FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

FIRST INTERSTATE BANCSYSTEM, INC.

(Exact name of issuer as specified in its charter)

Montana (State or other Jurisdiction of incorporation or organization)		81-0331430 (I.R.S. Employer Identification Number)

401 North 31^st Street, Billings, Montana 59116
(Address of Principal Executive Offices and Zip Code)

SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF FIRST INTERSTATE BANCSYSTEM, INC. – 2002
RESTATEMENT

FIRST INTERSTATE BANCSYSTEM, INC. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS PLAN, AS AMENDED, AND

FIRST INTERSTATE BANCSYSTEM, INC. EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED AND RESTATED
(Full titles of plans)

Terrill R. Moore
Executive Vice President and Chief Financial Officer
FIRST INTERSTATE BANCSYSTEM, INC.
401 North 31st Street
Billings, Montana 59116
(Name and address of agent for service)

(406) 255-5390
(Telephone number, including area code, of agent for service)

With Copy to:
Holland & Hart LLP
Attn: David G. Angerbauer, Esq.
60 East South Temple, Suite 2000
Salt Lake City, Utah 84111
(801) 595-7800

 

 

EXPLANATORY NOTE

     This Post-Effective Amendment No. 3 to Registration Statement on Form S-8 (Commission File No. 333-53011) is being filed solely for the purpose of amending the exhibit list to include Second Amendment to Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc. — 2002 Restatement (Exhibit 4.34).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. EXHIBITS

Regulation S-K
Exhibit		Document
4.1(1)		Restated Articles of Incorporation of the Registrant dated February 27, 1986
4.2(2)		Articles of Amendment to Restated Articles of Incorporation of the Registrant dated September 26, 1996
4.3(2)		Articles of Amendment to Restated Articles of Incorporation of the Registrant dated September 26, 1996
4.4(3)		Articles of Amendment to Restated Articles of Incorporation of the Registrant dated October 7, 1997
4.6(4)		Specimen of common stock certificate of First Interstate BancSystem, Inc.
4.7*		Shareholder’s Agreement for non-Scott family members.
4.10(9)		Revised Bylaws of First Interstate BancSystem, Inc. dated July 29, 2004.
4.15(1)		Stock Option and Stock Appreciation Rights Plan of the Registrant, as amended.
4.20(7)		Form of Charity Shareholder’s Agreement with charitable shareholders.
4.26(7)		Form of Shareholder’s Agreement for non-Scott family members dated August 24, 2001.
4.27(5)		Form of Shareholder’s Agreement for non-Scott family members dated August 19, 2002.
4.29(8)		Shareholder’s Agreement with Scott Family Members dated January 11, 1999.
4.30(6)		Employee Stock Purchase Plan of the Registrant, as amended and restated effective April 30, 2003.
4.32(6)		Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc. — 2002 Restatement.
4.33(6)		First Amendment to Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc. — 2002 Restatement, dated August 4, 2003.

Regulation S-K
Exhibit		Document
4.34(6)		Second Amendment to Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc. — 2002 Restatement, dated March 31, 2005.
5*		Opinion of Holland & Hart LLP, as to the legality of securities being registered.
23.1*		Consent of KPMG LLP, Independent Certified Public Accountants.
23.2*		Consent of Holland & Hart LLP (contained in Exhibit 5)
24		Power of Attorney (included on page 4 of this Registration Statement)

(1)		Incorporated by reference to the Registrant’s Registration Statement on Form S-1, No. 033-84540.
(2)		Incorporated by reference to the Registrant’s Form 8-K dated October 1, 1996.
(3)		Incorporated by reference to the Registrant’s Registration Statement on Form S-1, No. 333-37847.
(4)		Incorporated by reference to the Registrant’s Registration Statement on Form S-1, No. 333-03250.
(5)		Incorporated by reference to the Registrant’s Post Effective Amendment No. 2 to Registration Statement on Form S-8, No. 333-76825.
(6)		Incorporated by reference to the Registrant’s Post Effective Amendment No. 3 to Registration Statement on Form S-8, No. 333-76825.
(7)		Incorporated by reference to the Registrant’s Post Effective Amendment No. 1 to Registration Statement on Form S-8, No. 333-76825.
(8)		Incorporated by reference to the Registrant’s Registration Statement on Form S-8, No. 333-76825.
(9)		Incorporated by reference to the Registrant’s Post Effective Amendment No. 4 to Registration Statement of Form S-8, No. 333-76825.
*		Previously filed.

SIGNATURES

1. REGISTRANT

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post Effective Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Billings, State of Montana, on August 12, 2005.

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature to this Registration Statement appears below hereby constitutes and appoints Thomas W. Scott and Terrill R. Moore, and each of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, to sign on his behalf individually and in the capacity stated below, and to perform any acts necessary to be done in order to file all amendments and post-effective amendments to this Registration Statement, and any and all instruments or documents filed as part of or in connection with this Registration Statement or the amendments thereto and each of the undersigned does hereby ratify and confirm all that such attorney-in-fact and agent, or his substitutes, shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, the Registration Statement has been signed below by the following persons in the capacities indicated on August 12, 2005.

Signature		Title
/s/ Thomas W. Scott   Thomas W. Scott**		Chairman of the Board
/s/ James R. Scott   James R. Scott**		Vice Chairman of the Board
/s/ Homer A. Scott, Jr.   Homer A. Scott, Jr.**		Director
/s/ Randall I. Scott   Randall I. Scott**		Director
Sandra Scott Suzor		Director
/s/ Charles M. Heyneman   Charles M. Heyneman**		Director
Terry W. Payne		Director
/s/ James W. Haugh   James W. Haugh**		Director
Martin A. White		Director
/s/ Robert L. Nance   Robert L. Nance**		Director
Julie A. Scott		Director
Elouise C. Cobell		Director
/s/ Richard A. Dorn   Richard A. Dorn**		Director

Signature		Title
Michael J. Sullivan		Director
/s/ William B. Ebzery   William B. Ebzery**		Director
David H. Crum		Director
/s/ Lyle R. Knight   Lyle R. Knight		President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ Terrill R. Moore   Terrill R. Moore		Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)

		**By Power of Attorney:		/s/ Terrill R. Moore
				Terrill R. Moore Attorney-in-Fact

2.

SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF FIRST INTERSTATE BANCSYSTEM, INC. — 2002 RESTATEMENT

     Pursuant to the requirements of the Securities Act, the trustee has duly caused this Post Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Billings, State of Montana, on August 12, 2005.

FIRST INTERSTATE BANCSYSTEM, INC.

EXHIBITS INDEX

Regulation S-K
Exhibit		Document
4.1(1)		Restated Articles of Incorporation of the Registrant dated February 27, 1986
4.2(2)		Articles of Amendment to Restated Articles of Incorporation of the Registrant dated September 26, 1996
4.3(2)		Articles of Amendment to Restated Articles of Incorporation of the Registrant dated September 26, 1996
4.4(3)		Articles of Amendment to Restated Articles of Incorporation of the Registrant dated October 7, 1997
4.6(4)		Specimen of common stock certificate of First Interstate BancSystem, Inc.
4.7*		Shareholder’s Agreement for non-Scott family members.
4.10(9)		Revised Bylaws of First Interstate BancSystem, Inc. dated July 29, 2004.
4.15(1)		Stock Option and Stock Appreciation Rights Plan of the Registrant, as amended.
4.20(7)		Form of Charity Shareholder’s Agreement with charitable shareholders.
4.26(7)		Form of Shareholder’s Agreement for non-Scott family members dated August 24, 2001.
4.27(5)		Form of Shareholder’s Agreement for non-Scott family members dated August 19, 2002.
4.29(8)		Shareholder’s Agreement with Scott Family Members dated January 11, 1999.
4.30(6)		Employee Stock Purchase Plan of the Registrant, as amended and restated effective April 30, 2003.
4.32(6)		Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc. — 2002 Restatement.
4.33(6)		First Amendment to Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc. — 2002 Restatement, dated August 4, 2003.
4.34(6)		Second Amendment to Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc. — 2002 Restatement, dated March 31, 2005.
5*		Opinion of Holland & Hart LLP, as to the legality of securities being registered.
23.1*		Consent of KPMG LLP, Independent Certified Public Accountants.
23.2*		Consent of Holland & Hart LLP (contained in Exhibit 5)
24		Power of Attorney (included on page 4 of this Registration Statement)

(1)		Incorporated by reference to the Registrant’s Registration Statement on Form S-1, No. 033-84540.
(2)		Incorporated by reference to the Registrant’s Form 8-K dated October 1, 1996.
(3)		Incorporated by reference to the Registrant’s Registration Statement on Form S-1, No. 333-37847.
(4)		Incorporated by reference to the Registrant’s Registration Statement on Form S-1, No. 333-03250.
(5)		Incorporated by reference to the Registrant’s Post Effective Amendment No. 2 to Registration Statement on Form S-8, No. 333-76825.
(6)		Incorporated by reference to the Registrant’s Post Effective Amendment No. 3 to Registration Statement on Form S-8, No. 333-76825.
(7)		Incorporated by reference to the Registrant’s Post Effective Amendment No. 1 to Registration Statement on Form S-8, No. 333-76825.
(8)		Incorporated by reference to the Registrant’s Registration Statement on Form S-8, No. 333-76825.
(9)		Incorporated by reference to the Registrant’s Post Effective Amendment No. 4 to Registration Statement of Form S-8, No. 333-76825.
*		Previously filed.