |  
|Federal funds purchased and securities sold under agreements to repurchase          |  |                | 217,696   |                   |  
|Other short-term borrowings                                                         |  |                | 458,735   |                   |  
|Long-term debt                                                                      |  |                | 69,964    |                   |  
|Accrued interest payable                                                            |  |                | 31,808    |                   |  
|Other liabilities                                                                   |  |                | 29,922    |                   |  
|                                                                                    |  |                |           |                   |  
|Total liabilities                                                                   |  |                | 5,714,978 |                   |  
|Company-obligated mandatorily redeemable preferred securities of CFB Capital I & II |  |                | 120,000   |                   |  
|Shareholders' equity:                                                               |  |                |           |                   |  
|Common stock, par value $.01 per share:                                             |  |                |           |                   |  
|Authorized Shares80,000,000                                                        |  |                |           |                   |  
|Issued Shares51,021,896                                                            |  |                | 510       |                   |  
|Capital surplus                                                                     |  |                | 192,071   |                   |  
|Retained earnings                                                                   |  |                | 283,375   |                   |  
|Unrealized gain on available-for-sale securities, net of tax                        |  |                | (52,072   | )                 |  
|Less cost of common stock in treasury                                              |  |                |           |                   |  
|March 31, 2000595,426 shares                                                       |  |                |           |                   |  
|December 31, 1999885,964 shares                                                    |  |                | (10,709   | )                 |  
|                                                                                    |  |                |           |                   |  
|Total shareholders' equity                                                          |  |                | 413,175   |                   |  
|                                                                                    |  |                |           |                   |  
|Total liabilities and shareholders' equity                                          |  | $              | 6,248,153 |                   | $
|                                                                                    |  |                |           |                   |  

See
accompanying notes.

3



COMMUNITY FIRST BANKSHARES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

|                                                                                    |  | For the Three Months Ended
March 31,
|----------------------------------------------------------------------------------- |  | ------------------------------------
|
|
|Interest income:                                                                    |  |                                     
|Loans                                                                               |  | $                                   
|Investment securities                                                               |  |                                     
|Interest-bearing deposits                                                           |  |                                     
|Federal funds sold and resale agreements                                            |  |                                     
|                                                                                    |  |                                     
|Total interest income                                                               |  |                                     
|Interest expense:                                                                   |  |                                     
|Deposits                                                                            |  |                                     
|Short-term and other borrowings                                                     |  |                                     
|Long-term debt                                                                      |  |                                     
|                                                                                    |  |                                     
|Total interest expense                                                              |  |                                     
|                                                                                    |  |                                     
|Net interest income                                                                 |  |                                     
|Provision for loan losses                                                           |  |                                     
|                                                                                    |  |                                     
|Net interest income after provision for loan losses                                 |  |                                     
|                                                                                    |  |                                     
|Noninterest income:                                                                 |  |                                     
|Service charges on deposit accounts                                                 |  |                                     
|Insurance commissions                                                               |  |                                     
|Fees from fiduciary activities                                                      |  |                                     
|Net gain on sales of available-for-sale securities                                  |  |                                     
|Other                                                                               |  |                                     
|                                                                                    |  |                                     
|Total noninterest income:                                                           |  |                                     
|                                                                                    |  |                                     
|Noninterest expense:                                                                |  |                                     
|Salaries and employee benefits                                                      |  |                                     
|Net occupancy                                                                       |  |                                     
|FDIC insurance                                                                      |  |                                     
|Legal and accounting                                                                |  |                                     
|Other professional service                                                          |  |                                     
|Data processing                                                                     |  |                                     
|Company-obligated mandatorily redeemable preferred securities of CFB Capital I & II |  |                                     
|Amortization of intangibles                                                         |  |                                     
|Other                                                                               |  |                                     
|                                                                                    |  |                                     
|Total noninterest expense                                                           |  |                                     
|Income before income taxes                                                          |  |                                     
|Provision for income taxes                                                          |  |                                     
|                                                                                    |  |                                     
|Net income                                                                          |  | $                                   
|                                                                                    |  |                                     
|Earnings per common and common equivalent share:                                    |  |                                     
|Basic net income                                                                    |  | $                                   
|                                                                                    |  |                                     
|Diluted net income                                                                  |  |                                     
|                                                                                    |  |                                     
|Average common shares outstanding:                                                  |  |                                     
|Basic                                                                               |  |                                     
|Diluted                                                                             |  |                                     
|                                                                                    |  |                                     

4



COMMUNITY FIRST BANKSHARES, INC.

STATEMENTS OF COMPREHENSIVE INCOME

|                                                               |  | For the Three Months Ended March 31, |       
|-------------------------------------------------------------- |  | ------------------------------------ | ------
|
|
|Net income                                                     |  | $                                    | 18,663
|Other comprehensive income, net of tax:                        |  |                                      |       
|Unrealized gains on securities:                                |  |                                      |       
|Unrealized holding gains arising during period                 |  |                                      | (7,176
|Less: Reclassified adjustment for gains included in net income |  |                                      | (2    
|                                                               |  |                                      |       
|Other comprehensive income                                     |  |                                      | (7,178
|                                                               |  |                                      |       
|Comprehensive income                                           |  | $                                    | 11,485
|                                                               |  |                                      |       

5



COMMUNITY FIRST BANKSHARES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                                  |  | For the Three Months
Ended March 31, |        
|--------------------------------------------------------------------------------- |  | ------------------------------------ | -------
|
|
|Cash flows from operating activities:                                             |  |                                      |        
|Net income                                                                        |  | $                                    | 18,663 
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                      |        
|Provision for loan losses                                                         |  |                                      | 4,990  
|Depreciation                                                                      |  |                                      | 3,712  
|Amortization of intangibles                                                       |  |                                      | 2,623  
|Net of amortization of premiums & discounts on securities                         |  |                                      | 131    
|Decrease in interest receivable                                                   |  |                                      | 827    
|(Decrease) increase in interest payable                                           |  |                                      | (141   
|Othernet                                                                         |  |                                      | (2,100 
|                                                                                  |  |                                      |        
|Net cash provided by operating activities                                         |  |                                      | 28,705 
|Cash flows from investing activities:                                             |  |                                      |        
|Net (decrease) increase in interest-bearing deposits                              |  |                                      | 1,628  
|Purchases of available-for-sale securities                                        |  |                                      | (53,500
|Maturities of available-for-sale securities                                       |  |                                      | 59,037 
|Sales of available-for-sale securities, net of gains                              |  |                                      | 6,760  
|Purchases of held-to-maturity securities                                          |  |                                      | (849   
|Maturities of held-to-maturity securities                                         |  |                                      |       
|Net (decrease) increase in loans                                                  |  |                                      | (236   
|Net increase in bank premises and equipment                                       |  |                                      | (1,373 
|                                                                                  |  |                                      |        
|Net cash provided by investing activities                                         |  |                                      | 11,467 
|Cash flows from financing activities:                                             |  |                                      |        
|Net (decrease) in demand deposits, NOW accounts and savings accounts              |  |                                      | (39,087
|Net increase (decrease) in time accounts                                          |  |                                      | 36,077 
|Net (decrease) increase in short-term & other borrowings                          |  |                                      | (47,994
|Net decrease (increase) in long-term debt                                         |  |                                      | (5,658 
|Net proceeds from issuance of common stock                                        |  |                                      |       
|Purchase of common stock held in treasury                                         |  |                                      | (1,420 
|Sale of common stock held in treasury                                             |  |                                      | 3,408  
|Common stock dividends paid                                                       |  |                                      | (7,569 
|                                                                                  |  |                                      |        
|Net cash used in financing activities                                             |  |                                      | (62,243
|                                                                                  |  |                                      |        
|Net decrease in cash and cash equivalents                                         |  |                                      | (22,071
|Cash and cash equivalents at beginning of period                                  |  |                                      | 251,826
|                                                                                  |  |                                      |        
|Cash and cash equivalents at end of period                                        |  | $                                    | 229,755
|                                                                                  |  |                                      |        

6



COMMUNITY FIRST BANKSHARES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2000

Note ABASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements, which include the accounts of Community First Bankshares, Inc. (the "Company"),
its wholly-owned data processing, credit origination, insurance agency and properties subsidiaries, and its thirteen wholly-owned subsidiary banks, have been prepared in accordance with generally
accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included.



Basic earnings per common share is calculated by dividing net income applicable to common equity by the weighted average number of shares of common stock
outstanding.

Diluted
earnings per common share is calculated by dividing net income applicable to common equity by the weighted average number of shares of common stock outstanding. The weighted
average number of shares of common stock outstanding is increased by the number of shares of common stock that would be issued assuming the exercise of stock options and warrants during each period.
Such adjustments to the weighted average number of shares of common stock outstanding are made only when such adjustments dilute earnings per share.

Note BBUSINESS DIVESTITURES

On January 14, 2000, the Company, through its Arizona subsidiary, completed the sale of its office in Nephi, Utah. The Nephi office was acquired on
January 23, 1998 as part of the Company's purchase
and assumption of 37 offices of Banc One Corporation located in Arizona, Colorado and Utah. The transaction included the disposition of approximately $17 million in deposits.

On
February 11, 2000, the Company, through its Arizona subsidiary, completed the sale of its office in Richfield, Utah. The Richfield office was acquired on January 23,
1998 as part of the Company's purchase and assumption of 37 offices of Banc One Corporation located in Arizona, Colorado and Utah. The transaction included the disposition of approximately
$16 million in deposits.

Note CSUBSEQUENT EVENTS

On April 10, 2000, the Company announced its intention to repurchase up to 5 million shares of the Company's common stock. This share repurchase
represents approximately 10 percent of the shares of common stock outstanding at the date of the announcement. Shares will be purchased primarily on the open market, with the timing dependent
on market conditions and any pending acquisitions.

7



Note DINVESTMENTS

The following is a summary of available-for-sale and held-to-maturity securities at March 31, 2000 (in
thousands):

|                                    |  | Available-for-Sale Securities
|----------------------------------- |  | -----------------------------
|
|United States Treasury              |  | $                            
|United States Government agencies   |  |                              
|Mortgage-backed securities          |  |                              
|Collateralized mortgage obligations |  |                              
|State and Political Securities      |  |                              
|Other securities                    |  |                              
|                                    |  |                              
|                                    |  | $                            
|                                    |  |                              

|                 |  | Held-to-Maturity Securities
|---------------- |  | ---------------------------
|
|Other securities |  | $                          
|                 |  |                            
|                 |  | $                          
|                 |  |                            

Proceeds
from the sale of available-for-sale securities during the three months ended March 31, 2000 and 1999 were $6,764,000 and $36,777,000,
respectively. Gross gains of $5,000 and $530,000 were realized on sales during 2000 and 1999, respectively. Gross losses of $1,000 were realized on these sales during 2000. Gains and losses on
disposition of these securities were computed using the specific identification method.

Note ELOANS

The composition of the loan portfolio at March 31, 2000 was as follows (in thousands):

|Real estate                    |  | $ | 1,356,055 |  
|------------------------------ |  | - | --------- | -
|Real estate construction       |  |   | 408,596   |  
|Commercial                     |  |   | 995,463   |  
|Consumer and other             |  |   | 686,772   |  
|Agricultural                   |  |   | 240,667   |  
|                               |  |   |          
|                               |  |   | 3,687,553 |  
|Less allowance for loan losses |  |   | (50,832   | )
|                               |  |   |          
|Net loans                      |  | $ | 3,636,721 |  
|                               |  |   |          

8



Note FFINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

In the normal course of business, the Company is party to financial instruments with off-balance sheet risk to meet the financing needs of its
customers and to manage its interest rate risk. These financial instruments include commitments to extend credit and letters of credit. The contract or notional amounts of these financial instruments
at March 31, 2000 were as follows (in thousands):

|Commitments to extend credit |  | $ | 662,950
|---------------------------- |  | - | -------
|Letters of credit            |  |   | 23,559 

Note GSUBORDINATED NOTES

Long-term debt at March 31, 2000 included $60 million of 7.30% Subordinated Notes issued in June 1997. These notes are due
June 30, 2004, with interest payable semi-annually. At March 31, 2000, $48 million qualified as Tier 2 capital.

Note HINCOME TAXES

The reconciliation between the provision for income taxes and the amount computed by applying the statutory federal income tax rate was as follows (in
thousands):

|                                             |  | March 31, 2000 |       
|-------------------------------------------- |  | -------------- | ------
|35% of pretax income                         |  | $              | 9,745 
|State income tax, net of federal tax benefit |  |                | 463   
|Tax-exempt interest                          |  |                | (1,476
|Amortization of goodwill                     |  |                | 230   
|Other                                        |  |                | 218   
|                                             |  |                |       
|Provision for income taxes                   |  | $              | 9,180 

Note ISUPPLEMENTAL DISCLOSURES TO CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                 |  | Three months ended March 31
|------------------------------------------------ |  | ---------------------------
|
|
|Unrealized loss on available-for-sale securities |  | $                          

9



## 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Basis of Presentation

The following is a discussion of the Company's financial condition as of March 31, 2000 and December 31, 1999, and its results of operations for
the three month periods ended March 31, 2000 and 1999.

Merger and Acquisition Activity

The Company has made a number of acquisitions during these periods. Each of these acquisitions has had an effect upon the Company's results of operations and
financial condition.

Pooling of Interests Transactions.In the following transactions during the periods presented, the Company accounted
for the acquisition using the pooling of interests method.

Pooling of Interests Transactions

|Date of
Acquisition |  | Location and/or
Name of Main Office
of Acquired Entity |  | Number of
Locations at
Date of Acquisition |  | Total Assets
at Date of
Acquisition
(in millions)
|------------------- |  | ------------------------------------------------------ |  | ------------------------------------------ |  | -------------------------------------------------
|December 1999       |  | Ramsey, Minnesota                                      |  | 1                                          |  | $                                                
|October 1999        |  | El Cajon, California                                   |  | 6                                          |  |                                                  

On
December 21, 1999, the Company issued approximately 317,000 shares of common stock to acquire River Bancorp, Incorporated ("River Bancorp"), a one-bank holding
company headquartered in Ramsey, Minnesota. At acquisition, River Bancorp had approximately $35 million in assets at one office in Ramsey, Minnesota. Because this acquisition was not material
to the Company's financial condition or operating results, the Company's financial information has not been restated to reflect this merger.

On
October 7, 1999, the Company issued approximately 3,022,000 shares of common stock to acquire Valley National Corporation ("Valley National"), a one-bank holding
company headquartered in El Cajon, California. At acquisition, Valley National had approximately $252 million in assets at six banking offices located in California. The acquisition was
accounted for using the pooling of interests method. The Company's consolidated financial information has been restated to reflect this merger.

Overview

For the three months ended March 31, 2000 net income was $18.7 million, an increase of $408,000, or 2.2%, from the $18.3 million earned
during the 1999 period. The Company's basic earnings per common share for the first quarter of 2000 were $0.37, compared to $0.36 in 1999. Diluted earnings per common share for the first quarter of
2000 were $0.37.

Return
on average assets was 1.20% for the first quarter of 2000 and for the 1999 period. Return on average common shareholders' equity for the 2000 period was 18.53%, compared to
17.53% in the 1999 period.

Results of Operations



Net interest income for the three months ended March 31, 2000 was $68.5 million, a decrease of $678,000, or 1.0%, from the net interest income of
$69.2 million earned during the 1999 period. The decrease was principally due to the increase in interest expense associated with a rising interest rate

10



environment.
The net interest margin of 5.00% for the period ended March 31, 2000 was down from 5.11% for the 1999 period.



The provision for loan losses for the three months ended March 31, 2000 was $5.0 million, an increase of $109,000, or 2.2%, from the
$4.9 million provision during the 1999 period. This increase reflects the Company's objective of maintaining adequate reserve levels in recognition of loan growth in the Company's subsidiaries.



Noninterest income for the three months ended March 31, 2000 was $18.5 million, an increase of $2.0 million, or 12.1%, from the 1999 level
of $16.5 million. The increase included principally an increase of $1.6 million in deposit service charges, an increase of $839,000 in fees and commissions on investment security sales,
and an increase of $437,000 in insurance commissions.



Noninterest expense for the three months ended March 31, 2000 was $54.1 million, an increase of $1.1 million, or 2.2%, from the level of
$53.0 million during the 1999 period. The increase was limited to 2.2% in part due to the Company's continued emphasis on cost reduction initiatives implemented during 1999. As a result, for
the three months ended March 31, 2000 salary and benefits increased $705,000, net occupancy increased $177,000 and other expense increased $429,000. Other professional services decreased
$515,000 from the 1999 period.



The provision for income taxes for the three months ended March 31, 2000 was $9.2 million, a decrease of $350,000, or 3.7%, from the 1999 level
of $9.5 million, due primarily to the increase in tax-exempt income during the current period.

Financial Condition



Total loans were $3.7 billion at March 31, 2000 and at December 31, 1999.

The
following table presents the Company's balance of each major category of loans:

|                               |  | March 31, 2000 |           | December 31, 1999 |       
|------------------------------ |  | -------------- | --------- | ----------------- | ------
|
|
|Loan category:                 |  |                |           |                   |       
|Real estate                    |  | $              | 1,356,055 |                   | 36.77 
|Real estate construction       |  |                | 408,596   |                   | 11.08 
|Commercial                     |  |                | 995,463   |                   | 27.00 
|Consumer and other             |  |                | 686,772   |                   | 18.62 
|Agricultural                   |  |                | 240,667   |                   | 6.53  
|                               |  |                |           |                   |       
|Total loans                    |  |                | 3,687,553 |                   | 100.00
|                               |  |                |           |                   |       
|Less allowance for loan losses |  |                | (50,832   | )                 |       
|                               |  |                |           |                   |       
|Total                          |  | $              | 3,636,721 |                   |       
|                               |  |                |           |                   |       

11





At March 31, 2000, nonperforming assets were $32.5 million, a slight decrease of $82,000 or .3% from the $32.6 million level at
March 31, 1999. The decrease was principally due to a decrease of $217,000 in
non-accrual loans, partially offset by an increase of $142,000 in other real estate owned. At March 31, 2000, nonperforming loans as a percent of total loans were .70%, down from
the December 31, 1999 level of .71%. OREO was $6.7 million at March 31, 2000, a slight increase of $142,000 from $6.5 million at December 31, 1999.

Nonperforming
assets of the Company are summarized in the following table:

|Loans                                                  |  | March 31, 2000 |           | December 31, 1999 |  
|------------------------------------------------------ |  | -------------- | --------- | ----------------- | -
|Nonaccrual loans                                       |  | $              | 25,547    |                   | $
|Restructured loans                                     |  |                | 277       |                   |  
|                                                       |  |                |           |                   |  
|Nonperforming loans                                    |  |                | 25,824    |                   |  
|Other real estate owned                                |  |                | 6,667     |                   |  
|                                                       |  |                |           |                   |  
|Nonperforming assets                                   |  | $              | 32,491    |                   | $
|                                                       |  |                |           |                   |  
|Loans 90 days or more past due but still accruing      |  | $              | 3,973     |                   | $
|                                                       |  |                |           |                   |  
|Nonperforming loans as a percentage of total loans     |  |                | .70       | %                 |  
|Nonperforming assets as a percentage of total assets   |  |                | .52       | %                 |  
|Nonperforming assets as a percentage of loans and OREO |  |                | .88       | %                 |  
|Total Loans                                            |  |                | 3,687,553 |                   |  
|Total Assets                                           |  |                | 6,248,153 |                   |  



At March 31, 2000 the allowance for loan losses was $50.8 million, a decrease of $2.4 million from the December 31, 1999 balance of
$53.3 million. Net charge-offs during the three months ended March 31, 2000 were $451,000 less than those incurred during the three months ended March 31, 1999.

At
March 31, 2000 the allowance for loan losses as a percentage of total loans was 1.38%, a decrease from the March 31, 1999 level of 1.53%. During the three months
ended March 31, 2000, net charge-offs decreased to $3.0 million. These charge-offs reflect the Company's continued periodic review of the existing loan
portfolios.

12



The
following table sets forth the Company's allowance for loans losses:

|                                                        |  | March 31, |          
|------------------------------------------------------- |  | --------- | ---------
|
|
|Balance at beginning of period                          |  | $         | 48,878   
|Charge-offs:                                            |  |           |          
|Real estate                                             |  |           | 298      
|Real estate construction                                |  |           | 17       
|Commercial                                              |  |           | 1,559    
|Consumer and other                                      |  |           | 1,939    
|Agricultural                                            |  |           | 92       
|                                                        |  |           |          
|Total charge-offs                                       |  |           | 3,905    
|                                                        |  |           |          
|Recoveries:                                             |  |           |          
|Real estate                                             |  |           | 25       
|Real estate construction                                |  |           | 1        
|Commercial                                              |  |           | 80       
|Consumer and other                                      |  |           | 697      
|Agricultural                                            |  |           | 66       
|                                                        |  |           |          
|Total recoveries                                        |  |           | 869      
|Net charge-offs                                         |  |           | 3,036    
|Provision charged to operations                         |  |           | 4,990    
|                                                        |  |           |          
|Balance at end of period                                |  | $         | 50,832   
|                                                        |  |           |          
|Allowance as a percentage of total loans                |  |           | 1.38     
|Annualized net charge-offs to average loans outstanding |  |           | 0.33     
|Total Loans                                             |  |           | 3,687,553
|Average Loans                                           |  |           | 3,673,378



The investment portfolio, including available-for-sale securities and held-to-maturity securities, was
$2.0 billion at March 31, 2000 and December 31, 1999. At March 31, 2000, the investment portfolio represented 31.8% of total assets, compared with 31.9% at
December 31, 1999. In addition to investment securities, the Company had investments in interest-bearing deposits of $3.0 million at March 31, 2000, a $2 million decrease
from the $5 million at December 31, 1999.



Total deposits were $4.9 billion both at March 31, 2000 and at December 31, 1999. Noninterest-bearing deposits at March 31, 2000
were $623 million, an increase of $6 million, or 1.0%, from $617 million at December 31, 1999. The Company's core deposits as a percent of total deposits were 87.2% and
88.2% as of March 31, 2000 and December 31, 1999, respectively. Interest-bearing deposits were $4.2 billion at March 31, 2000, a decrease of $9 million from the
$4.3 billion at December 31, 1999.



Short-term borrowings of the Company were $459 million as of March 31, 2000, and $472 million as of December 31, 1999.

13



Long-term
debt of the Company was $70 million as of March 31, 2000, a decrease of $6 million, or 7.9%, from the $76 million as of
December 31, 1999.



Shareholders' equity increased $6 million to $413 million at March 31, 2000 from $407 million at December 31, 1999. At
March 31, 2000, the Company's Tier 1 capital, total risk-based capital and leverage ratios were 10.39%, 12.60%, and 7.51%, respectively, compared to minimum required levels of 4%,
8% and 3%, respectively (subject to change and the discretion of regulatory authorities to impose higher standards in individual cases). At March 31, 2000, the Company had
risk-weighted assets of $4.5 billion.



On April 10, 2000, the Company announced its intention to repurchase up to 5 million shares of the Company's common stock. As of May 8,
2000, the Company has repurchased 1,976,200 shares of common stock at prices ranging from $15.25 to $16.75.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

There have been no material changes in market risk exposures that affect the quantitative and qualitative disclosures presented as of December 31, 1999
in the Company's Form 10-K and Annual Report.

14



## 

PART IIOTHER INFORMATION

Item 1.  Legal Proceedings:

None.

Item 2.  Changes in Securities:

None.

Item 3.  Defaults upon Senior Securities:

None.

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

None.

Item 5.  Other Information:

None.

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



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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.

|                   | COMMUNITY FIRST BANKSHARES, INC.                                                                       
|------------------ | -------------------------------------------------------------------------------------------------------
|Date: May 11, 2000 | /s/MARK A. ANDERSONMark A. Anderson President and Chief Executive Officer
(Principal Executive Officer)
|Date: May 11, 2000 | /s/CRAIG A. WEISSCraig A. Weiss Chief Financial Officer
(Principal Financial and Accounting Officer)   

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