UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549 FORM 10-K (MARK
ONE) [X]
  ANNUAL REPORT PURSUANT TO SECTION 13 OR
  15(d) OF THESECURITIES EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000OR[  ]
  TRANSITION REPORT PURSUANT TO SECTION 13 OR
  15(d) OF THESECURITIES EXCHANGE ACT OF 1934
   For the Transition period
  from              to
 COMMISSION FILE NO.  000-19368 COMMUNITY FIRST BANKSHARES, INC.(Exact name of registrant as specified in its charter) DELAWARE
  46-0391436(State or other jurisdiction of
  (I.R.S. Employerincorporation or organization)
  Identification No.)
 520 MAIN AVENUE
FARGO, ND   58124-0001
(Address of principal executive offices and zip code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (701) 298-5600
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:  NONE
SECURITIES REGISTERED PURSUANT TO
SECTION 12(g) OF THE ACT: COMMON STOCK, $.01 PAR VALUE
PREFERRED STOCK PURCHASE RIGHTS
8-7/8% CUMULATIVE CAPITAL SECURITIES,
$25 LIQUIDATION AMOUNT(1)
8.20% CUMULATIVE CAPITAL SECURITIES,
$25 LIQUIDATION AMOUNT(2) 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 or any amendment to
this Form 10-K.  [X]  As
of March 26, 2001, assuming as market value the price of $19.75 per share, the
average between the bid and asked sale prices on the Nasdaq National Market,
the aggregate market value of shares held by nonaffiliates was approximately
$751 million. As
of March 26, 2001, the Company had outstanding 41,594,741 shares of Common
Stock, $.01 par value, net of treasury shares. (1)
  The 8-7/8% Cumulative
  Capital Securities (the CFB I Capital Securities) were issued by CFB
  Capital I (CFB Capital I), a wholly owned Delaware business trust
  subsidiary of the Company.  The
  Company has also fully and unconditionally guaranteed all of CFB Capital I's
  obligations under the CFB I Capital Securities.(2)
  The 8.20% Cumulative
  Capital Securities (the CFB II Capital Securities) were issued by CFB
  Capital II (CFB Capital II), a wholly owned Delaware business trust
  subsidiary of the Company. The Company has also fully and unconditionally
  guaranteed all of CFB Capital II's obligations under the CFB II Capital
  Securities.


DOCUMENTS INCORPORATED BY
REFERENCE Portions of the 2000
Annual Report to Shareholders and the 2001 Proxy Statement for the Company's
Annual Meeting of Shareholders to be held April 24, 2001, are incorporated by
reference into Parts II and III, respectively, of this Form 10-K, to the extent
described in such Parts.


TABLE OF CONTENTS PART IITEM 1.
  BUSINESSITEM 2.
  PROPERTIESITEM 3.
  LEGAL PROCEEDINGSITEM 4.
  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
  HOLDERSPART IIITEM 5.
  MARKET FOR REGISTRANT'S COMMON EQUITY AND
  RELATED STOCKHOLDER MATTERSITEM 6.
  SELECTED FINANCIAL DATAITEM 7.
  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
  FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 7A
  QUANTITATIVE AND QUALITATIVE DISCLOSURES
  ABOUT MARKET RISKITEM 8.
  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAITEM 9.
  CHANGES IN AND DISAGREEMENTS WITH
  ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREPART IIIITEM 10.
  DIRECTORS AND EXECUTIVE OFFICERS OF THE
  REGISTRANTITEM 11.
  EXECUTIVE COMPENSATIONITEM 12.
  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
  OWNERS AND MANAGEMENTITEM 13.
  CERTAIN RELATIONSHIPS AND RELATED
  TRANSACTIONSITEM 14.
  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
  REPORTS ON FORM 8-KSIGNATURES


PART I ITEM 1. 
BUSINESS GENERAL Community
First Bankshares, Inc. (the Company), is a bank holding company that as of
December 31, 2000 operated banks and bank branches (the Banks) in 155
communities in Arizona, California, Colorado, Iowa, Minnesota, Nebraska, New
Mexico, North Dakota, South Dakota, Utah, Wisconsin and Wyoming.  Total assets of the Company were
approximately $6.1 billion as of December 31, 2000.  On March 22, 2001, the Company announced the sale or closure of
21 banking locations in Arizona, Nebraska, Minnesota, North Dakota and Wyoming
as part of a focused strategy to realign its channels of service delivery to
improve efficiency through expanded technology and enhanced customer service. The
Banks are community banks that provide a full range of commercial and consumer
banking services primarily to individuals and businesses in small and
medium-sized communities and the surrounding market areas.  The Company encourages local autonomy by
local Bank presidents, while providing to the Banks the benefits of holding
company affiliation. COMMUNITY FINANCIAL SERVICES STRATEGY The
Company has built a network of banks and a solid customer base through
acquisitions.  The Company's plan is to
increase the revenues and profit derived from that customer base by profitably
increasing the number of products and services per household and by expanding
the channels through which customers can access those products and
services.  An enhanced online banking
Web site will supplement the current channels of in-person, mail, ATM, and
telephone banking.  A computer-based
customer intelligence system will enable the Banks to focus on the products and
services most relevant to each customer. The Company has recently introduced a
program of Company-wide sales campaigns focusing on individual products. The
Company provides the Banks with the advantages of affiliation with a bank
holding company, such as access to its lines of financial services including
trust products and administration, insurance and investment services, data
processing services, credit policy formulation and review, investment
management and specialized staff support. 
The Company grants substantial autonomy to managers of the Banks with respect
to day-to-day operations, customer service decisions and marketing.  The Banks are encouraged to participate in
community activities, support local charities and community development, and
otherwise enhance their images in their communities. As
opportunities present themselves, the Company will seek to acquire banks and
bank branches in communities which generally have populations between 3,000 and
50,000 and located in the Company's key target acquisition states of Arizona,
California, Colorado, Iowa, Minnesota, Nebraska, New Mexico, North Dakota,
South Dakota, Utah, Wisconsin and Wyoming. 
Such communities are believed to provide the Company with the
opportunity for a stable deposit base. 
The Company did not see a single opportunity during 2000 that met its
acquisition parameters, and thus, did not complete any bank acquisitions in
2000.  The Company also became more
internally sales-focused and concentrated on improving financial product and
service delivery channels.  The Company
is continuing to develop and enhance its online banking capability, an improved
investment product network relationship and expanding opportunities in
insurance product sales.  The Company
acquired four insurance agencies in 2000, and expects to acquire additional
insurance agencies as part of the strategy of expanding its product offerings.  In order to bring investment product
distribution focus to the Companys extensive banking network, the Company has
recently redefined each Banks office as either a Regional Financial Center or
Community Financial Center.  Regional
Financial Centers offer a full array of financial products and services for
both the corporate and retail market including, banking, trust, and investment
products. They are located in markets that have shown strong commercial banking
potential.  Regional Financial Centers
are typically aligned along a hub and spoke system, with one larger office
directing and supporting smaller offices in close geographic proximity.   Regional Financial Centers are managed by
bank presidents.  The Company has  fifty-two Regional Financial Centers.  Community Financial Centers are less
geographically concentrated, but also offer a complete line of financial
products and services.  Their emphasis
is more focused on retail products, investments and insurance.  Community Financial Centers are managed by
branch managers.  The Company has
twenty-two Community Financial Centers. 
The Company is also integrating its insurance and investment sales
forces into the regional banking division of the Company to move the Company
towards a one-stop financial services supermarket. The Company believes that this structure
allows the Company to staff its offices with financial service professionals
that are sensitive to the financial needs of customers and better respond to
those needs. In addition to improving staffing, a key part of the Companys
strategy is improving its product and service delivery channels through
improved technology.  The Company is
focusing on online banking, electronic bill paying, and increased opportunities
to sell investment products online.  The
Company is also implementing a data warehoused customer relationship management
system to improve customer-focused sales initiatives.  To provide more products and services to its customers, the
Company is re-orienting the goals of its employees towards greater sales-focus
and building a complete financial management relationship with customers. REVIEW OF ACQUISITION
OPPORTUNITIES The Company routinely solicits and reviews
acquisition opportunities and, at any given time, may have bids outstanding or
may be involved in negotiations with the owners of financial institutions or
other parties relative to a particular financial institution, its branches or
its deposit accounts.  The Company
currently has no agreements in place to acquire other banks. THE BANKS The
Banks provide a full range of commercial and consumer banking services
primarily to individuals and businesses in small and medium-sized communities
and the surrounding market areas.  The
Banks draw most of their deposits from and make most of their loans within
their respective market areas.  The
Banks owned by the Company as of December 31, 2000, were located in Arizona,
California, Colorado, Iowa, Minnesota, Nebraska, New Mexico, North Dakota,
South Dakota, Utah, Wisconsin and Wyoming. COMMUNITIES SERVED As of December 31, 2000, offices were
located in communities with populations ranging from approximately 200 to
50,000, except for the larger communities of Fargo, North Dakota; Denver and
Englewood (a Denver suburb), Colorado; Phoenix, Arizona;
El Cajon (a San Diego suburb), California, and Salt Lake City, Utah.  The Company has operated profitably in these
communities and has continued to acquire institutions in larger markets,
reducing the percentage of revenues derived from smaller markets. Each of the
Banks seeks to serve a market area with greater population.  As with other small, non-metropolitan
communities, many of the smaller communities in which the Banks presently
operate have experienced and are expected to experience no growth or a decline
in population.  The economies of the
some of the Banks' smaller communities, especially those in Nebraska, North
Dakota and South Dakota, depend primarily on farming, farm service and
agricultural supply businesses.  If  reductions in population or adverse economic
trends in specific communities result in decreased profitability in the Banks
or offices located in those communities, the Company may consider selling such
Banks or offices or reducing the level of services provided in such
communities.

Management
believes future growth in the business of the Company will largely depend on
successful execution of the Company's strategies.  By offering our customers a full suite of financial products and
services through a broader range of channels, the Company will endeavor to
increase the number of products sold to each customer.  Sophisticated customer analysis tools will
enable the Company to target the marketing of these products more
effectively.  In addition, the Company
will undertake Company-wide marketing initiatives to increase non-interest
income through sales of investment products, trust services and insurance.

RECENTLY ANNOUNCED STRATEGY

On
March 22, 2001, the Company announced a series of strategic initiatives aimed
at improving customer service and strengthening the Companys position as a
provider of a broad range of financial services.  The Company announced a realignment of its service delivery
system through the sale or closure of 21 banking locations and centralizing the
Companys retail credit operations.  In
conjunction with the restructuring of the banking network, 21 eligible
management staff members have taken advantage of an early retirement program. In
addition, the Company expects a reduction of 65 employees, representing 2.4% of
the workforce.  The Company estimates
the net result of this restructuring will be a one-time charge against earnings
of approximately $5 million, or $.12 per share.  The charge is expected to be taken in the first quarter of 2001.

RECENT DIVESTITURES

On
March 22, 2001, the Company announced the sale of twelve banking
locations.  Eight offices in Arizona are
under contract to be sold to Stockmens Bank of Kingman, Arizona, three offices
in Nebraska will be sold to Security First Bank and one office in North Dakota
will be sold to Lincoln State Bank.  The
Company also announced the closure of nine banking locations.  Four offices to be closed are in markets
where the Company has multiple branches in the same location.

On
November 17, 2000, the Company completed the sale of its office in Fairplay,
Colorado to Peoples Bank, Leadville, Colorado. 
The Fairplay office was acquired by the Company on December 18, 1996 as
part of the Companys merger with Mountain Parks Financial Corporation.

In
2000 and 1998, the Company divested several offices that were acquired on
January 23, 1998, as part of the Company's purchase and assumption of 37
offices of three subsidiary banks of Banc One Corporation.  On February 11, 2000 the Company completed
its sale of its office in Richfield, Utah. 
On January 14, 2000, the Company completed the sale of its office in
Nephi, Utah. On June 12, 1998, the Company completed the sale of its office in
Ault, Colorado.

In
July, 1998, the Company sold the operating assets of its two sub-prime lending
subsidiaries.  In a cash transaction on
July 27, 1998, the Company sold seven loan production offices of Equity
Lending, Inc. (ELI) to FIRSTPLUS Financial Group, Inc.  On July 31, 1998, the Company also sold
servicing rights to the portfolio of automobile installment contracts
originated by Mountain Parks Financial Services, Inc. (MPFS) to Cygnet
Financial Services, Inc.  The Company
retained approximately $50 million in loans originated by ELI and servicing
rights on an additional $100 million in ELI loans sold to other parties.  The Company also retained approximately $50
million in auto installment contracts originated by MPFS.  ELI and MPFS were acquired in December 1996
as a result of the Company's merger with Mountain Parks Financial
Corporation.  In six separate
transactions in 1999, the Company sold a total of $11.4 million sub-prime
mortgages and $31.4 million in automobile installment contracts to other
organizations.  At December 31, 2000, the
Company had approximately $6 million in sub-prime mortgages and $49,000
representing the net value of the buy-backs of automobile installments
contracts.  The Company anticipates that
after the sale or liquidation of remaining subprime assets, it will not pursue
further sub-prime lending activities.

RECENT SIGNIFICANT ACQUISITIONS

The
Company made a number of significant acquisitions in 1999 and 1998, as outlined
below.  The details of these
acquisitions are described in the 2000 Annual Report to Shareholders in
Management's Discussion and Analysis under Merger and Acquisition Activity
and in the Notes to Consolidated Financial Statements under Business
Combinations and Divestitures, which are incorporated herein by reference.

On
December 21, 1999, the Company acquired River Bancorp, Inc.,  the bank holding company for Northland
Security Bank, headquartered in Ramsey, Minnesota.  On October 7, 1999, the Company acquired Valley National
Corporation, a publicly-held corporation and the bank holding company for Valle
de Oro Bank, National Association, headquartered in El Cajon, California, with
6 bank locations in Spring Valley, El Cajon, La Mesa and Santee,
California.  On August 7, 1998, the
Company acquired Guardian Bancorp, the bank holding company for Guardian State
Bank, headquartered in Salt Lake City, Utah, with banking offices in Salt Lake
City and Sandy, Utah.  On July 1, 1998,
the Company acquired Western Bancshares of Las Cruces, Inc., the bank holding company
for Western Bank, headquartered in Las Cruces, New Mexico with offices in
Anthony, Hatch and Las Cruces, New Mexico. 
On May 7, 1998, the Company acquired FNB, Inc., a two-bank holding
company headquartered in Greeley, Colorado with offices in Greeley and Fort
Collins, Colorado.  On April 30, 1998,
the Company acquired Pioneer Bank of Longmont, Longmont, Colorado, with five
banking offices in four Colorado communities. 
On April 3, 1998, the Company acquired Community Bancorp, Inc., the
parent company of Community First National Bank, Thornton, Colorado.  On January 23, 1998, the Company acquired 37
banking offices located in Arizona, Colorado and Utah from three subsidiary
banks of Banc One Corporation.

FORWARD-LOOKING
STATEMENTS

This annual report on Form 10-K and other
documents filed by the Company with the SEC contain forward–looking
statements under the Private Securities Litigation Reform Act of 1995 that are
subject to certain risks and uncertainties that could cause actual results to
differ materially from historical earnings or results from those presently
anticipated or projected.  The Company
wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made.   Forward–looking statements can be
identified by the fact that they do not relate strictly to historical or
current facts. They often include words such as "believe,"
"expect," "anticipate," "intend,"
"plan," "estimate," or words of similar meaning, or future
or conditional verbs such as "will," "would," "should,"
"could" or "may."

Forward-looking statements give the Company's
expectations or predictions of future conditions, events or results. They are
not guarantees of future performance. By their nature, forward–looking
statements are subject to risks and uncertainties. There are a number of
factors, many of which are beyond the Company's control, that could cause
actual conditions, events or results to differ significantly from those
described in the forward–looking statements. Factors that could cause
actual results to differ from the results discussed in forward-looking
statements include, but are not limited to:


  Risks related to the Companys acquisition
  strategy, including risks that of adversely changing results of operations
  and possible factors affecting the Companys ability to consummate further
  acquisitions;
  Risks of loans and investments, including
  dependence on local economic conditions;
  Competition for the Companys customers
  from other providers of financial services;
  Possible adverse effects of changes in
  interest rates;
  Balance sheet and critical ratio risks
  related to the Companys share repurchase program; and
  Other risks detailed in the Companys
  filings with the Securities and Exchange Commission, all of which are
  difficult to predict and many of which are beyond the control of the Company.Some of these factors are described in
greater detail below.

General Business and Economic Conditions.  The Company's business and financial results
are affected by general business and economic conditions in the United States
and abroad. These conditions include short–term and long–term
interest rates, inflation, monetary supply, fluctuations in both debt and
equity capital markets, and the condition of the U.S. economy, in general, and
the local economies in which the Company conducts business. Should economic
conditions worsen in the United States or abroad, the Company's business and
results could be adversely affected. For example, an economic downturn or
higher interest rates could decrease the demand for loans and other products
and services offered by the Company and/or increase the number of customers and
counter parties who become delinquent or who default on loans or other
obligations to the Company. An increase in defaults would result in a higher
level of charge–offs and a higher level of loan loss provision, which
could adversely affect the Company's earnings. Higher interest rates  also increase the Company's borrowing costs
and could increase the rate paid on deposits, which could more than offset, in
the Companys net interest margin, the increase in rates earned by the Company
on loans and investments.

Competition. The
Company operates in a competitive environment for its financial products and
services. The Company expects competitive pressures to increase due to
legislative, regulatory and technological changes and the continued
consolidation in the financial services industry. Investment banks and
insurance companies are competing with banks in traditional banking businesses
such as lending and consumer banking. Many of the Company's competitors are
larger and better capitalized than the Company, and have fewer regulatory
constraints and lower cost structures. 
The Company also expects the financial services industry to become even
more competitive as technological advances enable more companies to provide
financial services. The Company expects that the consolidation of the financial
services industry will result in larger, better-capitalized companies offering
a wide array of financial services and products. Furthermore, recent
legislative changes will increase competition in the financial services
industry.

Fiscal and Monetary Policies. The
Company's business and financial results are affected significantly by the
fiscal and monetary policies of the federal government and its agencies. The
Company is affected by the policies of the Federal Reserve Board, which
generally regulates the supply of money and credit in the United States. The
Federal Reserve Board's policies directly and indirectly influence the rate of
interest that commercial banks pay on their interest–bearing deposits and
can affect the value of financial instruments held by the Company. Those
policies also determine to a significant degree the Companys cost of funds for
lending and investing. Changes in those policies are beyond the Company's
control. Federal Reserve Board policies can also affect the Company's customers
and counter parties, potentially increasing the risk that customers and counter
parties may default on their obligations to the Company.

Recent Legislation.  
The Gramm–Leach–Bliley Act (the Act) permits affiliation
among banks, securities firms and insurance companies by creating a new type of
financial services company called a "financial holding company."
Financial holding companies may offer many kinds of financial services,
including banking, securities underwriting, insurance (both agency and
underwriting) and merchant banking. Under the Act, securities firms and
insurance companies that elect to become a financial holding company may
acquire banks and other financial institutions. The Act significantly changes
the competitive environment in which the Company conducts business.  The Act also imposes new restrictions on the
Companys use of customer financial information that could make it difficult or
costly for the Company to cross-sell banking, insurance and investment products
to its customers.

Mergers and Acquisitions. The
Company has in the past expanded its business in part by acquiring banks,
insurance agencies and other companies engaged in financial services. The
Company continues to explore opportunities to acquire banking institutions and
other companies. Discussions are continually being carried on related to such
acquisitions.  Generally, the Company
does not comment on such discussions or possible acquisitions until a
definitive agreement has been signed. A number of factors related to past and
future acquisitions could adversely affect the Company's business and financial
results, including those described above. In addition, the Company's
acquisitions generally are subject to approval by federal and, in some cases,
state regulatory agencies. The failure to receive required regulatory approvals
within the time frame or on the conditions expected by management could also
adversely affect the Company's business and earnings.

Other factors, such as credit, market,
operational, liquidity, interest rate and other risks are described elsewhere
in this report. Factors relating to the regulation and supervision of the
Company are also described or incorporated in the Company's 2000 Annual Report
to shareholders.  There are also other
factors besides those described or incorporated in this report on Form 10–K
that could cause actual conditions, events or results to differ from those
contained in the forward–looking statements. Forward–looking
statements speak only as of the date they are made. The Company does not
undertake to update forward–looking statements to reflect circumstances
or events that occur after the date the forward–looking statements are
made.

ADMINISTRATION OF BANKS

The
Company provides policy and management direction and specialized staff support
in general areas while relying on Bank managers for day-to-day operations,
customer service decisions and community relations.  The Company is responsible for policy-related functions, such as
supervisory credit review, audits, personnel policies and internal examination
activities.  Resource allocations for
administrative support by the Company are balanced to provide adequate support
services for the Banks' operations, while carefully controlling service costs
charged to the Banks.  The major areas
of administration are as follows:

CREDIT.  The Company's lending activities are guided
by the general loan policy established by the Board of Directors.  The Senior Credit Committee of the Company
has established loan approval limits for each region of the Company and Bank
office.  Amounts in excess of the
individual Bank lending authority are presented to the regional credit
officers.  Loans above $1,500,000 per
pass rated borrower, $1,000,000 per watch rated borrower and $250,000 per
classified borrower are presented to the Senior Credit Committee for
approval.  The Company's credit policy
establishes guidelines for approval of all credits, including loans and
purchased loans and loan participations. 
The credits of the Banks are subject to internal review by Bank officers
every 12 months.  The loan portfolios of
the Banks are subject to examination by the Company's credit examination staff
every 12 to 24 months, the frequency of which is based on a variety of factors,
including the credit quality of the institution.  The credit examination staff is also responsible for credit
review with respect to the assets of banks to be acquired by the Company.

FINANCE.  The Board of Directors of the Company has
established policies in the areas of asset/liability management, investments,
capital expenditures, accounting procedures and capital and dividend
management.  Policies are implemented
and monitored for compliance by the Chief Financial Officer and the
Asset/Liability Committee of the Company.

OPERATIONS.  Community First Service Corporation
(CFSC), a subsidiary of the Company, provides data processing and operations
support services to the Banks by contract. 
CFSC's system is designed to 
provide for all Bank and customer data-processing needs and can be expanded
to accommodate future growth and additional service applications.  In addition to its office facilities in
Fargo, North Dakota, CFSC also has a data processing facility in Golden,
Colorado. Additional expenditures for equipment, consistent with the increased
data processing volumes, would likely be necessary if additional significant
acquisitions occur during 2001.

MARKETING.  The Company is implementing a computer-based
data warehoused customer relationship management system that will enable the
Banks to deliver more value to their customers by focusing on the products and
services most relevant to each customer. 
It has also initiated a regular schedule of Company-wide sales campaigns
that will focus on individual products. 
The success of the first campaign, for an annuity product, demonstrated
the power of a focused marketing effort across the entire network.  Future Company-wide marketing efforts will
be aided by the enhanced online banking Web site that will be upgraded in 2001.

OTHER
SERVICES.  The Company provides other
services for the benefit of the Banks, such as outside professional services,
central human resources services, benefits administration, marketing guidance
and centralized purchasing of supplies.

INSURANCE AGENCIES

The Company currently owns and operates
insurance agencies located in 47 communities served by the
Banks through its direct subsidiary, Community First Insurance, Inc.  These agencies are primarily engaged in the
sale of property and casualty insurance and make some sales of other types of
insurance, such as life, accident and crop hail insurance.  The Company had commission revenue of $10.6
million in 2000.

OTHER ACTIVITIES

The
Company has steadily consolidated Banks located in each state into single
national bank charters with multiple locations.  On March 22, 2001, the Company announced that it completed the
consolidation of its remaining South Dakota state chartered bank into its
national bank, resulting in the completion of the consolidation of twelve bank
charters into one national charter.  On
August 29, 2000 the Company merged 11 of its existing national bank charters
into one national bank charter in order to increase efficiency and
performance.  Subsidiary Banks of the
Company in eight locations maintain trust departments, but their services are more
broadly available and the Company may expand its trust activities in the
future. Trust services are made available to customers in several locations
through local trust officers or by appointment with members of the trust
department.  In 1999, the Company
consolidated all of its trust activity administration in the trust department
in Fargo, North Dakota.

Although
the Company intends to maintain its focus on the banking business in its
targeted market areas, the Company will consider other permitted business
activities as opportunities arise.  The
non-interest income activities of the Company in insurance, trust and
securities sales are expected to become collectively a material revenue and
profit center of the Company within the next few years.  In March 1998, the Company entered into a
three-year agreement with INVEST Financial Corporation, a Delaware Corporation,
and INVEST Financial Corporation Insurance Agency, Inc. of Illinois (Invest)
under which the Banks would provide securities brokerage, insurance and
investment advisory services to the Company's customers through their centers
located within the Company's subsidiary bank branches.  The agreement provided for these companies
to share sales commissions with the Company pursuant to an agreed upon
commission schedule and requires them to perform various compliance and
administrative functions related to their securities and insurance activities.
Federal bank regulation permits bank holding companies to engage in other
limited activities, such as the distribution of certain types of securities,
and future changes in such regulation are expected to further expand the types
of activities in which the Company may engage.

In
February, 2001 the Companys agreement with Invest terminated, and the Company
entered into a similar arrangement with Primevest  Financial Services, Inc. 
In addition to full service brokerage, insurance and investment advisory
services, the Primevest agreement also provides the Companys customers with
online financial services to complement the Companys focus on technology
enhancements to improve product and service delivery.  The Primevest agreement is a three year agreement.

COMPETITION

Commercial banking is highly
competitive.  In the conduct of certain
aspects of their business, the Banks compete with other commercial
banks, savings and loan institutions, issuers of fixed income investments,
finance corporations, credit unions and money market funds, among other types
of institutions.  The Banks compete with
these institutions in such areas as obtaining new deposits, offering new types
of services and setting loan rates and interest rates on various types of
deposits, as well as other aspects of the banking business.  Management believes community residents and
businesses prefer to deal with local banks and the Banks have generally been
able to compete successfully in their respective communities because of the
Company's emphasis on local ownership and the autonomy of Bank management in
community relations.  At the same time,
the Company provides the Banks with the advantages of centralized sophisticated
administration and the opportunity to make larger loans and diversify their
lending activity through Bank group participations.  Further, because most of the Banks have a significant market
share in the communities they serve, the Company believes the Banks can, to a
degree, influence deposit and loan pricing in their markets and are subject to
less competition based on deposit and loan pricing than would be the case in
larger metropolitan markets with more competitors.  However, the Banks have experienced increased price competition
from credit unions and brokerage firms in certain market areas in recent
periods.  Recent changes in government
regulation of banking, particularly the legislation which removes restrictions
on interstate banking and permits interstate branching, or legislation in
certain states to permit statewide branching, may increase competition by both
out-of-state and in-state banking organizations and by other financial
institutions.  See Supervision and
Regulation, below.  The Banks compete
with other financial institutions, including government lending agencies, for
high quality loans and the Company competes with securities and insurance firms
and other banking institutions in the non-interest income activities of
insurance, securities sales and trust activities in the Banks' market areas and
for purchases of loan assets and investment assets.  While management believes the Banks will continue to compete successfully
in their communities, there is no assurance that future competition will not
adversely affect the Banks' earnings.

EMPLOYEES

The
Company had 2,667 employees at December 31, 2000, including 2,095 full-time
employees and 572 part-time employees. 
Of these individuals, 207 were employed at the holding company level,
1,988 (including 1,529 full-time employees) were employed at the Bank level,
350 were employed by CFSC and 122 were employed by CII and CFIA.

SUPERVISION AND REGULATION

GENERAL.  As a bank holding company, the Company is subject
to supervision and examination by the Board of Governors of the Federal Reserve
System under the Bank Holding Company Act of 1956, as amended (the BHC
Act).  The Company's national bank
subsidiary is regulated by the Office of the Comptroller of the Currency
(OCC).  The deposits of the Company's
banking subsidiary is insured by the Bank Insurance Fund (BIF), which
subjects the subsidiary to regulation by the Federal Deposit Insurance
Corporation (FDIC).  In addition to
the impact of direct regulation, commercial banks are affected significantly by
action taken by the Federal Reserve Board with respect to the money supply and
credit availability.

The
Company has other financial services subsidiaries that are subject to
regulation by the Federal Reserve Board and other applicable federal and state
agencies.  For example, the Company's
insurance subsidiary is subject to regulation by the state insurance licensing
and regulatory agencies having jurisdiction in each office location.

FINANCIAL MODERNIZATION.  On November 12, 1999, the Gramm-Leach-Bliley
Financial Modernization Act of 1999 (the GLB Act) became law.  The GLB Act repealed provisions of the
Glass-Steagall Act of 1933 and extensively revised the Bank Holding Company Act
of 1956 by significantly expanding the range of permissible activities of banks
and bank holding companies and permitting affiliations of banking, insurance
and securities organizations.  The GLB
Act included an extensive schedule of required implementing regulations over
the 18 months following enactment, which will better define the law's scope and
effect.  The Company continues to review
the implications of the GLB Act on its business activities.

HOLDING
COMPANY REGULATION.  The Company is a
bank holding company within the meaning of the BHC Act.  As a result, the Company's activities are
subject to certain limitations under the BHC Act, and transactions between the
Company and its affiliates are subject to certain restrictions.  Further, the Company is required to file
periodic reports with the Federal Reserve Board and is subject to regular
examination.  As a matter of policy, the
Federal Reserve Board expects a bank holding company to act as a source of
financial and managerial strength to each of its subsidiary banks and to commit
capital and other resources to support each subsidiary bank.  The Federal Reserve Board has the authority
to issue cease and desist orders against the Company if the Federal Reserve
Board determines that actions by the Company are unsafe, unsound or violate the
law.  Under certain circumstances, stock
redemptions and dividends or distributions by the Company with respect to its
equity securities may be considered unsafe or unsound practices.

Under
the BHC Act, the Company must obtain prior Federal Reserve Board approval
before the Company acquires direct or indirect ownership or control of 5% or
more of the voting stock of any bank or bank holding company, or the Company
merges or consolidates with another bank holding company.  Further, the bank holding company is
generally prohibited from acquiring direct or indirect ownership or control of
a company that is not a bank or bank holding company, unless (i) the Federal
Reserve Board has, by order or regulation, determined that the proposed non-banking
activity is so closely related to banking or managing or controlling banks as
to be a proper incident thereto, or (ii) the Company elects to become a
financial holding company under the GLB Act and the proposed non-banking
activity is a financial activity, within the terms of the GLB Act, or an
incidental or complementary activity, as determined by order or regulation
of the Federal Reserve Board and the Office of the Comptroller of the
Currency.  In reviewing any application
or proposal by a bank holding company, the Federal Reserve Board is required to
consider the financial and managerial resources and future prospects of the
bank holding company and the banks concerned, the convenience and needs of the
community to be served, as well as the probable effect of the transaction upon
competition.

BANK
REGULATION.  The banks are subject to
detailed federal and state laws and regulation.  The national bank subsidiary of the Company is primarily
supervised by the OCC, a bureau of the United States Department of the
Treasury.  The OCC regularly examines
national banks in such areas as reserves, loans, investments, trust services,
management practices, compliance with the Community Reinvestment Act and other
aspects of bank operations and policies. 
These examinations are designed for the protection of the deposit
insurance system and the enforcement of federal and state laws and regulations
and not for the shareholders of the Company. 
In addition to undergoing these regular examinations, national banks
must furnish quarterly reports to the OCC containing detailed and accurate
financial statements and schedules.

Federal
and state banking laws and regulations govern, among other things, the scope of
a bank's business and investments a bank may make, reserves
a bank must maintain, loans a bank may make and the collateral it takes,
activities of banks with respect to mergers and consolidations and the
establishment and closure of branches. 
The OCC, in the case of national banks, is the primary federal
regulatory authority under the Financial Institutions Supervisory Act, and is
thereby provided authority under that Act to impose penalties, initiate civil
and administrative actions and take other steps intended to prevent a bank from
engaging in an unsafe or an unsound practice in the conduct of its business.

With
the adoption of the Financial Institutions Reform, Recovery and Enforcement Act
of 1989, the Federal Deposit Insurance Corporation Improvement Act of 1991
(FDICIA) and the Interstate Banking and Branching Efficiency Act of 1994
(IBBEA), Congress made comprehensive revisions to the bank regulatory and
funding provisions of the Federal Deposit Insurance Act.  Under FDICIA and the IBBEA, the primary regulatory
authorities are required to take prompt corrective action with respect to
depository institutions insured by the FDIC that do not meet the criteria for
classification as either well capitalized or adequately capitalized, based
upon the institution's leverage ratio, risk–adjusted Tier 1 capital ratio
and risk–adjusted total capital ratio. 
As of December 31, 2000, all of the Company's banking subsidiaries were
classified as well capitalized. 
Under-capitalized depository institutions are subject to a wide range of
limitations in operations and activities, including capital distributions,
payment of management fees, and limitations upon institution growth.

FDICIA,
as amended by IBBEA, directs each primary federal regulatory agency to
establish regulations or guidelines relating to operational and managerial
standards.  The federal banking agencies
have published final rules implementing the safety and soundness standards
required by FDICIA in the areas of internal controls and information systems,
internal audit systems, loan documentation, asset growth, asset quality,
earnings and compensation, fees and benefits. The impact of such standards on
the Company has not been material.

FDIC
INSURANCE.  The FDIC insures deposits of
the Banks up to the prescribed limit per depositor through the BIF, and the
amount of FDIC assessments paid by each BIF member institution is based upon
its relative risk of default as measured by regulatory capital ratios and other
factors.  The BIF assessment rate currently
ranges from zero to 27 cents per $100 of domestic deposits.  Under current FDIC assessment guidelines,
the Company expects that it will not incur any FDIC deposit insurance
assessments during the next fiscal year, although the current system for assigning
assessment risk classification to insured depository institutions is being
reviewed by the FDIC and the deposit insurance assessments are subject to
change.  The Company is subject to
separate assessments to repay bonds (FICO bonds) issued in the late 1980s to
recapitalize the former Federal Savings and Loan Insurance Corporation.  The assessment for the payments on the FICO
bonds for the quarter beginning January 1, 2001 is 1.96 basis points for
BIF-assessable deposits.  As of December
31, 2000, each of the Banks qualified for the lowest BIF assessment rate.

FDIC
insurance on deposits may be terminated by the FDIC, after notice and hearing,
upon a finding by the FDIC that the insured bank has engaged or is engaging in
unsafe or unsound practices, or is in an unsafe or unsound condition to continue
operations as an insured bank, or has violated any applicable law, regulation,
rule or order of or condition imposed by or written agreement entered into with
the FDIC.

EXECUTIVE
OFFICERS

The
executive officers of the Company are as follows:

Name
  Age
  PositionDonald R. Mengedoth
  56
  Chairman of the BoardMark A. Anderson
  44
  President and Chief Executive OfficerRonald K. Strand
  54
  Vice Chairman - Chief Operating OfficerDavid A. Lee
  57
  Vice Chairman - Regional BankingCraig A. Weiss
  39
  Senior Vice President - Chief Financial
  OfficerThomas R. Anderson
  45
  Senior Vice President - Treasury and
  TreasurerRobert W. Jorgensen
  53
  Senior Vice President - Wyoming Region
  PresidentKeith A. Dickelman
  46
  Senior Vice President  Eastern Colorado
  Region PresidentDaniel M. Fisher
  46
  Chief Information Officer, President and
  Chief Executive Officer of Community First Service CorporationThomas E. Hansen
  48
  Senior Vice President - Central Region
  PresidentBruce A. Heysse
  49
  Senior Vice President  - Credit AdministrationThomas A. Hilt
  58
  Senior Vice President - Chief
  Administrative OfficerGary A. Knutson
  53
  Senior Vice President - Eastern Region
  PresidentCharles A. Mausbach
  49
  Senior Vice President - Southwestern Region
  PresidentHarriette S. McCaul
  50
  Senior Vice President  Manager of Human
  ResourcesBradley J. Rasmus
  39
  Senior Vice President  Regional PresidentPatricia J. Staples
  45
  Senior Vice President  Director of Market
  DevelopmentDonald R. Mengedoth has been Chairman of
the Board and a director of the Company since its organization in 1986.  Until March 1, 2000, he had also served as
President and Chief Executive Officer of the Company.  Under an Employment Agreement entered into
on March 1, 2000, Mr. Mengedoth will serve as Chairman of the Board of
Directors from March 1, 2000 to December 31, 2002.  Mr. Mengedoth was Senior Vice President of First Bank System,
Inc. (FBS), currently known as U.S. Bancorp, from 1982 to 1987 and has worked
in the banking business since 1966, including management positions in retail
banking operations, human resources and commercial lending.  From 1984 to 1987, Mr. Mengedoth was
Regional Managing Director of FBS.  From
1979 to 1982, Mr. Mengedoth was Vice President - Operations for FBS.  Prior to that time, he was Senior Vice
President of First Bank Milwaukee.  He
is President of the American Bankers Association.

Mark
A. Anderson was appointed President and Chief Executive Officer of the Company
on March 1, 2000.  He has been Vice
Chairman - Corporate Services of the Company since October 1998, Chief
Financial Officer, Secretary and Treasurer of the Company since it began
operation in 1986 and Chief Information Officer since February
1998.  He was Vice President and
Regional Controller for FBS from 1984 to 1987. 
From 1979 to 1984, he held various positions with FBS-affiliated banks
in the finance and credit analysis areas. 
Mr. Anderson is a Chartered Financial Analyst and a Certified Management
Accountant.

Ronald
K. Strand was appointed Chief Operating Officer of the Company on March 1,
2000.  He had been Vice Chairman -
Financial Services Division since October 1998.  Mr. Strand was Executive Vice President - Banking Group since
February 1993 and  was previously Senior
Vice President and Region Manager for South Dakota and North Dakota for the
Company from January 1991 to February 1993. 
Previously, Mr. Strand had been Vice President and Regional Manager for
the Company and President, Chief Executive Officer and a director of the
Company's affiliate bank in Wahpeton, North Dakota since 1988.  Prior to his affiliation with the Company,
he served as President and Chief Executive Officer of Norwest Bank of North
Dakota, N.A., Wahpeton, from 1985 until 1988. 
He was employed by Norwest for a total of 15 years, having previously
worked in Norwest banks in Jamestown, North Dakota, and Moorhead, Minnesota.

David
A. Lee was appointed Vice Chairman - Regional Banking on March 1, 2000.  He had been Executive Vice President of
Regional Banking of the Company since October 1998.  Mr. Lee was previously Senior Vice President and Eastern Region
Manager and had been a Region Manager of the Company since 1988.  He was President and Chief Executive Officer
and a director of the Company's affiliate bank in Little Falls from 1987 to
January 1991.  Mr. Lee held various
positions with FBS from 1966 to 1987.

Craig
A. Weiss was appointed Chief Financial Officer on March 1, 2000 and has been
Senior Vice President - Finance of the Company since February 1998.  He was previously Vice  President Finance of the Company from 1988
to 1997 and Finance and Accounting Manager from 1987 to 1988.  Prior to 1987, he was employed by First Bank
System, most recently as a Regional Financial Analyst.  Mr. Weiss is a Certified Public Accountant.

Thomas
R. Anderson was appointed Treasurer of the Company on March 1, 2000 and has
been Senior Vice President - Treasury since February 1998.  He was previously Vice President/Funds
Manager of the Company from 1988 to 1997 and Funds Management Officer from 1987
to 1988.  Prior to 1987, he was employed
by Norwest Corporation for seven years, most recently as a Senior Financial
Analyst.

Robert
W. Jorgensen has been Senior Vice President - Wyoming Region President since
January 1999.  He was previously
President of Community First National Bank, Paynesville, Minnesota from 1989 to
1998.

Keith
A. Dickelman has been Senior Vice President - Eastern Colorado Region President
since January 1998.  He was previously
President of Community First National Bank, Fergus Falls, Minnesota from 1995
to 1997 and from 1992 to 1995 served as a Senior Loan Officer and Senior Vice
President of Community First National Bank, Fargo, North Dakota.

Daniel
M. Fisher was appointed Chief Information Officer of the Company on March 1,
2000.  He has been President and Chief
Executive Officer of Community First Service Corporation since October 1998 and
previously served as Executive Vice President - Bank Operations at the
subsidiary.  Mr. Fisher was previously
District Manager and Senior Vice President of Fiserv Inc., a financial services
data and item processor from October 1996 to September 1998.  Prior to that, he served as Senior Vice
President and Operations Manager of Norwest Bank Minnesota, N.A. from August
1988 to October 1996.

Thomas
E. Hansen has been Senior Vice President - Central Region President since April
1993.  He also served as President,
Chief Executive Officer and a director of the Company's affiliate bank in
Fargo, North Dakota from April 1993 to December 1996.  Previously, he was employed by Norwest Bank Fargo for 19 years,
most recently as President.

Bruce
A. Heysse was appointed Senior Vice President  Credit Administration in
February 2001.  Previously he was Senior
Vice President  - Acquisitions and
Integration from July 1996 to January 2001. He was Senior Vice President and
Integration Manager of the Company from November 1995 to June 1996.  He was Vice President and Senior Credit
Officer of the Company from 1987 to November 1995.  He began his banking career at the Company's affiliate bank in
Wahpeton, North Dakota, and had a total of 11 years of banking experience prior
to joining the Company.

Thomas
A. Hilt has been Senior Vice President - Chief Administrative Officer of the
Company since 1987 and President of Community First Service Corporation, the
Company's data processing subsidiary, since 1988.  He was Vice President and Manager - Operations Support for the
Regional Division of FBS from 1984 to 1987. 
Prior to 1984, he held various positions with FBS since 1967, including
responsibility for systems development, programming, audit and examination
functions.

Gary
A. Knutson has been Senior Vice President - Eastern Region President since July,
1996 and previously was Senior Vice President and Western Region Manager of the
Company since September 1993.  He was
President, Chief Executive Officer and a director of the Company's affiliate
bank in Wahpeton, North Dakota from January 1991 to September 1993.  He began his banking career at the Company's
affiliate bank in Lidgerwood, North Dakota, and had a total of 14 years of
banking experience prior to joining the Company.

Charles
A. Mausbach has been Senior Vice President - Southwestern Region President
since March1998.  He was
President of Community First National Bank, Worthington, Minnesota from October
1992 to February 1998.

Harriette
S. McCaul, Ph.D., has been Senior Vice President  Manager of Human Resources
since February 1997.  Previously, she
was the Dean of the College of Business Administration at North Dakota State
University in Fargo, North Dakota.  She
joined NDSU in 1983 and held various teaching and administrative positions in
the Business Department and human resources area.  Prior to that time, she was an instructor at Moorhead State
University, Moorhead, Minnesota, and the director of faculty and staff benefits
at the University of Kansas.

Bradley J. Rasmus was appointed Senior
Vice President  Regional President in February2001.  Previously he was Senior Vice President -
Financial Services from February 1999 to January 2001.  He was previously Vice President &
Financial Services Sales Manager.  Mr.
Rasmus has been employed with the Company since 1995.  From 1992 until 1995, he was Regional Vice President of Account
Development for Richard Leahy Corporation, a financial services company.

Patricia
J. Staples has been Senior Vice President  Director of Market Development
since July 1994.  She is also a director
of Community First Service Corporation. 
Previously, Ms. Staples was employed as the public relations manager
with MeritCare Health System in Fargo, North Dakota for 10 years.

ELECTION.  The Company's officers are elected by the
Board of Directors.  The officers serve
until their successors are elected or until their earlier resignation, removal
or death.

ITEM 2. 
PROPERTIES

In
January 1996, the Company formed a new subsidiary, Community First Properties,
Inc. (CFPI), for the purpose of acquiring and owning the space currently
occupied by the Company.  CFPI owns all
of the portions of the office building not owned by the Company's Bank
subsidiary at 520 Main Avenue, Fargo, North Dakota.

The
Company maintains its offices at 520 Main Avenue, Fargo, North Dakota, consisting
of approximately 45,000 square feet at an annual rental of $615,000, payable to
its subsidiary, CFPI.  The Company
believes these facilities will be adequate for the foreseeable future.  The Company also utilizes office space at
affiliate banks located in Denver, Colorado and Cheyenne, Wyoming as well as
leasing approximately 4,000 square feet of office space in Phoenix, Arizona at
an annual rental of approximately $89,000. 
Each of the Banks owns its main office and those of its branches, and
these facilities range in size from approximately 1,200 to 36,000 square
feet.  During 1997, the Company
constructed and owns a 47,000 square foot two-story building in Fargo, North
Dakota which is leased to CFSC.

ITEM 3. 
LEGAL PROCEEDINGS

From
time to time, the Company and its subsidiaries are subject to various legal
actions and proceedings in the normal course of business, some of which may
involve substantial claims for compensatory damages.  In some cases, these actions and proceedings relate in whole or
in part to activities of banks prior to their acquisition and may be covered by
agreements of former owners of these banks to indemnify the Company.  Although litigation is subject to many
uncertainties and the ultimate exposure with respect to current matters cannot
be ascertained, management does not believe that the final outcome will have a
material adverse effect on the financial condition of the Company.

ITEM 4. 
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5.  MARKET FOR REGISTRANT'S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Information
as to the principal market on which the Company's common stock is traded,
market price information for the common stock of the Company, the approximate
number of holders of record as of the most recent practicable date, and the
Company's dividend policy is incorporated herein by reference from the inside
back cover of the 2000 Annual Report to Shareholders, and attached hereto as
Exhibit 13.1.

ITEM 6. 
SELECTED FINANCIAL DATA

Selected
financial data for the five years ended December 31, 2000, consisting of data
captioned Financial Highlights on page 2 of the 2000 Annual Report to
Shareholders, Consolidated Statement of ConditionFive-Year Summary on page
44 of the Annual Report and Consolidated Statement of Income-Five Year
Summary on page 45 of the Annual Report are incorporated herein by reference,
and attached hereto as Exhibit 13.1.

ITEM 7. 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Management's
Discussion and Analysis of Financial Condition and Results of Operations on
pages 15 through 26 of the 2000 Annual Report to Shareholders is incorporated
hereby by reference, and attached hereto as Exhibit 13.1.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK

The information set forth on pages 15 through
26 of the 2000 Annual Report to Shareholders under the caption Management's
Discussion and Analysis - Results of Operations, Financial Condition and  Asset/Liability Management is incorporated
herein by reference, and attached hereto as Exhibit 13.1.

ITEM 8. 
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The
Consolidated Statements of Financial Condition of the Company as of December
31, 2000 and 1999, and the related Consolidated Statements of Income,
Consolidated Statements of Comprehensive Income, Shareholders' Equity and Cash
Flows for each of the three years ended December 31, 2000, the Notes to the
Consolidated Financial Statements and the Report of Ernst & Young LLP, independent
auditors, contained in the Company's 2000 Annual Report to Shareholders on
pages 27 through 43 are incorporated herein by reference, and attached hereto
as Exhibit 13.1.



ITEM
9.  CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT

The
information set forth in the Company's 2001 Proxy Statement under the captions
Election of Directors and Section 16(a) Beneficial Ownership Reporting Compliance
is incorporated herein by reference. 
Information regarding the executive officers of the Company is included
under separate caption in Part I of this Form 10-K.

ITEM 11. 
EXECUTIVE COMPENSATION

The
information set forth in the 2001 Proxy Statement under the caption Executive
Compensation is incorporated herein by reference, except that information
under the captions Compensation Committee Report on Executive Compensation
and Comparative Stock Performance is not so incorporated.

ITEM 12. 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The
information set forth in the 2001 Proxy Statement under the caption Security
Ownership of Principal Shareholders and Management is incorporated herein by
reference.

ITEM 13. 
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The
information set forth in the 2001 Proxy Statement under the caption Certain
Transactions is incorporated herein by reference.

PART IV

ITEM 14.  EXHIBITS, FINANCIAL
STATEMENT SCHEDULES AND REPORTS ON FORM8-K



(a)
  DOCUMENTS FILED AS PART OF THIS FORM 10-K:1.
  FINANCIAL STATEMENTS.  See Item 8, above and Exhibit 13.1.2.
  FINANCIAL STATEMENT SCHEDULES.  All financial statement schedules are
  omitted as the required information is inapplicable or the information is presented
  in the financial statements or related notes.3.
  PRO FORMA FINANCIAL INFORMATION.  None.(b)
  REPORTS ON FORM 8-K.None.(c)
  EXHIBITS.Exhibit Number
  Description2.1
  Agreement and Plan of Reorganization dated
  as of June 25, 1996 between the Registrant and Mountain Parks Financial Corp.
  (incorporated by reference to the Appendix to the Registrant's Joint Proxy
  Statement with Mountain Parks Financial Corp. included in the Registration
  Statement on Form S-4 [File No. 333-14439], as declared effective by the
  Commission on November 7, 1996).2.2
  Stock Purchase Agreement dated as of
  February 18, 1997 by and among the Registrant, KeyCorp and Key Bank of the
  Rocky Mountains, Inc. (incorporated by reference to Exhibit 2.8 to the
  Registrant's Amendment No. 1 to its Annual Report on Form 10-K for the fiscal
  year ended December 31, 1996, filed with the Commission as of May 8, 1997
  [the 1996 Form 10-K])2.3
  Restated Agreement and Plan of Merger dated
  as of August 22, 1997, including Agreement and First Amendment to Agreement
  dated as of the same date, between the Registrant and First National Summit
  Bankshares, Inc. (incorporated by reference to Appendices A and B to the
  Proxy Statement-Prospectus contained in the Registrant's Registration
  Statement on Form S-4 [File No. 333-38997] filed with the Commission on
  October 29, 1997).2.4
  Restated Agreement and Plan of Merger dated
  as of August 28, 1997 between the Registrant and Republic National Bancorp,
  Inc. (incorporated by reference to Appendix A to the Proxy
  Statement-Prospectus contained in the Registrant's Registration Statement on
  Form S-4 [File No. 333-38225] filed with the Commission on October 20, 1997).2.5
  Office Purchase and Assumption Agreement
  dated as of the 10th day of September, 1997 by and between Bank
  One, Arizona, National Association, Bank One, Colorado, National Association,
  Bank One, Utah, National Association and the Registrant, (incorporated by
  reference to Exhibit 2.6 to the Registrant's Registration Statement on Form
  S-4 [File No. 333-36091], filed with the Commission on September 22, 1997).2.6
  Agreement and Plan of Merger dated as of
  November 6, 1997, among the Registrant, Community First National Bank and
  Pioneer Bank of Longmont (the Parties)(incorporated by reference to Exhibit
  2.7 to the Registrant's Registration Statement on Form S-4 [File No.
  333-37527], filed with the Commission on November 21, 1997), and as amended
  by First Amendment to Agreement and Plan of Merger dated as of the 19th
  day of December, 1997, by and among the Parties (incorporated by reference to
  Appendix B to the Proxy Statement-Prospectus contained in the Registrant's
  Registration Statement on Form S-4 [File No. 333-48825] filed with the
  Commission on March 31, 1998).2.7
  Agreement and Plan of Merger dated as of
  January 8, 1998 by and between the Registrant and Community Bancorp, Inc.
  (incorporated by reference to Exhibit 2.14 to the Registrant's Registration
  Statement on Form S-4 [File No. 333-49367] filed with the Commission on June
  9, 1998 (the June 1998 Form S-4)), and as amended by First Amendment to
  Agreement and Plan of Merger, dated as of the 9th day of March,
  1998, between the Registrant and Community Bancorp, Inc. (incorporated by
  reference to Exhibit 2.15 to the June 1998 Form S-4).2.8
  Agreement and Plan of Merger dated as of
  April 2, 1998 between the Registrant and Western Bancshares of Las Cruces,
  Inc. (incorporated by reference to Exhibit 2.16 to the June 1998 Form S-4).2.9
  Agreement and Plan of Merger dated as of
  May 18, 1998 between the Registrant and Guardian Bancorp. (incorporated by
  reference to Exhibit 2.17 to the June 1998 Form S-4).2.10
  Agreement and Plan of Merger dated as of
  January 12, 1998 between the Registrant and FNB, Inc. (incorporated by reference
  to Exhibit 2.16 to the June 1998 Form S-4).2.11
  Agreement and Plan of Merger dated as of
  May 10, 1999 between the Registrant and Valley National Corporation
  (incorporated by reference to Appendix A to the Registrant's Registration
  Statement on Form S-4 [File No. 333-84843], as amended, filed with the
  Commission on August 31, 1999.2.12
  Agreement and Plan of Merger dated as of
  July 26, 1999, between the Registrant and River Bancorp, Inc., (incorporated
  by reference to Exhibit 2.12 to the 2000 10-K) including Assignment and First
  Amendment to Agreement and Plan of Merger dated as of November 30, 1999.3.1
  Restated Certificate of Incorporation of
  the Registrant (incorporated by reference to Exhibit 3.1 to the 1996 Form
  10-K), as amended by a Certificate of Amendment to the Registrant's
  Certificate of Incorporation as filed with the Delaware Secretary of State on
  May 7, 1998 (incorporated by reference to Exhibit 3.1 to the Registrant's
  Annual Report on Form 10-K, as amended, for the fiscal year ended December
  31, 1998 [the 1998 Form 10-K]).3.2
  Bylaws of the Registrant (incorporated by
  reference to Exhibit 3.2 to the Registrant's Registration Statement on Form
  S-1 [File No. 33-41246], as declared effective by the Commission on August
  13, 1991 [the 1991 S-1]).4.1
  Certificate of Designations, Preferences
  and Rights of Series A Junior Participating Preferred Stock of the Registrant
  (incorporated by reference to Exhibit A to Exhibit 1 to the Registrant's
  Registration Statement on Form 8-A, filed with the Commission on January 9,
  1995 [the Form 8-A]).4.2
  Form of Rights Agreement dated as of
  January 5, 1995, between the Registrant, and Norwest Bank Minnesota, National
  Association (Norwest Bank), which includes as Exhibit B thereto the form of
  Rights Certificate (incorporated by reference to Exhibit 1 to the Form 8-A.)4.3
  Subordinated Indenture dated February 5,
  1997, between the Registrant and Wilmington Trust Company, as Indenture
  Trustee, including form of Junior Subordinated Indenture (incorporated by
  reference to Exhibit 4.1 to the Registrant's Registration Statement on Form
  S-3 [File No. 333-19921] filed with the Commission as of January 30, 1997
  [the 1997 CFB Capital I Form S-3]).4.4
  Amended and Restated Trust Agreement of CFB
  Capital I dated February 5, 1997, including Form of Capital Security
  Certificate of CFB Capital I (incorporated by reference to Exhibit 4.5 to the
  1997 CFB Capital I Form S-3).4.5
  Capital Securities Guarantee Agreement
  dated as of February 5, 1997, between the Registrant and Wilmington Trust
  Company as Trustee (incorporated by reference to Exhibit 4.7 to the 1997 CFB
  Capital I Form S-3).4.6
  Indenture dated June 24, 1997 relating to
  the Registrant's 7.30% Subordinated Notes Due 2004 (the New Notes) between
  the Registrant and Norwest Bank, as trustee (incorporated by reference to
  Exhibit 4.1 to the Registrant's Registration Statement on Form S-4 [File No.
  333-36091] as declared effective by the Commission on November 10, 1997 [the
  1997 Subordinated Note Form S-4]).4.7
  Subordinated Indenture dated December 10,
  1997, between the Registrant and Wilmington Trust Company, as Indenture
  Trustee, including form of Junior Subordinated Indenture (incorporated by
  reference to Exhibit 4.1 to the Registrant's Registration Statement on Form
  S-3 [File No. 333-37521] as declared effective by the Commission on December
  4, 1997 [the 1997 CFB Capital II Form S-3]).4.8
  Amended and Restated Trust Agreement of CFB
  Capital II dated December 10, 1997, including Form of Capital Security
  Certificate of CFB Capital II (incorporated by reference to Exhibit 4.5 to
  the 1997 CFB Capital II Form S-3).4.9
  Capital Securities Guarantee Agreement
  dated as of December 10, 1997, between the Registrant and Wilmington Trust
  Company as Trustee (incorporated by reference to Exhibit 4.7 to the 1997 CFB
  Capital II Form S-3).10.1
  2000 Annual Incentive Plan for Holding
  Company Management.*10.2
  Restated 1987 Stock Option Plan
  (incorporated by reference to Exhibit 10.7 to the Registrant's Registration
  Statement on Form S-8 [File No. 33-46744], as declared effective by the
  Commission on May 6, 1992).*10.3
  Form of Tax Sharing Agreement between the
  Registrant and each of its subsidiary Banks (incorporated by reference to
  Exhibit 10.3 to the Registrant's Annual Report on Form 10-K for the year
  ended December 31, 1995 [the 1995 Form 10-K]).10.4
  Form of Service Agreement for Data
  Processing between Community First Service Corporation and each of the
  subsidiary Banks of the Registrant (incorporated by reference to Exhibit 10.4
  to the 1995 Form 10-K).10.5
  Form of Bank Services Agreement between the
  Registrant and each of its subsidiary Banks (incorporated by reference to
  Exhibit 10.5 to the 1995 Form 10-K).10.6
  Form of Agency Agreement between the
  Registrant and each of its subsidiary Banks, and Assignment of Agency
  Agreement and Second Assignment of Agency Agreement, which assign the
  Registrant's interest in the Agency Agreement to Community First Financial,
  Inc. (relating to the Registrant's subsidiary Banks) (incorporated by
  reference to Exhibit 10.6 to the 1995 Form 10-K).10.7
  Lease dated April 27, 1993, between
  Community First Properties, Inc. (formerly Fargo Tower Partners) and the
  Registrant (incorporated by reference to Exhibit 10.11 to the Registrant's
  Annual Report on Form 10-K for the year ended December 31, 1994).10.8
  Promissory Note dated July 14, 1997 (Term
  Note) in the principal amount of $30,000,000, issued to Norwest Bank, as
  Agent, on behalf of Harris Trust and Savings Bank (Harris), Bank of America
  National Trust and Savings Association (Bank of America) and Norwest
  (incorporated by reference to Exhibit 10.8 to Registrant's Amendment No. 1 to
  its Annual Report on Form 10-K for the year ended December 21, 1997 [the
  1997 Form 10-K]).10.9
  Promissory Notes dated July 14, 1997
  (Current Notes), each in the principal amount of $8,333,333.33, issued to
  each of Harris, Bank of America and Norwest (incorporated by reference to
  Exhibit 10.9 to the 1997 Form 10-K).10.10
  Credit Agreement dated July 14, 1997 among
  the Company, Harris, Bank of America, Norwest as a lender, and Norwest as
  Agent (incorporated by reference to Exhibit 10.10 to the 1997 Form 10-K).10.10.1
  Amended and Restated Credit Agreement dated
  as of April 30, 1999 between the Company, Harris Trust and Savings Bank and
  Wells Fargo National Association.10.10.2
  First Amendment dated April 21, 2000 to
  Amended and Restated Credit Agreement dated April 30, 1999 between the
  Company and Harris Trust and Savings Bank and Wells Fargo National
  Association.10.10.3
  Second Amendment dated December 22, 2000 to
  Amended and Restated Credit Agreement dated as of April 30, 1999 between the
  Company and Harris Trust and Savings Bank and Wells Fargo National
  Association.10.10.4
  Current note dated December 22, 2000 in the
  principal amount of 35,000,000 issued to Wells Fargo Bank Minnesota, National
  Association.10.11
  Form of Indemnification Agreement entered
  into by and between the Registrant and the Registrant's officers and
  directors (incorporated by reference to Exhibit 10.33 to Registrant's Annual
  Report on Form 10-K for the year ended December 31, 1992 [the 1992 Form
  10-K]).10.12
  1996 Stock Option Plan, as approved by the
  Board of Directors on February 6, 1996 (incorporated by reference to Exhibit
  10.15 to the 1995 Form 10-K),and as amended by resolution of the
  Board of Directors on February 1, 1999 (incorporated by reference to Exhibit
  10.12 to the 1998 Form 10-K).10.13
  Supplemental Executive Retirement Plan,
  effective as of August 1, 1995 (incorporated by reference to Exhibit 10.13 to
  the 1997 Form 10-K).*10.14
  Registrant's Deferred Compensation Plan for
  Members of the Board of Directors, effective August 1, 1993, including First
  Amendment to the Registrant's Deferred Compensation Plan for Members of the
  Board of Directors, effective as of February 1, 1999 (incorporated by
  reference to Exhibit 10.14 to the Registrant's Annual Report on Form 10-K for
  the year ended December 31, 1998 [the 1998 Form 10-K]).10.15.1
  Change in Control Severance Agreement dated
  December 1, 1998 between the Registrant and Donald R. Mengedoth (incorporated
  by reference to Exhibit 10.15.1 to the 1998 Form 10-K).*10.15.2
  Change in Control Severance Agreement dated
  December 1, 1998 between the Registrant and Mark A. Anderson (incorporated by
  reference to Exhibit 10.15.2 to the 1998 Form 10-K).*10.15.3
  Form of Change in Control Severance
  Agreement dated December 1, 1998 between the Registrant and Messrs. David A.
  Lee, Ronald K. Strand and Bruce A. Heysse (incorporated by reference to
  Exhibit 10.15.3 to the 1998 Form 10-K).*10.15.4
  Form of Change in Control Severance
  Agreement dated December 1, 1998 between the Registrant and Registrant's
  executive officers (incorporated by reference to Exhibit 10.15.4 to the 1998
  Form 10-K).*10.15.5
  Amended and Restated Employment Agreement
  dated July 1, 1999, among Valle de Oro Bank, N.A., Valley National
  Corporation and William V. Ehlen, assumed by the Registrant effective October
  7, 1999 (incorporated by reference to Exhibit 10.15.5 to the 2000 Form
  10-K).*10.15.6
  Salary Continuation Agreement dated January
  10, 1996, by and between Valle de Oro Bank, N.A. and William V. Ehlen,
  assumed by the Registrant effective October 7, 1999. (incorporated by
  reference to Exhibit 10.15.6 to the 2000 Form 10-K)*10.15.7
  Employment Agreement made as of the 1st
  day of March, 2000, between the Registrant and Donald R. Mengedoth
  (Incorporated by reference to Exhibit 10.15.17 to the 1999 Form 10-K).*10.16
  Plan of Reorganization and Merger Agreement
  dated as of May 31, 2000 by and between Community First National Bank,
  Phoenix, Arizona, Community First National Bank, Spring Valley, California,
  Community First National Bank, Fort Morgan, Colorado, Community First
  National Bank, Decorah, Iowa, Community First National Bank, Fergus Falls,
  Minnesota, Community First National Bank, Alliance, Nebraska, Community First
  National Bank, Las Cruces, New Mexico, Community First National Bank, Salt
  Lake City, Utah, Community First National Bank, Spooner, Wisconsin, Community
  First National Bank, Cheyenne, Wyoming and Community First National Bank,
  Fargo, North Dakota.10.17
  Credit Agreement dated as of December 22,
  2000 between the Company and Harris Trust and Savings Bank.10.18
  Subordinated Term Note dated December 22,
  2000 in the principal amount of $25,000,000 issued to Harris Trust and
  Savings Bank.10.19
  Plan of Reorganization and Merger Agreement
  dated as of December 31, 2000 by and between Community First State Bank, a
  South Dakota banking corporation and Community First National Bank, a
  national banking association.13.1
  Annual Report to Shareholders.21.1
  Subsidiaries of the Registrant.23.1
  Consent of Ernst & Young LLP.*Executive
compensation plans and arrangements.

SIGNATURES

Pursuant
to the requirements of section 13 or 15(d) 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.(Registrant)Dated:
  March 26, 2001
  
  By
  /s/ Mark A. AndersonMark
  A. AndersonPresident
  and Chief Executive Officer

Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been
signed by the following persons on behalf of the Registrant, in the capacities
and on the dates indicated.

Signature and Title
  Date/s/     Donald R.
  Mengedoth
  March 22, 2001Donald R. MengedothChairman of the Board of Directors/s/     Mark A.
  Anderson
  March 26, 2001Mark A. AndersonPresident and Chief Executive Officer(Principal Executive Officer)/s/     Craig A.
  Weiss
  March 26, 2001Craig A. WeissSenior Vice President and Chief Financial
  Officer(Principal Financial and Accounting
  Officer)/s/     Patrick E.
  Benedict
  March 26, 2001Patrick E. Benedict, Director/s/     Patrick
  Delaney
  March 26, 2001Patrick Delaney, Director/s/     John H.
  Flittie
  March 23, 2001John H. Flittie, Director/s/     Darrell G.
  Knudson
  March 26, 2001Darrell G. Knudson, Director/s/     Dennis M.
  Mathisen
  March 23, 2001Dennis M. Mathisen, Director/s/     Marilyn R.
  Seymann
  March 26, 2001Marilyn R. Seymann, Director/s/     Harvey L.
  Wollman
  March 26, 2001Harvey L. Wollman, Director/s/     Annette Quintana
  March 23, 2001Annette Quintana, Director