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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended September 30, 2004



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT
|- | ---------------------------------------------------------------



For the transition period from  to



Commission File Number: 001-15215



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GREAT WESTERN BANCORPORATION, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Iowa                                                           |  | 42-0867112                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



10834 Old Mill Road,
Suite One, Omaha, NE 68154

(Address of principal executive office) (Zip code)



(402) 333-8330

(Registrants telephone number, including area code)



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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 past 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 past 90 days.    Yes  x    No ̈



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



Indicate the number of shares
outstanding of each of the issuers classes of common stock, as of the latest practical date.



|                              |  |                                
|----------------------------- |  | -------------------------------
|Class                         |  | Outstanding at October 29, 2004
|Common Stock, $1.00 par value |  | 123,802 shares                 



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##### Table of Contents

GREAT WESTERN BANCORPORATION, INC.

INDEX TO FORM 10-Q FOR THE QUARTERLY

PERIOD ENDED SEPTEMBER 30, 2004



|                           |  |                                                                                                                  |  |                                                                                       |  |     
|-------------------------- |  | ---------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------- |  | ----
|                           |  |                                                                                                                  |  |                                                                                       |  | PAGE
|FORWARD-LOOKING STATEMENTS |  | 3                                                                                                               
|                           |  |                                                                                                                 
|PART I:                    |  | FINANCIAL INFORMATION                                                                                            |  |                                                                                      
|                           |  |                                                                                                                  | 
|                           |  | ITEM 1:                                                                                                          |  | FINANCIAL STATEMENTS                                                                  |  |     
|                           |  |                                                                                                                 
|                           |  | Consolidated Balance Sheets at September 30, 2004 (unaudited) and June 30, 2004                                  |  | 4                                                                                    
|                           |  |                                                                                                                 
|                           |  | Consolidated Statements of Income - Three months ended September 30, 2004 and September 30, 2003 (unaudited)     |  | 5                                                                                    
|                           |  |                                                                                                                 
|                           |  | Consolidated Statements of Cash Flows - Three months ended September 30, 2004 and September 30, 2003 (unaudited) |  | 6                                                                                    
|                           |  |                                                                                                                 
|                           |  | Notes to Consolidated Financial Statements                                                                       |  | 7                                                                                    
|                           |  |                                                                                                                  | 
|                           |  | ITEM 2:                                                                                                          |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |  | 8   
|                           |  |                                                                                                                  | 
|                           |  | ITEM 3:                                                                                                          |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.                           |  | 10  
|                           |  |                                                                                                                  | 
|                           |  | ITEM 4:                                                                                                          |  | CONTROLS AND PROCEDURES                                                               |  | 11  
|                           |  |                                                                                                                 
|PART II:                   |  | OTHER INFORMATION                                                                                                |  |                                                                                      
|                           |  |                                                                                                                  | 
|                           |  | ITEM 1:                                                                                                          |  | LEGAL PROCEEDINGS                                                                     |  | 12  
|                           |  |                                                                                                                  | 
|                           |  | ITEM 2:                                                                                                          |  | CHANGES IN SECURITIES AND USE OF PROCEEDS                                             |  | 12  
|                           |  |                                                                                                                  | 
|                           |  | ITEM 3:                                                                                                          |  | DEFAULTS UPON SENIOR SECURITIES                                                       |  | 12  
|                           |  |                                                                                                                  | 
|                           |  | ITEM 4:                                                                                                          |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                   |  | 12  
|                           |  |                                                                                                                  | 
|                           |  | ITEM 5:                                                                                                          |  | OTHER INFORMATION                                                                     |  | 12  
|                           |  |                                                                                                                  | 
|                           |  | ITEM 6:                                                                                                          |  | EXHIBITS AND REPORTS ON FORM 8-K                                                      |  | 12  
|                           |  |                                                                                                                  | 
|                           |  |                                                                                                                  |  | SIGNATURES                                                                            |  | 13  



2



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##### Table of Contents

FORWARD-LOOKING STATEMENTS



This
report includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements can include words such as may, believe, will, anticipated,
estimated, projected, could, should, plan or similar expressions. Forward-looking statements are based on managements current expectations. Factors that might cause future results to
differ from managements expectations include, but are not limited to: fluctuations in interest rates, inflation, the effect of regulatory or government legislative changes, expected cost savings and revenue growth not fully realized, the
progress of strategic initiatives and whether realized within expected time frames, general economic conditions, adequacy of allowance for loan losses, costs or difficulties associated with restructuring initiatives, changes in accounting policies
or guidelines, changes in the quality or composition of Great Westerns loans and investment portfolios, technology changes and competitive pressures in the geographic and business areas where Great Western Bancorporation, Inc. (Great
Western) conducts its operations.



These risks and
uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information concerning Great Western and its business, including other factors that could materially
affect Great Westerns financial results, is included in Great Westerns filings with the Securities and Exchange Commission.



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PART I

FINANCIAL INFORMATION



ITEM 1: FINANCIAL STATEMENTS



GREAT WESTERN BANCORPORATION, INC.

Consolidated Balance Sheets

(In thousands, except share data)



|                                                                                                                                                                                                                                      |  |                   |           |               |   |           |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | --------- | ------------- | - | --------- | -
|                                                                                                                                                                                                                                      |  | September 30,2004 |           | June 30, 2004 |  
|                                                                                                                                                                                                                                      |  | (unaudited)       |           |               |  
|Assets                                                                                                                                                                                                                                |  |                   |           |               |   |           |  
|Cash and due from banks                                                                                                                                                                                                               |  | $                 | 50,999    |               | $ | 49,768    |  
|Federal funds sold and FHLB overnight deposits                                                                                                                                                                                        |  |                   | 21,941    |               |   | 26,642    |  
|                                                                                                                                                                                                                                      |  |                   |           |               |   |           |  
|Cash and cash equivalents                                                                                                                                                                                                             |  |                   | 72,940    |               |   | 76,410    |  
|                                                                                                                                                                                                                                      |  |                  
|Certificates of deposit                                                                                                                                                                                                               |  |                   |          |               |   | 99        |  
|Securities available for sale                                                                                                                                                                                                         |  |                   | 383,451   |               |   | 364,847   |  
|Investment in affiliates                                                                                                                                                                                                              |  |                   | 2,631     |               |   | 3,262     |  
|Loans, net of allowance for loan losses of $23,150 and $22,643                                                                                                                                                                        |  |                   | 1,891,866 |               |   | 1,832,215 |  
|Premises and equipment, net                                                                                                                                                                                                           |  |                   | 49,896    |               |   | 47,890    |  
|Accrued interest receivable                                                                                                                                                                                                           |  |                   | 16,505    |               |   | 14,309    |  
|Core deposit intangible and other, net                                                                                                                                                                                                |  |                   | 2,547     |               |   | 2,897     |  
|Goodwill, net                                                                                                                                                                                                                         |  |                   | 51,847    |               |   | 51,847    |  
|Mortgage servicing rights, net                                                                                                                                                                                                        |  |                   | 15,958    |               |   | 14,557    |  
|Other assets                                                                                                                                                                                                                          |  |                   | 18,419    |               |   | 21,576    |  
|                                                                                                                                                                                                                                      |  |                   |           |               |   |           |  
|Total assets                                                                                                                                                                                                                          |  | $                 | 2,506,060 |               | $ | 2,429,909 |  
|                                                                                                                                                                                                                                      |  |                   |           |               |   |           |  
|Liabilities and Stockholders Equity                                                                                                                                                                                                  |  |                   |           |               |   |           |  
|Liabilities                                                                                                                                                                                                                           |  |                   |           |               |   |           |  
|Deposits                                                                                                                                                                                                                              |  |                   |           |               |   |           |  
|Noninterest bearing                                                                                                                                                                                                                   |  | $                 | 253,686   |               | $ | 252,759   |  
|Interest bearing                                                                                                                                                                                                                      |  |                   | 1,682,813 |               |   | 1,661,305 |  
|                                                                                                                                                                                                                                      |  |                   |           |               |   |           |  
|Total deposits                                                                                                                                                                                                                        |  |                   | 1,936,499 |               |   | 1,914,064 |  
|Federal funds purchased and securities sold under agreements to repurchase                                                                                                                                                            |  |                   | 113,646   |               |   | 95,810    |  
|FHLB advances and other borrowings                                                                                                                                                                                                    |  |                   | 158,338   |               |   | 115,355   |  
|Notes payable                                                                                                                                                                                                                         |  |                   | 36,700    |               |   | 36,700    |  
|Subordinated debentures                                                                                                                                                                                                               |  |                   | 87,631    |               |   | 108,662   |  
|Accrued interest and other liabilities                                                                                                                                                                                                |  |                   | 18,246    |               |   | 16,124    |  
|                                                                                                                                                                                                                                      |  |                   |           |               |   |           |  
|Total liabilities                                                                                                                                                                                                                     |  |                   | 2,351,060 |               |   | 2,286,715 |  
|                                                                                                                                                                                                                                      |  |                   |           |               |   |           |  
|Minority interests                                                                                                                                                                                                                    |  |                   | 4,275     |               |   | 4,074     |  
|                                                                                                                                                                                                                                      |  |                   |           |               |   |           |  
|Stockholders equity                                                                                                                                                                                                                  |  |                   |           |               |   |           |  
|Preferred stock, $100 par value; authorized 500,000 shares; issued and outstanding: 9,000 shares of 8% cumulative, nonvoting; 8,000 shares of
10% noncumulative, nonvoting; 100,000 shares of variable rate, noncumulative, nonvoting |  |                   | 11,700    |               |   | 11,700    |  
|Common stock, $1.00 par value, authorized 1,000,000 shares, issued and outstanding 123,802 shares                                                                                                                                     |  |                   | 124       |               |   | 124       |  
|Additional paid-in capital                                                                                                                                                                                                            |  |                   | 2,032     |               |   | 2,032     |  
|Retained earnings                                                                                                                                                                                                                     |  |                   | 135,749   |               |   | 129,106   |  
|Accumulated other comprehensive income (loss)                                                                                                                                                                                         |  |                   | 1,120     |               |   | (3,842    | )
|                                                                                                                                                                                                                                      |  |                   |           |               |   |           |  
|Total stockholders equity                                                                                                                                                                                                            |  |                   | 150,725   |               |   | 139,120   |  
|                                                                                                                                                                                                                                      |  |                   |           |               |   |           |  
|Total liabilities and stockholders equity                                                                                                                                                                                            |  | $                 | 2,506,060 |               | $ | 2,429,909 |  
|                                                                                                                                                                                                                                      |  |                   |           |               |   |           |  



See Notes to
Consolidated Financial Statements.



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GREAT WESTERN BANCORPORATION, INC.

Consolidated Statements of Income

For The Three Months Ended

(In
thousands, except share and per share data)

(unaudited)



|                                                                           |  |                   |         |                   |   |        
|-------------------------------------------------------------------------- |  | ----------------- | ------- | ----------------- | - | -------
|                                                                           |  | September 30,2004 |         | September 30,2003
|Interest and Dividend Income                                               |  |                   |         |                   |   |        
|Loans                                                                      |  | $                 | 29,975  |                   | $ | 27,190 
|Taxable securities                                                         |  |                   | 2,939   |                   |   | 2,440  
|Nontaxable securities                                                      |  |                   | 382     |                   |   | 442    
|Dividends on securities                                                    |  |                   | 79      |                   |   | 63     
|Federal funds sold and other                                               |  |                   | 59      |                   |   | 70     
|Trust common securities                                                    |  |                   | 49      |                   |   | 40     
|                                                                           |  |                   |         |                   |   |        
|Total interest and dividend income                                         |  |                   | 33,483  |                   |   | 30,245 
|                                                                           |  |                   |         |                   |   |        
|Interest Expense                                                           |  |                   |         |                   |   |        
|Deposits                                                                   |  |                   | 7,660   |                   |   | 7,643  
|Federal funds purchased and securities sold under agreements to repurchase |  |                   | 283     |                   |   | 177    
|FHLB advances and other borrowings                                         |  |                   | 1,087   |                   |   | 1,022  
|Notes payable                                                              |  |                   | 493     |                   |   | 521    
|Subordinated debentures                                                    |  |                   | 1,647   |                   |   | 1,301  
|                                                                           |  |                   |         |                   |   |        
|Total interest expense                                                     |  |                   | 11,170  |                   |   | 10,664 
|                                                                           |  |                   |         |                   |   |        
|Net Interest Income                                                        |  |                   | 22,313  |                   |   | 19,581 
|Provision for Loan Losses                                                  |  |                   | 856     |                   |   | 955    
|                                                                           |  |                   |         |                   |   |        
|Net Interest Income After Provision for Loan Losses                        |  |                   | 21,457  |                   |   | 18,626 
|                                                                           |  |                   |         |                   |   |        
|Noninterest Income                                                         |  |                   |         |                   |   |        
|Service charges and other fees                                             |  |                   | 4,352   |                   |   | 3,493  
|Net gain from sale of loans                                                |  |                   | 966     |                   |   | 2,592  
|Loan servicing fees                                                        |  |                   | 1,010   |                   |   | 744    
|Gains on sale of securities, net                                           |  |                   | 20      |                   |   | 1,067  
|Trust department income                                                    |  |                   | 496     |                   |   | 468    
|Other                                                                      |  |                   | 681     |                   |   | 948    
|                                                                           |  |                   |         |                   |   |        
|Total noninterest income                                                   |  |                   | 7,525   |                   |   | 9,312  
|                                                                           |  |                   |         |                   |   |        
|Noninterest Expense                                                        |  |                   |         |                   |   |        
|Salaries and employee benefits                                             |  |                   | 9,419   |                   |   | 8,851  
|Occupancy expenses, net                                                    |  |                   | 1,181   |                   |   | 1,083  
|Data processing                                                            |  |                   | 1,020   |                   |   | 771    
|Equipment expenses                                                         |  |                   | 808     |                   |   | 776    
|Advertising                                                                |  |                   | 1,046   |                   |   | 1,117  
|Professional fees                                                          |  |                   | 945     |                   |   | 900    
|Communication expense                                                      |  |                   | 566     |                   |   | 549    
|Amortization of core deposit and other intangibles                         |  |                   | 350     |                   |   | 370    
|Amortization and valuation adjustments of mortgage servicing rights        |  |                   | 668     |                   |   | 717    
|Other                                                                      |  |                   | 1,683   |                   |   | 1,819  
|                                                                           |  |                   |         |                   |   |        
|Total noninterest expense                                                  |  |                   | 17,686  |                   |   | 16,953 
|                                                                           |  |                   |         |                   |   |        
|Income Before Income Taxes and Minority Interests                          |  |                   | 11,296  |                   |   | 10,985 
|Provision for Income Taxes                                                 |  |                   | 3,977   |                   |   | 4,025  
|                                                                           |  |                   |         |                   |   |        
|Income Before Minority Interests                                           |  |                   | 7,319   |                   |   | 6,960  
|Minority Interests                                                         |  |                   | 159     |                   |   | 144    
|                                                                           |  |                   |         |                   |   |        
|Net Income                                                                 |  | $                 | 7,160   |                   | $ | 6,816  
|                                                                           |  |                   |         |                   |   |        
|Basic Earnings Per Common Share                                            |  | $                 | 55.51   |                   | $ | 52.15  
|                                                                           |  |                   |         |                   |   |        
|Cash Dividends Per Share Declared on Common Stock                          |  | $                 | 1.85    |                   | $ | 1.65   
|                                                                           |  |                   |         |                   |   |        
|Weighted Average Shares Outstanding                                        |  |                   | 123,802 |                   |   | 124,952
|                                                                           |  |                   |         |                   |   |        



See Notes to
Consolidated Financial Statements.



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GREAT WESTERN BANCORPORATION, INC.

Consolidated Statements of Cash Flows

For The Three Months Ended

(In
thousands)

(unaudited)



|                                                                                                    |  |                   |         |   |                   |   |         |  
|--------------------------------------------------------------------------------------------------- |  | ----------------- | ------- | - | ----------------- | - | ------- | -
|                                                                                                    |  | September 30,2004 |         |   | September 30,2003 |  
|Net Cash Provided By (Used In) Operating Activities                                                 |  | $                 | 6,925   |   |                   | $ | (670    | )
|                                                                                                    |  |                   |         |   |                   |   |         |  
|Investing Activities                                                                                |  |                   |         |   |                   |   |         |  
|Proceeds from maturities of certificates of deposit                                                 |  |                   | 99      |   |                   |   |        |  
|Proceeds from sales and maturities of securities available for sale                                 |  |                   | 30,776  |   |                   |   | 38,466  |  
|Purchase of securities available for sale                                                           |  |                   | (41,546 | ) |                   |   | (55,151 | )
|Proceeds from sale of other real estate owned                                                       |  |                   | 448     |   |                   |   | 1,982   |  
|Proceeds from redemption of trust common securities                                                 |  |                   | 631     |   |                   |   |        |  
|Net increase in loans                                                                               |  |                   | (56,821 | ) |                   |   | (22,808 | )
|Proceeds from sale of premises and equipment                                                        |  |                   | 43      |   |                   |   | 62      |  
|Purchase of premises and equipment                                                                  |  |                   | (3,071  | ) |                   |   | (1,963  | )
|Purchase of mortgage servicing rights                                                               |  |                   | (42     | ) |                   |   | (973    | )
|                                                                                                    |  |                   |         |   |                   |   |         |  
|Net cash used in investing activities                                                               |  |                   | (69,483 | ) |                   |   | (40,385 | )
|                                                                                                    |  |                   |         |   |                   |   |         |  
|Financing Activities                                                                                |  |                   |         |   |                   |   |         |  
|Retirement of subordinated debentures                                                               |  |                   | (21,031 | ) |                   |   |        |  
|Net increase (decrease) in deposits                                                                 |  |                   | 22,435  |   |                   |   | (13,245 | )
|Net increase in federal funds purchased and securities sold under agreements to repurchase          |  |                   | 17,836  |   |                   |   | 11,682  |  
|Net increase in FHLB advances and other borrowings                                                  |  |                   | 42,983  |   |                   |   | 8,236   |  
|Payment of other liabilities                                                                        |  |                   | (2,555  | ) |                   |   | (1,125  | )
|Dividends paid, including ($63) and ($44) paid to minority interests, respectively                  |  |                   | (580    | ) |                   |   | (547    | )
|                                                                                                    |  |                   |         |   |                   |   |         |  
|Net cash provided by financing activities                                                           |  |                   | 59,088  |   |                   |   | 5,001   |  
|                                                                                                    |  |                   |         |   |                   |   |         |  
|Net decrease in cash and cash equivalents                                                           |  |                   | (3,470  | ) |                   |   | (36,054 | )
|                                                                                                    |  |                  
|Cash and cash equivalents:                                                                          |  |                   |         |   |                   |   |         |  
|Cash and Cash Equivalents  Beginning of Quarter                                                    |  |                   | 76,410  |   |                   |   | 107,159 |  
|                                                                                                    |  |                   |         |   |                   |   |         |  
|Cash and Cash Equivalents  End of Quarter                                                          |  | $                 | 72,940  |   |                   | $ | 71,105  |  
|                                                                                                    |  |                   |         |   |                   |   |         |  
|Supplemental Disclosures of Cash Flow Information:                                                  |  |                   |         |   |                   |   |         |  
|Cash payments for interest                                                                          |  | $                 | 11,252  |   |                   | $ | 11,379  |  
|Cash payments for income taxes                                                                      |  |                   | 637     |   |                   |   | 1,065   |  
|Supplemental Schedules of Noncash Investing and Financing Activities:                               |  |                   |         |   |                   |   |         |  
|Net change in unrealized gain (loss) on securities available for sale, net of deferred income taxes |  |                   | 4,961   |   |                   |   | (4,529  | )
|Purchase of mortgage servicing rights for other liabilities                                         |  |                   | 2,031   |   |                   |   | 1,053   |  
|Loans transferred to other real estate owned and other assets                                       |  |                   | 242     |   |                   |   | 435     |  



See Notes to
Consolidated Financial Statements.



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##### Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1. Basis of Presentation.



The consolidated
financial statements include the accounts of Great Western Bancorporation, Inc. (Great Western) and its subsidiaries. All material intercompany accounts and transactions with subsidiaries are eliminated in consolidation.



The consolidated subsidiaries are as follows: Great Western Bank (100.0%
owned), which is chartered in Omaha, Nebraska; Great Western Bank, (96.1% owned), which is chartered in Watertown, South Dakota; Great Western Bank, (100.0% owned), which is chartered in Clive, Iowa; Great Western Service Corporation, (100.0% owned
by bank subsidiaries, excluding Great Western Bank, Omaha), a data processing organization. Great Western Bank, Omaha also owns 100.0% of GW Leasing, Inc., a leasing company.



The June 30, 2004 consolidated balance sheet has been derived from Great Westerns audited balance sheet as of that
date. The consolidated financial statements as of September 30, 2004 and for the three months ended September 30, 2004 and 2003 are unaudited but include all adjustments (consisting only of normal recurring adjustments), which Great Western
considers necessary for a fair presentation of financial position and results of its operations and its cash flows for those periods. Certain information and note disclosures normally included in Great Westerns annual financial statements
prepared in accordance with generally accepted accounting principles have been condensed or omitted. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in Great
Westerns Form 10-K annual report for 2004 filed with the Securities and Exchange Commission. Results for the three months ended September 30, 2004 are not necessarily indicative of the results to be expected for future periods.



2. Earnings Per Common Share.



Earnings per share have been computed on the basis of weighted average
number of common shares outstanding during each period presented. Dividends accumulated or declared on cumulative and noncumulative preferred stock, which totaled $287,000 and $300,000 in the three months ended September 30, 2004 and 2003, reduced
earnings available to common stockholders in the computation. Great Western has no common stock equivalents.



3. Comprehensive Income.



Comprehensive income was $12,121,000 and $2,287,000 for the three months ended September 30, 2004 and 2003 respectively. The difference between
comprehensive income and net income presented in the Consolidated Statements of Income is attributed solely to the change in unrealized gains and losses on securities available for sale during the periods presented.



4. The Legal Proceedings.



Great Western and its subsidiary banks are from time to time parties to
various legal actions arising in the normal course of business. Management believes there is no proceeding threatened or pending against Great Western or its subsidiaries, which, if determined adversely, would have a material adverse effect on its
financial condition or results of operations.



5. Subsequent
Event.



During October 2004, final regulatory approval was
received for the acquisition of all of the outstanding stock of Oak Bancorporation and its subsidiaries. Oak Bancorporation owns two banks, Security State Bank, Red Oak, Iowa and Oakland State Bank, Oakland, Iowa. Approximately $88,500,000 in
assets, $55,800,000 in loans and $77,700,000 in deposits will be acquired or assumed. Great Western expects to record approximately $2,100,000 of intangible assets at closing. Great Western expects the acquisition to close on November 5, 2004.



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##### Table of Contents

6. Financing Activities.



On August 18, 2004, Great Western redeemed $21,031,000 of Debentures from GWB Capital Trust I. GWB Trust I redeemed all
outstanding Common Securities (63,093 shares) and Preferred Securities (2,040,000 shares) at the $10 par value plus accumulated and unpaid distributions. Great Western owned 100% of the Common Securities. The accumulated and unpaid distributions on
the Common and Preferred Securities on August 18, 2004 were $6,000 and $187,000, respectively. The total distributions for the redemption of the Common Securities were $637,000 and the total distributions for the Preferred Securities were
$20,587,000. The distributions were made from cash on hand.



7.
Recent Accounting Pronouncements.



Effective March 31,
2004, Emerging Issues Task Force Issue No. 03-1 The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments (EITF 03-1) was issued. EITF 03-1 provides guidance for determining the meaning of
other-than-temporarily impaired and its application to certain debt and equity securities within the scope of Statement of Financial Accounting Standards No. 115 Accounting for Certain Investments in Debt and Equity
Securities (SFAS 115) and investments accounted for under the cost method. The guidance requires that investments which have declined in value due to credit concerns or solely due to changes in interest rates must be recorded as
other-than-temporarily impaired unless the Corporation can assert and demonstrate its intention to hold the security for a period of time sufficient to allow for a recovery of fair value up to or beyond the cost of the investment which might mean
maturity. This issue also requires disclosures assessing the ability and intent to hold investments in instances in which an investor determines that an investment with a fair value less than cost is not other-than-temporarily impaired.



On September 30, 2004, the FASB decided to delay the effective date for
the measurement and recognition guidance contained in Issue 03-1. This delay does not suspend the requirement to recognize other-than-temporary impairments as required by existing authoritative literature. The disclosure guidance in Issue 03-1 was
not delayed.



ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION



GENERAL



Great Western is a multi-bank holding company organized under the laws of Iowa whose primary business is providing trust, commercial, consumer, and mortgage banking services through its Nebraska, South Dakota and Iowa
based subsidiary banks. Substantially all of Great Westerns income is generated from banking operations.



The Companys fiscal year end is June 30.



CRITICAL ACCOUNTING POLICIES



Great Westerns critical accounting policies involving the more significant judgments and assumptions used in the preparation of the consolidated
financial statements as of September 30, 2004, have remained unchanged from June 30, 2004. These policies involve the provision and allowance for loan losses, and valuation of mortgage servicing rights and intangibles. Disclosure of these critical
accounting policies is incorporated by reference under Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations in Great Westerns Annual report on Form 10-K for Great Westerns fiscal
year ended June 30, 2004.



FINANCIAL CONDITION, LIQUIDITY AND CAPITAL
RESOURCES



Average assets were $2,462,285,000 for the
three months ended September 30, 2004 compared to $2,177,358,000 for the three months ended September 30, 2003, a 13.09% increase. Average interest-earning assets were $2,272,927,000 for the three months ended September 30, 2004 and $2,007,104,000
for the three months ended September 30, 2003, representing a 13.24% increase. Average assets and average interest-earning assets increased due to internal growth and an acquisition of $123,591,000 of assets in February 2004.



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Total assets were $2,506,060,000 at September 30, 2004, an increase of $76,151,000 or 3.13% from June 30,
2004. The increase in total assets is due to a $18,604,000 or 5.10% increase in securities available for sale and a $59,651,000 or 3.26% increase in loans, net of unearned fees and allowance for loan losses.



Securities available for sale were $383,451,000 at September 30, 2004, and
$364,847,000 at June 30, 2004. The increase of $18,604,000 or 5.10% was due to internal growth. Securities available for sale with unrealized losses were $128,941,000 at September 30, 2004 with total unrealized losses of $1,649,000. Securities
available for sale with unrealized losses were $278,210,000 at June 30, 2004 with total unrealized losses of $8,203,000. The unrealized losses for longer than twelve continuous months were $705,000 at September 30, 2004 and $620,000 at June 30,
2004. The losses for all securities are a direct result of declining interest rates. Great Western has the ability and intent to hold these securities for a period of time sufficient to allow for a recovery in fair value.



Loans, net of unearned fees, grew $59,651,000 or 3.26% during the three
months ended September 30, 2004 due to internal growth. Included are loans originated for resale of $9,386,000 at September 30, 2004, a decrease of $2,954,000 when compared to $12,340,000 at June 30, 2004. The decrease in loans originated for resale
is due to the decline in the volume of refinanced mortgages originated during the three months ended September 30, 2004.



Mortgage servicing rights, net, were $15,958,000 at September 30, 2004, an increase of $1,401,000 or 9.62%, from June 30, 2004. Mortgage servicing rights
increased due to purchases of $2,069,000, less valuation adjustments and amortization expense of $668,000 recognized during the three months ended September 30, 2004.



The allowance for loan losses increased to $23,150,000 at September 30, 2004 from $22,643,000 at June 30, 2004. The
allowance represented 1.21% and 1.22% of loans, net of unearned fees as of September 30, 2004 and June 30, 2004.



For the three months ended September 30, 2004, Great Westerns annualized return on average assets (ROA) was 1.16%, compared to 1.25% for
the three months ended September 30, 2003. Return on average stockholders equity (ROE) for the three months ended September 30, 2004 and 2003 was 19.76% and 21.42%, respectively. The decreases in ROA and ROE are due to a 5.04%
increase in net income for the three months ending September 30, 2004 compared to increases of 13.09% in average assets and equity from the same period a year ago.



Cash and cash equivalents, certificates of deposit and securities available for sale totaled $456,391,000 or 18.21% of total
assets at September 30, 2004, compared to $441,356,000 or 18.16% at June 30, 2004.



At September 30, 2004, the Companys leverage ratio was 6.21%, Tier 1 risk-based capital ratio was 7.44%, and total risk-based capital ratio was 12.13%, compared to minimum required levels of 4% for leverage and
Tier 1 risk-based capital ratios and 8% for total risk-based capital ratio, subject to change at the discretion of regulatory authorities to impose higher standards in individual cases. At September 30, 2004, the Company had net risk-weighted assets
of $2,009,667,000.



RESULTS OF OPERATIONS



Comparison of the Three Months Ended September 30, 2004 and September 30, 2003.



Net Interest Income



Total interest income for the three months ended September 30, 2004 was
$33,483,000, a 10.71% increase from $30,245,000 for the three months ended September 30, 2003. The primary cause for the $3,238,000 increase in total interest income is the increase in average interest-earning assets. Average interest-earning assets
were $2,272,927,000 for the three months ended September 30, 2004; an increase of $265,823,000 or 13.24% from $2,007,104,000 for the three months ended September 30, 2003.



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Total interest expense for the three months ended September 30, 2004 was $11,170,000, a 4.75% increase
from $10,664,000 for the three months ended September 30, 2003. The primary cause for the $506,000 in total interest expense is the increase in interest-bearing liabilities. Average interest-bearing liabilities were $2,059,443,000 for the three
months ended September 30, 2004; an increase of $310,597,000 or 17.76% from $1,748,846,000 for the three months ended September 30, 2003. The increase in interest-bearing liabilities is a result of acquisitions, internal growth, and the issuance of
additional subordinated debentures.



Net interest income was
$22,313,000 for the three months ended September 30, 2004, compared to $19,581,000 for the same period in 2003, an increase of 13.95%. Great Westerns net interest margin increased to 3.93% for the three months ended September 30, 2004 from
3.90% for the three months ended September 30, 2003. The increase in the net interest margin was caused by a larger increase in net interest income when compared to the increase in the average interest earning assets.



Provision for Loan Losses



The provision for loan losses for the three months ended September 30, 2004
was $856,000, compared to $955,000 for the three months ended September 30, 2003. The decrease was due to a decrease in estimated loan losses.



Noninterest Income



Noninterest income for the three months ended September 30, 2004 was $7,525,000, a decrease of $1,787,000 or 19.19% over the same period last fiscal year.
The decrease resulted primarily from a $1,626,000 decrease in gain on the sale of loans and a $1,047,000 decrease in gain sale of securities. The decrease in the gain on the sale of loans is a result of the decrease in loans originated for resale.



These decreases were offset by an $886,000 increase in service
charges and other fees. The increase in service charges and other fees is a function of the increased number and type of deposit accounts which resulted from acquisitions and de novo branch expansion.



Noninterest Expense



Noninterest expense for the three months ended September 30, 2004 was $17,686,000, an increase of $733,000 or 4.32% for the
current fiscal period when compared to the same fiscal period one year ago. The increase resulted primarily from a $568,000 increase in salaries and employee benefits expense and a $249,000 increase in data processing expense.



Salaries and employee benefits expense increased by $568,000 or 6.41%, to
$9,419,000 for the three months ended September 30, 2004 from $8,851,000 for the three months ended September 30, 2003. Contributing to this increase is the increase in staffing levels as a result of acquisitions and expansion through de novo
branches.



Data processing expense increased by $249,000 or
32.30% to $1,020,000 for the three months ended September 30, 2004 from $771,000 for the three months ended September 30, 2003. The increase is a result of internal growth.



Income Taxes



Income taxes for the three months ended September 30, 2004 and September 30, 2003 were $3,977,000 and $4,025,000. The effective tax rates for the three
months ended September 30, 2004 and September 30, 2003, were 35.21% and 36.64% respectively. The effective income tax rates are lower for the 2004 period compared to the 2003 period due to higher levels of tax-exempt interest income and tax credits.



ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Asset/liability management refers to managements efforts to minimize fluctuations in net interest income caused by interest rate changes. This is
accomplished by managing the repricing of interest rate sensitive interest earning assets and interest bearing liabilities. Controlling the maturity or repricing of an institutions liabilities and assets in order to minimize interest rate risk
is commonly referred to as gap management.



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Close matching of the repricing of assets and liabilities will normally result in little change in net interest income
when interest rates change. A mismatched gap position will normally result in changes in net interest income as interest rates change.



Management regularly monitors the interest sensitivity position and considers this position in its decisions with regard to the Companys interest
rates and maturities for interest earning assets acquired and interest bearing liabilities accepted.



There has not been a material change in the interest rate sensitivity of the Company during the three months ended September 30, 2004.



ITEM 4: CONTROLS AND PROCEDURES



Great Westerns principal executive officer and principal financial officer have concluded that Great Westerns disclosure controls and procedures as defined in Exchange Act Rule 13a-14(c), based on their evaluation of such
controls and procedures conducted within 90 days prior to the date hereof, are effective to ensure that information required to be disclosed by Great Western in the reports it files under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to Great Westerns management, including its
principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.



There have been no significant changes in Great Westerns internal controls or in other factors that could significantly affect these controls
subsequent to the date of the evaluation referred to above.



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PART II



OTHER INFORMATION



ITEM 1: LEGAL PROCEEDINGS



None



ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS



None



ITEM 3: DEFAULTS UPON SENIOR SECURITIES



None



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



None



ITEM 5: OTHER INFORMATION



None



ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K



(a). Exhibits:



|         |  |                                                                                                                                                                                                  
|-------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1   - |  | Chief Executive Officers Certification Pursuant to Rule 13(a)  14 of the Securities and Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|         | 
|31.2   - |  | Chief Financial Officers Certification Pursuant to Rule 13(a)  14 of the Securities and Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|         | 
|32.1   - |  | Chief Executive Officers Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                
|         | 
|32.2   - |  | Chief Financial Officers Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                
|         | 
|(b).     |  | Reports on Form 8-K:                                                                                                                                                                             
|         | 
|         |  | No reports on Form 8-K were filed during the three months ended September 30, 2004.                                                                                                              

|
|



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SIGNATURES



Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





|                       |  |                                    |  |                                 
|---------------------- |  | ---------------------------------- |  | --------------------------------
|                       |  | GREAT WESTERN BANCORPORATION, INC.
|                       |  |                                   
|Date: October 29, 2004 |  | By:                                |  | /s/ Deryl F. Hamann             
|                       |  |                                    |  | Deryl F. Hamann, Chairman and   
|                       |  |                                    |  | Chief Executive Officer         
|                       |  |                                    |  | (Duly Authorized Representative)



(Authorized officer and principal
financial officer of the registrant)



|                       |  |     |  |                               
|---------------------- |  | --- |  | ------------------------------
|Date: October 29, 2004 |  | By: |  | /s/ James R. Clark            
|                       |  |     |  | James R. Clark, CFO, Secretary
|                       |  |     |  | and Treasurer                 



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