COMMUNITY FIRST BANKSHARES INC
10-Q/A, 1998-11-12
STATE COMMERCIAL BANKS
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                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC  20549

                                     FORM 10-Q/A
                             AMENDMENT NO. 1 TO FORM 10-Q


  [X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934
          For the quarterly period ended      September 30, 1998
                                            ----------------------------


                                          OR


  [  ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934
          For the transition period from ____________ to  ____________


                          Commission file number   0-19368
                                                  ---------

                           COMMUNITY FIRST BANKSHARES, INC.
                           --------------------------------
                (Exact name of registrant as specified in its charter)


           Delaware                                  46-0391436
    -------------------------------       ------------------------------------
    (State or other jurisdiction of       (I.R.S. Employer Identification No.)
     incorporation or organization)


          520 Main Avenue
            Fargo, ND                                          58124
    ----------------------------------------            -----------------
    (Address of principal executive offices)                (Zip Code)


                                    (701) 298-5600
                 ----------------------------------------------------
                 (Registrant's telephone number, including area code)

Indicated by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: YES   X   NO
                                              -----    -----

At November 9, 1998, 47,196,422 shares of Common Stock were outstanding.


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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.



                                       COMMUNITY FIRST BANKSHARES, INC.



Date:  November 12, 1998               /s/ Mark A. Anderson
                                      ----------------------------------
                                           Mark A. Anderson
                                           Vice Chairman, Chief Financial
                                           Officer, Chief Information Officer,
                                           Treasurer, Secretary
                                           (Principal Financial and Accounting
                                           Officer)



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