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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): November 16, 2009

FIRST INTERSTATE BANCSYSTEM, INC.

(Exact name of registrant as specified in its charter)


Montana	000-49733	81-0331430

(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employer Identification No.)

401 North 31^st Street, Billings, MT 59116

(Address of principal executive offices, including zip code)

(406) 255-5390

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

The information provided under Item 8.01 is also being furnished under this Item 7.01.

Item 8.01 Other Events.

On November 16, 2009, First Interstate BancSystem, Inc. (the “Registrant”) issued a letter to shareholders announcing the minority appraised value of its common stock as of September 30, 2009, as determined by the Registrant’s independent appraiser and delivered to the Registrant on November 16, 2009, and providing information regarding share repurchases by the Registrant and other information.

Forward-Looking and Cautionary Statements

The November 16, 2009 shareholder letter contains information related to our optimism regarding long-term performance in spite of uncertain economic times. These statements are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder. These statements involve inherent risks, uncertainties, assumptions, estimates and other important factors that could cause actual results to differ materially from any results, performance or events expressed or implied by such statements. All forward-looking statements are qualified in their entirety be reference to the factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2008 and subsequent Quarterly Reports on Form 10-Q filed with the SEC, including risk factors regarding (i) credit risk; (ii) concentrations of real estate loans; (iii) commercial loan risk; (iv) economic conditions in Montana, Wyoming and South Dakota; (v) adequacy of the allowance for loan losses; (vi) changes in interest rates; (vii) inability to meet liquidity requirements; (viii) inability of our subsidiaries to pay dividends; (ix) failure to meet debt covenants; (x) changes in or noncompliance with governmental regulations; (xi) capital required to support our bank subsidiaries; and (xii) other risk factors discussed therein, including investment risks affecting holders of our common stock. Forward-looking statements speak only as of the date of which they are made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of future events or developments.

The November 16, 2009 shareholder letter is attached as Exhibit 99 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

SIGNATURES

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

Dated: November 16, 2009


	FIRST INTERSTATE BANCSYSTEM, INC.
	By:	/s/ LYLE R. KNIGHT
		Lyle R. Knight
		President and Chief Executive Officer

Exhibit 99

Lyle R. Knight
President & Chief Executive Officer
406/255-5326
email: lyle.knight@fib.com

November 16, 2009

To Our Shareholders,

Today, we received notification from our independent appraiser that the minority appraised value of our common stock, as of September 30, 2009, is $61.50 per share. Beginning today, November 16, 2009 and continuing through the close of business on Monday, November 30, 2009, we will receive requests from existing shareholders who desire to sell their shares of common stock to the Company at the price of $61.50 per share.

If you desire to make a redemption request, please contact Amy Anderson, Assistant Corporate Secretary, tel: (406) 255-5320, fax: (406) 255-5350, email: amy.anderson@fib.com, and notify her in writing of your name (as reflected on your stock certificate) and the number of shares you desire the Company to repurchase. Written requests must be received by Ms. Anderson prior to 5:00 p.m. on Monday, November 30, 2009. Please note the foregoing applies to shares of common stock held by shareholders outside of the Company’s 401(k) retirement plan. For shares held inside the Company’s 401(k) retirement plan, the same dates and times are applicable, but please contact Becky Achten, ERISA Specialist, tel: (406)255-5243, fax: (406) 255-5213, e-mail: becky.achten@fib.com.

If you make a redemption request, please keep in mind that the Company may not purchase your shares. The Company has no obligation under any Shareholder Agreement or by contract, policy or otherwise to repurchase any outstanding shares of common stock and we are subject to various limitations on the amount of common stock we may repurchase under covenants contained in our debt instruments. Moreover, applicable banking laws and regulations, together with prudent capital management policies and decisions, may also limit stock redemptions.

As indicated in my prior letters, our goal is to ensure the long-term success of the Company. As we address one of the most challenging economic and banking environments in history, our goal is to continue building on the growth and strengths we have experienced for many years. We continue to remain profitable as demonstrated by our recently announced third quarter 2009 operating results. It is also important to note we have been recognized as a “well capitalized” bank holding company throughout our history. Our goal is to maintain this status.

After the close of the window period on November 30, 2009, our Board of Directors (or the Executive Committee thereof acting on behalf of the Board of Directors) will make a determination regarding the stock repurchases, if any, the Company will make. In its determination, the Board will take into account the number of shares requested for redemption, our existing liquidity and capital resources, prevailing market and banking industry conditions, future capital needs and various other factors. The Company has targeted the sum of $2.5 million to be used for stock repurchases in this current window period. However, this amount may change and is subject to the discretion of the Board. We anticipate the Board will render its determination within five business days following the close of the window period, and will then communicate to those shareholders who made a request the details of the repurchase, if any, including the effects of any waiver by the Company to repurchase shares under any applicable Shareholder Agreement and any potential pro rata or other applicable provision in the event the number of requested shares exceeds the dollar amount available for redemptions.

Please remember that neither the Board of Directors nor the Company or management makes any recommendation to shareholders as to whether to sell or buy shares of our common stock. As has been the case historically, shareholders must make their own decisions whether to sell or buy stock, taking into account applicable investment, tax and other individual considerations.

As a reminder to those employees holding FIBS stock options, the quarterly two-week window period applicable to stock repurchases will also apply if mature shares are utilized in a “cashless” exercise. Therefore, although stock option holders

may exercise their vested stock options at any time, they will only be able to use already owned shares in a cashless exercise during the window periods. Unlike stock redemptions, however, cashless exercises made during a window period will not require the delivery of a request beforehand and may be affected without waiting until the end of the window period.

If you are considering making a stock repurchase request, you should review our recent SEC filings before making any decision. These filings may be found on our website at www.firstinterstatebank.com/about/sec_filings.php and on the SEC’s website at www.sec.gov.

Notwithstanding difficult and uncertain economic times, we remain optimistic about our long-term performance. We appreciate your support as shareholders.

/s/ LYLE

PO Box 30918 • Billings, MT • 59116-0918 • (406)255-5390
www.firstinterstatebank.com