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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K

(MARK ONE)

|ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

OR

|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from
 to

COMMISSION FILE NO. 000-19368

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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 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
87/8% CUMULATIVE CAPITAL SECURITIES,
$25 LIQUIDATION AMOUNT(1)
8.20% CUMULATIVE CAPITAL SECURITIES,
$25 LIQUIDATION AMOUNT(2)

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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 ý    No o

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. o

As
of March 13, 2002, assuming as market value the price of $26.03 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 $964 million.

As
of March 13, 2002, the Company had outstanding 39,857,503 shares of Common Stock, $.01 par value, net of treasury shares.

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DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Stockholders for the fiscal year ended December 31, 2001 and the Proxy Statement for the Company's Annual Meeting of
Shareholders to be held April 23, 2002, are incorporated by reference into Parts II and III, respectively, of this Form 10-K, to the extent described in such Parts.

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TABLE OF CONTENTS



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|PART I    
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|PART II   
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|PART III  
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|SIGNATURES

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PART I

ITEM 1. BUSINESS

GENERAL

Community First Bankshares, Inc. (the "Company" or "we") is a bank holding company that, as of December 31, 2001, operated through one bank
subsidiary with banking offices in 138 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 $5.8 billion as of December 31, 2001.

The
banking offices are community banks that provide a full range of commercial and consumer banking services primarily to businesses and individuals in small and medium-sized
communities and the surrounding market areas. The Company provides its banking offices 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 autonomy to managers of the banking offices with respect to day-to-day operations, customer service decisions and marketing. Credit and product
offerings are being centralized to increase efficiency. The banking offices are encouraged to participate in community activities, support local charities and community development, and otherwise
enhance their images in their communities.

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 delivered per household and by expanding the channels through which customers can access those products and services. An enhanced online
banking Web site is supplementing channels of in-person, mail, ATM, and telephone banking. A computer-based customer
software 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.

RECENT STRATEGIES AND INITIATIVES

During 2001, the Company implemented a series of strategic initiatives designed to improve customer service and strengthen its position as a provider of
diversified financial services. These initiatives involved: refining the Company's model for delivery of services; centralizing credit operations; consolidating its bank charters into one bank charter
and insurance operations into a single entity; contracting the asset base of the Company to enhance utilization of shareholder capital; and establishing a mortgage joint venture with Wells Fargo Home
Mortgage.

Refining the Company's delivery model

To bring product distribution focus to the Company's extensive banking network, the Company has designated certain of its banking offices Regional Financial
Centers and Community Financial Centers. Regional Financial Centers are located in markets that have shown strong commercial banking potential and offer a full array of financial products and services
for both the corporate and retail markets, including banking, trust and investment products. In some cases, Regional Financial Centers are typically aligned so that one larger banking office directs
and supports smaller banking offices in close geographic proximity. Regional Financial Centers are managed by bank presidents. At December 31, 2001, the Company had 52 Regional Financial
Centers.

Community
Financial Centers are less geographically concentrated and, although they offer a complete line of financial products and services, their emphasis is on retail banking
products,

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investments and insurance. Community Financial Centers are headed by branch managers. At December 31, 2001, the Company had 22 Community Financial Centers.

To
further enhance the Financial Center delivery model, the Company is integrating its insurance and investment sales forces into its retail sales delivery network. The Company believes
this moves it towards a one-stop financial services supermarket and strengthens its opportunity to deepen customer relationships.

The
Company believes this structure allows the Company to staff its banking offices with financial service professionals who are sensitive to the financial needs of customers and to
better respond to those needs. In addition to improving staffing, a key part of the Company's strategy is to improve 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. In
addition, 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's employees are encouraged to be more sales-focused and to build a complete financial management relationship with customers. As a part of this strategy, the Company expects
to continue to increase its efforts in insurance product sales. The Company acquired three insurance agencies in 2001, and expects to acquire additional insurance agencies to expand its local product
offerings.

In
conjunction with the restructuring of its banking network, during 2001, the Company sold 14 banking offices and closed eight additional banking offices. Banking offices sold included
ten Arizona banking offices, three Nebraska banking offices and one banking office in North Dakota. In the 14 banking offices sold, total deposits were $132 million. Four of the eight banking
offices closed were located in communities where the Company maintains one or more additional banking offices, thus the Company continues to serve those customers from existing locations.

The
initiatives resulted in changes in staffing needs within the Company. In conjunction with the restructuring of the banking network, 21 eligible management staff took advantage of an
early retirement program. This restructuring resulted in the Company taking a one-time after-tax charge against earnings of $5.1 million, or $0.12 per share in the first
quarter of 2001.

Centralizing credit operations

Under the redesigned delivery structure, the Company began implementation of a centralized credit process. When fully operational, the centralized structure will
result in centralizing documentation and collection services for all banking offices from a Fargo, North Dakota location. As of December 31, 2001, decision making, documentation and collection
services for indirect consumer loans have been centralized.

Consolidation of bank charters and insurance agencies

Prior to 2001, the Company consolidated 11 of its bank charters into one national bank charter, Community First National Bank. During the first quarter of 2001,
the Company completed the consolidation of its South Dakota state chartered bank into its national chartered bank. As a result, all banking operations are conducted under a single national charter.
Additionally, Community First's insurance sales and operations, which had previously been conducted by two separate entities, have been merged into one subsidiary, Community First
Insurance, Inc.

Enhanced use of shareholder capital

Beginning in 2000 in connection with the consolidation of the Company's several bank charters into one charter, the Company focused on contracting its balance
sheet to better utilize shareholder

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capital. This strategy involved several elements, including reducing the Company's reliance on wholesale funding sources, reducing Community First Financial Inc.'s purchased asset portfolio
and redirecting capital towards repurchasing the Company's common stock to reduce the number of shares of common stock outstanding, all in an effort to deploy capital more efficiently.

Joint venture mortgage company

On September 5, 2001, the Company announced the formation of a joint venture mortgage company through its subsidiary, Community First Home
Mortgage, Inc., with Wells Fargo Home Mortgage called Community First Mortgage, LLC ("CFM"). The joint venture is designed to offer the Company's customers a broader line of mortgage products
and increase the efficiency of the Company's back office support through improved access to current and future technology and expertise provided by Wells Fargo. The Company expects that access to
Wells Fargo's products and technology will, over time, permit the Company to grow its mortgage business. CFM provides mortgage origination, documentation, processing and support for all of the
Company's residential mortgage business. The joint venture became operational in November 2001.

Under
the terms of CFM's limited liability company agreement, with limited exceptions, while it is a member of CFM, the Company cannot engage directly or indirectly, in the residential
mortgage lending business other than through CFM. The joint venture has a minimum term of ten years; however, the venture may be terminated earlier upon the occurrence of certain events, including a
change in control of Wells Fargo or the Company or the failure of either party to perform its obligations under the agreement. Under the terms of the joint venture agreement, in exchange for the
payment of certain fees by CFM, Wells Fargo (1) provides certain administrative services to CFM, including accounting, data processing and management information services, and leases to CFM the
computer software and computer network used to conduct the business of CFM; (2) funds the loans made by CFM through a warehouse line of credit it provides to CFM; and (3) purchases the
loans from CFM. Wells Fargo and the Company each made initial capital contributions of $125,000 and now each own 50% of CFM. Distributions of cash and allocations of profits and losses from CFM are to
be made to each member in proportion to its ownership interest. CFM is governed by an operating committee consisting of four individuals, with each member of the joint venture appointing individuals
to the operating committee in proportion to its interest.

REVIEW OF ACQUISITION OPPORTUNITIES

As opportunities present themselves, the Company seeks to acquire banks in communities which generally have populations between 3,000 and 50,000 and are 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. The Company takes a
disciplined approach to acquisitions, requiring a certain return on equity for potential targets. The Company looked at several potential targets in 2001, and placed bids on a few opportunities. In
general, bank acquisitions have been difficult and can be expected to be difficult to conclude by the Company because of the Company's parameters of valuation, and insistence that any acquired bank be
accretive within a short period of time and because larger acquirors with market expansion goals and greater resources have been and can be expected in the foreseeable future to be prepared to make
significantly higher acquisition bids than the Company. Therefore, the Company did not complete any bank acquisitions in 2001. The Company routinely 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, branches or deposit accounts.

The
Company made a number of significant acquisitions in 1999 and 1998, as outlined below. On December 21, 1999, the Company acquired River Bancorp, Inc., the bank holding
company for

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Northland Security Bank, located 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 six 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.

BANKING ACTIVITY

The banking offices operated by the Company 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 banking offices draw most of their deposits from, and make most of their loans within, their respective market areas. The banking offices
owned by the Company as of
December 31, 2001, 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, 2001, the Company had banking offices in communities with populations ranging from approximately 200 to 50,000, except for the larger
communities of Fargo, North Dakota; Denver, Englewood (a Denver suburb), Boulder, Colorado; El Cajon (a San Diego suburb), California, Salt Lake City, Utah, Cheyenne, Wyoming and Ramsey, Minnesota (a
Minneapolis-St. Paul suburb). 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 banking offices seeks to serve a market area with greater population. As with other small, non-metropolitan communities, many of the smaller
communities in which the banking offices presently operate have experienced or are expected to experience no growth or a decline in population. The economies of some of the 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 banking offices in those communities, the Company may consider selling bank assets and reducing the level of services provided in such
communities.

Management
believes that future growth in the business of the Company will largely depend on successful execution of the Company's strategies. By offering 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 noninterest income
through sales of investment products, trust services and insurance.

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ADMINISTRATION OF BANKING OFFICES

The Company provides policy and management direction and specialized staff support 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 each banking office's operations, while carefully
controlling service costs charged to each office. 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 Board of Directors of the bank subsidiary has established loan
approval limits for each banking office of the Company. The limits established for each bank location range from $25,000 to $500,000 per borrower. Renewals of any criticized or classified loans have a
limit of $25,000. Amounts in excess of the individual banking office's lending authority are presented to the regional credit officers. The regional credit officers have lending authority up to
$750,000 per non-classified borrower. With concurrence of a second regional credit officer, or the respective division manager, the limit increases to $1.5 million. 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 of the Company for approval.

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 Technologies, Inc. ("CFT"), a subsidiary of the Company, provides data processing and operations support services to the Company by contract. CFT's
system is designed to provide for all of the Company's data-processing needs and can be expanded to accommodate future growth and additional service applications. In addition to its
facilities in Fargo, North Dakota, CFT 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 any significant acquisitions occur during 2002.

MARKETING.
The Company is implementing a computer-based data-warehoused customer relationship management system that will enable the banking offices 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 2002.

OTHER
SERVICES. The Company provides other services for the benefit of the banking offices, 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 45 communities served by the bank through its indirect 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 $12.5 million in 2001.

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OTHER ACTIVITIES

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 noninterest 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 in the future.

The
Company administers all of its trust activity through the trust department in Fargo, North Dakota. Eight banking offices maintain trust departments, and their services are more
broadly available in other Company banking offices. Trust services are made available to customers in those locations through local trust officers or by appointment with members of the trust
department.

In
February 2001, the Company entered into an agreement with PrimeVest Financial Services, Inc. under which PrimeVest would provide securities brokerage, insurance and
investment advisory services to the Company's customers through PrimeVest centers located within the Company's banking offices. The agreement provides for shared sales commissions with the Company
pursuant to an agreed upon commission schedule and requires PrimeVest to perform various compliance and administrative functions related to its securities and insurance activities. 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.

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.

COMPETITION

Commercial banking is highly competitive. In the conduct of certain aspects of its business, the Company competes with other commercial banks, savings and loan
institutions, issuers of fixed income investments, finance corporations, credit unions and money market funds, securities and insurance firms, among other types of institutions. The Company competes
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 Company has generally been able to compete successfully in its respective communities because of the Company's emphasis on
local management and the autonomy of management in community relations. At the same time, the Company provides its locations with the advantages of centralized sophisticated administration and the
opportunity to make larger loans and diversify their lending activity through group participations. Further, because most of the Company's locations have a significant market share in the communities
they serve, the Company believes the banking offices 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 Company has experienced increased price competition from credit unions and brokerage firms in certain market areas
in recent periods.

The
Gramm-Leach-Bliley Financial Services Modernization Act of 1999 (the "GLB 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 GLB Act, securities firms and insurance companies that elect to become a financial holding company may acquire banks and other financial
institutions. The GLB Act significantly changes the competitive environment in which our bank does business. The

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GLB Act also imposes new restrictions on the bank'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. See "Supervision and Regulation," below.

EMPLOYEES

The Company had 2,517 employees at December 31, 2001, including 1,999 full-time employees and 518 part-time employees. Of these
individuals, 206 were employed at the holding company, 1,816 were employed at the bank, 358 were employed by CFT and 137 were employed by Community First Insurance, Inc.

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 are 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 GLB Act became law. The GLB Act repealed provisions of the Glass-Steagall Act of 1933 and extensively revised the BHC Act by
significantly expanding the range of permissible activities of banks and bank holding companies and permitting affiliations of banking, insurance and securities organizations. The Company continues to
review the implications of the GLB Act on its business activities.

The
GLB Act imposes new requirements on financial institutions with respect to customer privacy by generally prohibiting disclosure of customer information to non-affiliated
third parties unless the customer has been given the opportunity to object and has not objected to such disclosure. Financial institutions are further required to disclose their privacy policies to
customers annually.

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 limitations under the BHC Act,
and certain transactions between the Company and its affiliates are subject to restrictions. Further, the Company is required to file periodic reports with the Federal Reserve Board and is subject to
examination. 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. The Federal Reserve expressed its view that a bank holding company experiencing earnings weaknesses should not pay cash dividends exceeding its net income or which could be funded
only in ways that weakened the bank holding company's financial health, such as by borrowing. Additionally, the Federal Reserve possesses enforcement powers over bank holding companies and their
non-bank subsidiaries to prevent or remedy actions that represent unsafe or unsound practices or violations of applicable statutes and regulations. Under a longstanding policy of the
Federal Reserve, the Company is expected to act as a source of financial strength to its banking subsidiary and to commit resources to support it.

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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 Secretary of the Treasury. 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 bank is 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, 2001, the Company's subsidiary Bank was 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.

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FDIC
INSURANCE. The FDIC insures deposits of the national bank subsidiary 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, 2002 is 1.82 basis points for BIF-assessable deposits. As of December 31, 2001, each of the Company's bank locations 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.

USA
PATRIOT ACT. On October 26, 2001, the President signed the USA Patriot Act of 2001 (the "Patriot Act") into law. The Patriot Act contains sweeping anti-money
laundering and financial transparency provisions, including:



The
Patriot Act now specifically requires the Federal Reserve Board, when reviewing applications by bank holding companies, to take into consideration the effectiveness of applicants in
combating money-laundering activities. The Patriot Act grants the Secretary of the Treasury broad authority to establish regulations and to impose requirements and restrictions on financial
institutions' operations. The
Company will establish policies and procedures to ensure compliance with the Patriot Act; while the Company has not determined the impact that Patriot Act will have on its operations, the impact is
not expected to be material.

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."

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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. A number of factors, many of which are beyond the Company's control, 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 the factors described below.

Our Earnings are Significantly Affected by General Business and Economic Conditions. Our 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 we operate. Should economic conditions continue to worsen in
the United States or abroad, demand for loans and other products and services we offer could decrease and the number of borrowers who fail to repay their loans could increase. In addition, interest
rates in the United States have been at their lowest levels in decades and if interest rates now rise, demand for loans could decrease. Banks depend largely on the relationship between the cost of
funds, primarily deposits, and the yield on earning assets. This relationship, known as the interest rate spread, is subject to fluctuation and is affected by economic and competitive factors which
influence interest rates, including the volume and mix of interest-earning assets and interest-bearing liabilities, and the level of non-performing assets. Our performance is subject to
interest rate risk to the degree that our interest-bearing liabilities reprice or mature more slowly or more rapidly or on a different basis than our interest earning assets. Although we have an asset
liability management strategy designed to control our risk from changes in market interest rates, rapid and sustained changes in interest rates still could have an adverse effect on our profitability.
At December 31, 2001, based on the difference between repricing assets and repricing liabilities, we were liability sensitive which means that our liabilities would reprice more quickly than
our assets as interest rates change.

Credit Losses are Inherent in Our Business, and Our Allowance for Loan Losses May be Inadequate to Cover Actual Loan Losses.Every loan
carries a risk of non-payment. We have adopted underwriting and credit monitoring procedures and credit policies, including the establishment and review of the allowance for credit losses,
that we believe are appropriate to minimize this risk by assessing the likelihood of nonperformance, tracking loan performance and diversifying our loan portfolio. We make a number of assumptions and
judgments about the collectibility of our loan portfolio when determining the amount of the loan loss allowance. We determine the amount of the allowance through a periodic review and consideration of
several factors, including: the quality, size and diversity of our loan portfolio; an evaluation of non-performing loans; our historical loan loss experience; and the amount and quality of
collateral, including guarantees, securing the loans.

If
our assumptions are wrong, our allowance for loan losses may be insufficient to cover our losses and have an adverse effect on our operating results and we may need to increase our
allowance in the future. During 2001, we modified the methodology we use to allocate the allowance within individual loan portfolios. These policies and procedures, however, may not prevent unexpected
losses and substantial allocations to our allowance for loan losses that could materially adversely affect our results of operations. In the first quarter of 2001 we recorded a special loan loss
provision to maintain our loan loss reserves. We cannot assure you that we will not need to record similar provisions in the future.

The Financial Services Industry is Highly Competitive.We operate in a competitive environment for our financial products and services.
The competition among financial services companies to attract and retain customers is intense. Customer loyalty can be easily influenced by a competitor's new products, especially offerings that
provide cost savings to the customer. Some of our competitors may be better able to provide a wider range of products and services. We expect these competitive pressures to increase due to
legislative, regulatory and technological changes and the continued consolidation in

10

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the financial services industry. Technology has lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks. Also,
investment banks and insurance companies are competing with banks in traditional banking businesses such as lending and consumer banking. Many of our competitors are larger and better capitalized than
we are. Many of our competitors may also have fewer regulatory constraints and lower cost structures. We expect that the consolidation of the financial services industry will result in larger,
better-capitalized companies offering a wide array of financial services and products. The GLB 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 GLB Act, securities firms and insurance companies that elect to become a financial holding company may acquire banks and other financial
institutions. The GLB Act significantly changes the competitive environment in which we do business. The GLB Act also imposes new restrictions on our use of customer financial information that could
make it difficult or costly for us to cross-sell banking, insurance and investment products to our customers.

Our Earnings are Significantly Affected by the Fiscal and Monetary Policies of the Federal Government and its Agencies. The policies of
the Federal Reserve Board impact us significantly. The Federal Reserve Board regulates the supply of money and credit in the United States. Its 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 we hold. Those policies also determine to a significant degree our cost of funds
for lending and investing. Changes in those policies are beyond our control and are hard to predict. Federal Reserve Board policies can also affect our borrowers, potentially increasing the risk that
they may fail to repay their loans.

Maintaining or Increasing our Market Share Depends on Market Acceptance of New Products and Services. Our success depends, in part, on our
ability to develop, and gain customer acceptance of, new products and services. Financial services companies face increasing pressure to provide products and services at lower prices. This can reduce
our net interest margin and revenues from our fee-based products and services. In addition, the widespread adoption of new technologies, including Internet-
based services, could require us to make substantial expenditures to modify or adapt our existing products and services. We may not be able to successfully introduce new products and services, achieve
market acceptance of our products and services, or develop and maintain loyal customers.

Changes in the regulatory structure or the statutes or regulations that apply to us could have a material impact on our operations. We are
subject to extensive regulation, supervision and examination by the Federal Reserve Board and the Office of the Comptroller of the Currency. The supervision, regulation and examination of banks and
bank holding companies by bank regulatory agencies are intended primarily for the protection of depositors rather than the shareholders of these entities. Our success depends on our continued ability
to comply with these regulations. Some of these regulations may increase our costs and thus place non-bank financial institutions in stronger, more competitive positions. Regulatory
authorities have extensive discretion in carrying out their supervisory and enforcement responsibilities. They have also implemented regulations which have increased capital requirements, increased
insurance premiums, required approval of acquisitions and other changes of control and resulted in increased administrative and professional expenses. Any change in the existing regulatory structure
or the applicable statutes or regulations could have a material impact on our operations. Additional legislation and regulations may be enacted or adopted in the future which could significantly
affect our powers, authority and operations, which in turn could have a material adverse effect on our operations.

We are dependent upon key executives who would be difficult to replace.Our continued profitability is dependent on our
senior management team. We would likely have a difficult transition period if the services of any of our senior executives were lost for any reason. Recruiting talent in the

11

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competitive financial services industry is difficult generally. There is no assurance that we will be able to retain our current key executives or attract additional qualified key persons as needed.

Other
factors, such as credit, market, operational, liquidity, interest rate, governmental regulation and other risks are described elsewhere in this report. 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.

EXECUTIVE OFFICERS

The executive officers of the Company are as follows:

|Name                |  | Age |  | Position                                                                                              
|------------------- |  | --- |  | ------------------------------------------------------------------------------------------------------
|Donald R. Mengedoth |  | 57  |  | Chairman of the Board                                                                                 
|Mark A. Anderson    |  | 44  |  | President and Chief Executive Officer                                                                 
|Ronald K. Strand    |  | 55  |  | Vice ChairmanChief Operating Officer                                                                 
|Craig A. Weiss      |  | 40  |  | Executive Vice PresidentChief Financial Officer                                                      
|Thomas R. Anderson  |  | 46  |  | Executive Vice PresidentTreasury, Treasurer and Chief Investment Officer                             
|Dan M. Fisher       |  | 47  |  | Chief Information Officer, President and Chief Executive Officer of Community First Technologies, Inc.
|Douglas G. Vang     |  | 43  |  | Senior Vice PresidentDirector of Human Resources                                                     
|Bruce A. Heysse     |  | 50  |  | Senior Vice PresidentCredit Administration                                                           
|Thomas A. Hilt      |  | 59  |  | Senior Vice PresidentChief Administrative Officer                                                    
|Gary A. Knutson     |  | 54  |  | Executive Vice PresidentEastern/California Division President                                        
|Dean D. Kling       |  | 45  |  | Senior Vice PresidentFinancial Services Program Manager                                              
|Charles A. Mausbach |  | 50  |  | Executive Vice PresidentWestern Region President                                                     
|Bradley J. Rasmus   |  | 40  |  | Senior Vice PresidentCommunity Financial Center President                                            
|Patricia J. Staples |  | 46  |  | Senior Vice PresidentDirector of Market Development                                                  

Donald
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 with 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

12

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Operations for FBS. Prior to that time, he was Senior Vice President of First Bank Milwaukee. He is a past President of the American Bankers Association.

Mark
A. Anderson was appointed President and Chief Executive Officer of the Company on March 1, 2000. Prior to this time, he was Vice ChairmanCorporate Services of
the Company from October 1998 to March 2000. He also served as Chief Financial Officer, Secretary and Treasurer of the Company since the Company began operation in 1986 to
March 2000, and he was Chief Information Officer from February 1998 to March 2000. 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 Vice Chairman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 from February 1993 to October 1998, 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.

Craig
A. Weiss was appointed Chief Financial Officer on March 1, 2000 and Executive Vice PresidentChief Financial Officer in August 2001. He was Senior Vice
PresidentFinance of the Company from February 1998 to March 2000. He also served as Vice President Finance of the Company from 1988 to 1998 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 Executive Vice PresidentTreasury since August 2001. From 1997 to 2001,
he was Senior Vice PresidentTreasury. 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.

Dan
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
Technologies, Inc. (formerly known as Community First Service Corporation) since October 1998 and previously served as Executive Vice PresidentBank Operations at this
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.

Douglas
G. Vang has been Senior Vice PresidentDirector of Human Resources since April 2001. From 1995 to 2001, he served in various senior executive officer
positions, including Senior Vice President, Chief Operating Officer and Division President for Banner Health System, a nonprofit health care system.

Bruce
A. Heysse was appointed Senior Vice PresidentCredit Administration in February 2001. Prior to this time, he served as 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

13

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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 1988 and served as President of Community First Service Corporation (now known
as Community First Technologies, Inc.), the Company's data processing subsidiary, from 1988 to 1998. 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 Executive Vice PresidentEastern/California Division President since August, 2001. He previously was Executive Vice PresidentDivision
President from July 1996 to August 2001. He also served as Senior Vice President and Western Manager from September 1993 to July 1996. 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.

Dean
D. Kling has been Senior Vice PresidentFinancial Service Program Manager since April 2001. Previously, he served as Regional Sales Manager for Wells Fargo Bank
North Dakota, N.A. from 1983 to April 2001.

Charles
A. Mausbach has been Executive Vice PresidentWestern Division President since August 2001. From March 1998 to August 2001 he was Senior Vice
PresidentSouthwestern Region President. He also served as President of Community First National Bank, Worthington, Minnesota from October 1992 to February 1998.

Bradley
J. Rasmus was appointed Senior Vice PresidentCommunity Financial Center President in February 2001. Prior to that time, he was Senior Vice
PresidentFinancial Services from February 1999 to January 2001. He was previously Vice President & Financial Services Sales Manager from 1995 to 1999. 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. 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 51,000 square feet at an annual rental of $803,000, payable to its subsidiary,
CFPI. The Company believes these facilities will be adequate for the foreseeable future. The Company also utilizes office space at its bank's offices located in Denver, Colorado and Cheyenne, Wyoming.
The bank owns each of its offices 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 CFT. During the latter part of 2001, the Company

14

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entered into a lease for a 15,000 square foot credit service center in Fargo, North Dakota at an annual rental rate of $291,000.

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.

15

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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 to page 17 of the 2001 Annual Report to
Shareholders attached hereto as Exhibit 13.1.

ITEM 6. SELECTED FINANCIAL DATA

Selected financial data for the five years ended December 31, 2001, consisting of data captioned "Financial Highlights" on the inside cover page of the
2001 Annual Report to Shareholders, "Consolidated Statement of ConditionFive-Year Summary" on page 32 of the "Financial Review" section of the Annual Report and "Consolidated
Statement of Income-Five Year Summary" on page 33 of the "Financial Review" section of the 2001 Annual Report are incorporated herein by reference to such information included in the 2001
Annual Report to Shareholders 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 3 through 14 of the "Financial Review" section of the 2001 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 3 through 14 of the "Financial Review" section of the 2001 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, 2001 and 2000, 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, 2001, the Notes to the Consolidated Financial Statements and
the Report of Ernst & Young LLP, independent auditors, contained in the Company's 2001 Annual Report to Shareholders on pages 15 through 31 of the section entitled "Financial Review" 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 Proxy Statement as filed with the Securities and Exchange Commission under the captions "Election of Directors" on
pages 4-10 and "Section 16(a) Beneficial Ownership Reporting Compliance" on page 16 for the Annual Meeting of Stockholders to

16

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be held April 23, 2002, 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 Proxy Statement for the Annual Meeting of Stockholders to be held April 23, 2002, under the caption "Executive
Compensation" on pages 8-13 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 Proxy Statement for the Annual Meeting of Stockholders to be held April 23, 2002, under the caption "Security Ownership of
Principal Shareholders and Management" on page 3 is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information set forth in the Proxy Statement for the Annual Meeting of Stockholders to be held April 23, 2002, under the caption "Certain Transactions"
on pages 15-16 is incorporated herein by reference.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K



None.

|Exhibit
Number |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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"]
).                                                                                                                                                                                                                              
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                            

17

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|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 |  | 2001 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"]).                                                                                                                                                      
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                    

18

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|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 Bank (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 Bank as a lender, and Norwest Bank 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 and Wells Fargo National Association (incorporated by reference to Exhibit 10.10.1 to the 2000 Form 10-K).                                                                                                                                                                                                                                           
|10.10.2 |  | First Amendment dated April 21, 2000 to Amended and Restated Credit Agreement dated April 30, 1999 between the Company and Harris and Wells Fargo National Association (incorporated by reference to Exhibit 10.10.2 to the 2000
Form 10-K).                                                                                                                                                                                                      
|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 and Wells Fargo National Association (incorporated by reference to Exhibit 10.10.3 to the 2000
Form 10-K).                                                                                                                                                                                            
|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 (incorporated by reference to Exhibit 10.10.4 to the 2000 Form 10-K).                                                                                                                                                                                                                                       
|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"]).                                                                                                                                                                     
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                   

19

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|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 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 (incorporated by reference to Exhibit 10.16 to the 2000
Form 10-K).
|10.17   |  | Credit Agreement dated as of December 22, 2000 between the Company and Harris (incorporated by reference to Exhibit 10.17 to the 2000 Form 10-K).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.18   |  | Subordinated Term Note dated December 22, 2000 in the principal amount of $25,000,000 issued to Harris (incorporated by reference to Exhibit 10.18 to the 2000 Form 10-K).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|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 (incorporated by reference
to Exhibit 10.19 to the 2000 Form 10-K).                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.20   |  | Agreement of Limited Liability Company of Community First Mortgage, LLC dated June 15, 2001 between Wells Fargo Ventures, LLC and Community First Home Mortgage, Inc. (pursuant to Rule 24b-2, certain information has been deleted from
this Exhibit and filed separately with the Commission.)                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.21   |  | Separation Agreement dated as of March 12, 2001, by and between the Company and David A. Lee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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|13.1 |  | Annual Report to Shareholders. 
|---- |  | -------------------------------
|21.1 |  | Subsidiaries of the Registrant.
|23.1 |  | Consent of Ernst & Young LLP.  

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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 14, 2002 |  | By:                                           

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           
|--------------------------------------------------------------------------------------------------------------------------------- |  | ---------------
|                                                                                                                                  |  |                
|                                                                                                                                  |  |                
|Donald R. Mengedoth
Chairman of the Board of Directors                                                                            |  | March    , 2002
|/s/MARK A. ANDERSONMark A. Anderson
President and Chief Executive Officer (Principal Executive Officer)                           |  | March 14, 2002 
|/s/CRAIG A. WEISSCraig A. Weiss
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |  | March 14, 2002 
|/s/PATRICK DELANEYPatrick Delaney, Director                                                                                       |  | March 14, 2002 
|/s/JOHN H. FLITTIEJohn H. Flittie, Director                                                                                       |  | March 14, 2002 
|/s/DARRELL G. KNUDSONDarrell G. Knudson, Director                                                                                 |  | March 14, 2002 
|                                                                                                                                  |  |                

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|/s/DENNIS M. MATHISENDennis M. Mathisen, Director |  | March        , 2002
|------------------------------------------------- |  | -------------------
|/s/MARILYN R. SEYMANNMarilyn R. Seymann, Director |  | March 18, 2002     
|/s/HARVEY L. WOLLMANHarvey L. Wollman, Director   |  | March 14, 2002     
|/s/ANNETTE QUINTANAAnnette Quintana, Director     |  | March 18, 2002     
|/s/THOMAS GALLAGHERThomas Gallagher, Director     |  | March 18, 2002     
|/s/RAHN K. PORTERRahn K. Porter, Director         |  | March 14, 2002     

23

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