SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FISHER DAN M

(Last)

(First)

(Middle)

COMMUNITY FIRST BANKSHARES, INC.

520 MAIN AVENUE

(Street)

FARGO

58124

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COMMUNITY FIRST BANKSHARES INC [ CFBX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Information Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock (CFBX)	11/01/2004		D		9,500	D	$32.25⁽¹⁾	0	D
Common Stock (CFBX)	11/01/2004		D		3,800	D	$32.25⁽¹⁾	0	I	401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option - Right to Buy	$19.3125	11/01/2004		D			3,334⁽²⁾	09/09/1999⁽³⁾	02/06/2011	Common Stock	10,000	$19.3125	0	D
Option - Right to Buy	$24.25	11/01/2004		D			12,000⁽²⁾	09/09/1999⁽³⁾	02/05/2012	Common Stock	12,000	$24.25	0	D
Option - Right to Buy	$26.29	11/01/2004		D			15,000⁽²⁾	09/09/1999⁽³⁾	04/22/2013	Common Stock	15,000	$26.29	0	D
Option - Right to Buy	$27.54	11/01/2004		D			10,000⁽²⁾	09/09/1999⁽³⁾	02/03/2014	Common Stock	10,000	$27.54	0	D
Option - Right to Buy	$26.2	11/01/2004		D			822⁽²⁾	09/09/1999⁽⁴⁾	02/02/2009	Common Stock	822	$26.2	0	D
Option - Right to Buy	$26.2	11/01/2004		D			3,999⁽²⁾	09/09/1999⁽⁵⁾	02/08/2010	Common Stock	3,999	$26.2	0	D
Option - Right to Buy	$26.2	11/01/2004		D			1,144⁽²⁾	09/09/1999⁽⁶⁾	02/06/2011	Common Stock	1,144	$26.2	0	D

Explanation of Responses:

1. Disposal pursuant to Agreement and Plan of Merger dated as of March 15, 2004 between Community First Bankshares and BancWest Corporation which provides for a cash payment of $32.25 per common share.

2. Disposal pursuant to Agreement and Plan of Merger dated as of March 15, 2004 between Community First Bankshares and BancWest Corporation in which each option has been cancelled in exchange for a cash payment of $32.25 per share, less the exercise price per share, for each share subject to option grant. All unvested options became vested with the merger.

3. The option becomes exercisable with respect to one-third of the shares per year, commencing one year from the date of grant, which is also nine years prior to the expiration date. All unvested options became vested with the merger.

4. Option acquired via reload feature of $19.5625 option grant

5. Option acquired via reload feature of $14.00 option grant.

6. Option acquired via reload feature of $19.3125 option grant.

	Galen O. Skarphol, Attorney-in-fact	11/01/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.