<SUBMISSION>
<ACCESSION-NUMBER>0000950124-04-003635
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>7
<PERIOD>20040630
<FILING-DATE>20040806
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>GLACIER BANCORP INC
<CIK>0000868671
<ASSIGNED-SIC>6022
<IRS-NUMBER>810519541
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>000-18911
<FILM-NUMBER>04957209
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>49 COMMONS LOOP
<STREET2>.
<CITY>KALISPELL
<STATE>MT
<ZIP>59901
<PHONE>4067564200
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>49 COMMONS LOOP
<STREET2>.
<CITY>KALISPELL
<STATE>MT
<ZIP>59901
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>v00993e10vq.txt
<DESCRIPTION>FORM 10-Q
<TEXT>
<PAGE>

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    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 June 30, 2004

[  ]  Transition report pursuant to section 13 or 15(d) of the Securities
      Exchange Act of 1934

      For the transition period from _______________ to _________________

                             COMMISSION FILE 0-18911

                              GLACIER BANCORP, INC.
                  --------------------------------------------
             (Exact name of registrant as specified in its charter)

MONTANA                                                    81-0519541
--------------------------------------------------------------------------------
(State or other jurisdiction of
incorporation or organization)                 (IRS Employer Identification No.)

--------------------------------------------------------------------------------
 49 Commons Loop, Kalispell, Montana                                    59901
--------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)

--------------------------------------------------------------------------------
Registrant's telephone number, including area code (406) 756-4200
--------------------------------------------------------------------------------

                                       N/A
--------------------------------------------------------------------------------
(Former name, former address, and former fiscal year, if changed since last
report)

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 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 ___

Indicate by checkmark whether the registrant is an accelerated filer (as defined
in Rule 12b-2 of the Exchange Act). Yes X No ___

The number of shares of Registrant's common stock outstanding on July 28, 2004
was 24,470,409. No preferred shares are issued or outstanding.

<PAGE>

                              GLACIER BANCORP, INC.
                          QUARTERLY REPORT ON FORM 10-Q

                                      INDEX

<TABLE>
<CAPTION>
                                                                                          Page#
                                                                                          -----
<S>                                                                                       <C>
PART I.              FINANCIAL INFORMATION

         Item 1 - Financial Statements

                     Condensed Consolidated Statements of Financial Condition -
                     June 30, 2004, December 31, 2003 and June 30, 2003 (unaudited)...       3

                     Condensed Consolidated Statements of Operations -
                     Three and six months ended June 30, 2004 and 2003 (unaudited).....      4

                     Condensed Consolidated Statements of Stockholders' Equity and
                     Comprehensive Income - Year ended December 31, 2003
                     and six months ended June 30, 2004 (unaudited)....................      5

                     Condensed Consolidated Statements of Cash Flows -
                     Six months ended June 30, 2004 and 2003 (unaudited)...............      6

                     Notes to Condensed Consolidated Financial Statements (unaudited)..      7

         Item 2 - Management's Discussion and Analysis
                      of Financial Condition and Results of Operations.................     19

         Item 3 - Quantitative and Qualitative Disclosure about Market Risk............     25

         Item 4 - Controls and Procedures..............................................     25

PART II              OTHER NFORMATION..................................................     26

         Item 1 - Legal Proceedings....................................................     26

         Item 2 - Changes in Securities and Use of Proceeds............................     26

         Item 3 - Defaults Upon Senior Securities......................................     26

         Item 4 -  Submission of Matters to a Vote of Security Holders.................     26

         Item 5 - Other Information....................................................     27

         Item 6 - Exhibits and Reports on Form 8-K.....................................     27

         Signatures....................................................................     28
</TABLE>

<PAGE>

                         GLACIER BANCORP, INC.
       CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
                                                                                      JUNE 30,        December 31,     June 30,
         (UNAUDITED - dollars in thousands, except per share data)                      2004             2003           2003
         ---------------------------------------------------------                  ------------      ----------     ----------
<S>                                                                                 <C>               <C>            <C>
ASSETS:
    Cash on hand and in banks...................................................    $     69,848          77,093         71,738
    Interest bearing cash deposits .............................................          13,302           9,047         11,387
                                                                                    ------------      ----------     ----------
       Cash and cash equivalents ...............................................          83,150          86,140         83,125
    Investment securities, available-for-sale ..................................       1,086,219       1,050,311        884,451
    Federal Home Loan Bank stock, at cost ......................................          43,579          41,235         39,431
    Federal Reserve Bank stock, at cost ........................................           5,800           5,408          5,250
    Net loans receivable .......................................................       1,555,159       1,413,392      1,333,604
    Loans held for sale ........................................................          16,085          16,973         48,831
    Premises and equipment, net ................................................          53,037          53,251         48,658
    Real estate and other assets owned .........................................             448             587            682
    Accrued interest receivable ................................................          15,480          14,941         13,213
    Core deposit intangible, net ...............................................           5,468           5,865          6,193
    Goodwill ...................................................................          37,375          36,951         33,189
    Other assets ...............................................................          14,109          14,579         14,734
                                                                                    ------------      ----------     ----------
                                                                                    $  2,915,909       2,739,633      2,511,361
                                                                                    ============      ==========     ==========
LIABILITIES AND STOCKHOLDERS' EQUITY:
    Non-interest bearing deposits...............................................    $    402,337         369,052        337,193
    Interest bearing deposits ..................................................       1,233,418       1,228,573      1,165,386
    Advances from Federal Home Loan Bank of Seattle ............................         848,770         777,294        625,670
    Securities sold under agreements to repurchase .............................          72,268          56,968         74,808
    Other borrowed funds .......................................................          14,051           8,018         12,383
    Accrued interest payable ...................................................           5,667           4,353          5,092
    Current income taxes .......................................................           1,744             826          1,314
    Deferred taxes .............................................................             128           7,369         10,244
    Subordinated debentures ....................................................          80,000          35,000         35,000
    Other liabilities ..........................................................          15,462          14,341         14,006
       Total liabilities .......................................................       2,673,845       2,501,794      2,281,096
                                                                                    ------------      ----------     ----------
    Preferred shares, 1,000,000 shares authorized. None outstanding ............               -               -              -
    Common stock, $.01 par value per share.  62,500,000 shares authorized ......             245             242            241
    Paid-in capital ............................................................         224,933         222,588        220,576
    Retained earnings (deficit) - substantially restricted .....................          21,489           8,393         (3,089)
    Accumulated other comprehensive (loss) income ..............................          (4,603)          6,616         12,537
                                                                                    ------------      ----------     ----------
       Total stockholders' equity ..............................................         242,064         237,839        230,265
                                                                                    ------------      ----------     ----------
                                                                                    $  2,915,909       2,739,633      2,511,361
                                                                                    ============      ==========     ==========
    Number of shares outstanding                                                      24,457,033      24,203,338     24,100,074
    Book value per share                                                            $       9.90            9.83           9.55
    Tangible book value per share                                                   $       8.15            8.06           7.92
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>

                              GLACIER BANCORP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
    (UNAUDITED - dollars in thousands, except per share data)     THREE MONTHS ENDED JUNE 30,       SIX MONTHS ENDED JUNE 30,
    ---------------------------------------------------------     ---------------------------      --------------------------
                                                                      2004            2003            2004               2003
                                                                  -----------      ----------      ----------      ----------
<S>                                                               <C>              <C>             <C>             <C>
INTEREST INCOME:
     Real estate loans ........................................   $     5,408           5,849          10,689          12,101
     Commercial loans .........................................        13,715          12,362          26,938          23,979
     Consumer and other loans .................................         4,912           5,030           9,748          10,132
     Investment securities and other ..........................        11,406           8,372          23,531          17,463
                                                                  -----------      ----------      ----------      ----------
           Total interest income ..............................        35,441          31,613          70,906          63,675
                                                                  -----------      ----------      ----------      ----------
INTEREST EXPENSE:
     Deposits .................................................         3,413           4,431           6,896           9,378
     Federal Home Loan Bank of Seattle advances ...............         4,491           4,087           8,936           8,299
     Securities sold under agreements to repurchase ...........           177             175             334             333
     Subordinated debentures ..................................         1,555             909           2,517           1,813
     Other borrowed funds .....................................            26              47              55              56
                                                                  -----------      ----------      ----------      ----------
           Total interest expense .............................         9,662           9,649          18,738          19,879
                                                                  -----------      ----------      ----------      ----------
NET INTEREST INCOME                                                    25,779          21,964          52,168          43,796
     Provision for loan losses ................................           965           1,051           1,795           1,892
                                                                  -----------      ----------      ----------      ----------
          Net interest income after provision for loan losses..        24,814          20,913          50,373          41,904
                                                                  -----------      ----------      ----------      ----------
NON-INTEREST INCOME:
     Service charges and other fees ...........................         4,982           3,846           9,055           7,435
     Miscellaneous loan fees and charges ......................         1,340           1,132           2,359           2,162
     Gains on sale of loans ...................................         2,026           3,211           3,797           5,482
     Gains on sale of investments, net of impairment charge ...             -           1,685               -           1,248
     Other income .............................................           500             439           1,048             999
                                                                  -----------      ----------      ----------      ----------
          Total non-interest income ...........................         8,848          10,313          16,259          17,326
                                                                  -----------      ----------      ----------      ----------
NON-INTEREST EXPENSE:
     Compensation, employee benefits
            and related expenses ..............................         9,851           9,050          19,657          17,029
     Occupancy and equipment expense ..........................         2,733           2,295           5,364           4,730
     Outsourced data processing expense .......................           368             266             781             828
     Core deposit intangibles amortization ....................           251             291             545             629
     Other expenses ...........................................         4,805           4,418           9,087           7,987
                                                                  -----------      ----------      ----------      ----------
          Total non-interest expense ..........................        18,008          16,320          35,434          31,203
                                                                  -----------      ----------      ----------      ----------
EARNINGS BEFORE INCOME TAXES                                           15,654          14,906          31,198          28,027
     Federal and state income tax expense .....................         4,891           4,974           9,825           9,247
                                                                  -----------      ----------      ----------      ----------
NET EARNINGS                                                      $    10,763           9,932          21,373          18,780
                                                                  ===========      ==========      ==========      ==========
Basic earnings per share ......................................   $      0.44            0.41            0.88            0.78
Diluted earnings per share ....................................   $      0.43            0.41            0.86            0.77
Dividends declared per share ..................................   $      0.17            0.15            0.34            0.28
Return on average assets (annualized) .........................          1.51%           1.67%           1.53%           1.63%
Return on average equity (annualized) .........................         17.60%          17.51%          17.54%          16.95%
Return on tangible average equity (annualized) ................         21.27%          21.20%          21.23%          20.62%
Average outstanding shares - basic ............................    24,454,851      24,084,445      24,400,662      24,014,340
Average outstanding shares - diluted ..........................    24,864,868      24,461,768      24,817,045      24,369,273
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>
                              GLACIER BANCORP, INC
            CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                            AND COMPREHENSIVE INCOME
         Year ended December 31, 2003 and Six months ended June 30, 2004

<TABLE>
<CAPTION>
                                                                                                   Retained
                                                                                                   earnings
                                                                                                 (accumulated  Accumulated  Total
                                                                   Common Stock                    deficit)    other comp-  stock-
                                                              ---------------------   Paid-in   substantially   rehensive  holders'
(UNAUDITED - dollars in thousands, except per share data)       Shares       Amount   capital     restricted     income     equity
                                                              -----------    ------   --------  -------------    --------- --------
<S>                                                           <C>            <C>      <C>       <C>            <C>         <C>
Balance at December 31, 2002 ...............................  23,768,000     $ 238     216,927     (15,027)       10,111    212,249
Comprehensive income:
     Net earnings ..........................................           --       --          --      38,008            --     38,008
     Unrealized loss on securities, net of reclassification
       adjustment and taxes ................................           --       --          --          --        (3,495)    (3,495)
                                                                                                                            -------
Total comprehensive income .................................                                                                 34,513
                                                                                                                            -------
Cash dividends declared ($ 60 per share) ...................           --       --          --     (14,573)           --    (14,573)
Stock options exercised ....................................      435,338        4       4,670          --            --      4,674
Acquisition of fractional shares ...........................           --       --          --         (15)           --        (15)
Tax benefit from stock related compensation ................           --       --         991          --            --        991
                                                              -----------    -----    --------      ------        ------    -------
Balance at December 31, 2003 ...............................   24,203,338    $ 242     222,588       8,393         6,616    237,839
Comprehensive income:
     Net earnings ..........................................           --       --          --      21,373            --     21,373
     Unrealized loss on securities, net of reclassification
         adjustment and taxes ..............................           --       --          --          --       (11,219)   (11,219)
                                                                                                                            -------
Total comprehensive income .................................                                                                 10,154
                                                                                                                            -------
Cash dividends declared ($ 34 per share) ...................           --       --          --      (8,277)           --     (8,277)
Stock options exercised ....................................      324,945        4       4,158          --            --      4,162
Repurchase and retirement of stock .........................      (71,250)      (1)     (1,804)         --            --     (1,805)
Acquisition of fractional shares ...........................           --       --          (9)         --            --         (9)
                                                              -----------    -----    --------      ------        ------    -------
Balance at June 30, 2004 ...................................   24,457,033    $ 245     224,933      21,489        (4,603)   242,064
                                                              ===========    =====    ========      ======        ======    =======
</TABLE>

See accompanying notes to condensed consolidated financial statements

                                       5
<PAGE>

                              GLACIER BANCORP, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
             (UNAUDITED - dollars in thousands)                            SIX MONTHS ENDED JUNE 30,
-------------------------------------------------------------             --------------------------
                                                                             2004          2003
                                                                          -----------     ----------
<S>                                                                       <C>             <C>
OPERATING ACTIVITIES :
      Net cash provided by operating activities.......................     $   35,876         33,038

INVESTING ACTIVITIES:
      Proceeds from sales, maturities and prepayments of
          investments available-for-sale..............................        124,561        162,984
      Purchases of investments available-for-sale ....................       (185,351)      (308,689)
      Principal collected on installment and commercial loans.........        283,618        307,486
      Installment and commercial loans originated or acquired.........       (403,443)      (413,141)
      Principal collections on mortgage loans.........................        146,440        143,767
      Mortgage loans originated or acquired...........................       (170,138)      (124,939)
      Net purchase of FHLB and FRB stock..............................         (1,901)          (672)
      Acquisition of Ione branch......................................         14,524              -
      Net addition of premises and equipment..........................         (2,046)        (3,459)
                                                                           ----------       --------
           NET CASH USED IN INVESTING ACTIVITIES......................       (193,736)      (236,663)
                                                                           ----------       --------
FINANCING ACTIVITIES:
      Net increase in deposits........................................         22,990         42,656
      Net increase in FHLB advances and other borrowed funds..........         77,509        139,305
      Net increase in securities sold under repurchase agreements.....         15,300         28,602
      Proceeds from issuance of subordinated debentures...............         45,000              -
      Cash dividends paid to stockholders.............................         (8,277)        (6,827)
      Proceeds from exercise of stock options.........................          4,162          3,637
      Repurchase and retirement of stock..............................         (1,805)             -
      Cash paid for stock split.......................................             (9)             -
                                                                           ----------       --------
          NET CASH PROVIDED BY FINANCING ACTIVITIES...................        154,870        207,373
                                                                           ----------       --------

          NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS........         (2,990)         3,748
      CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD................         86,140         79,377
                                                                           ----------       --------
      CASH AND CASH EQUIVALENTS AT END OF PERIOD......................     $   83,150         83,125
                                                                           ==========       ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

      Cash paid during the period for:           Interest.............     $   17,423         20,879
                                                 Income taxes.........     $    8,907          5,908
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       6
<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1)    Basis of Presentation:

      In the opinion of management, the accompanying unaudited consolidated
      financial statements contain all adjustments (consisting of normal
      recurring adjustments) necessary for a fair presentation of Glacier
      Bancorp Inc.'s (the "Company") financial condition as of June 30, 2004,
      December 31, 2003, and June 30, 2003, stockholders' equity for the six
      months ended June 30, 2004 and the year ended December 31, 2003, the
      results of operations for the three and six months ended June 30, 2004 and
      2003, and cash flows for the six months ended June 30, 2004 and 2003.

      The accompanying consolidated financial statements do not include all of
      the information and footnotes required by U. S. generally accepted
      accounting principles for complete financial statements. These
      consolidated financial statements should be read in conjunction with the
      consolidated financial statements and notes thereto contained in the
      Company's Annual Report on Form 10-K for the year ended December 31, 2003.
      Operating results for the six months ended June 30, 2004 are not
      necessarily indicative of the results anticipated for the year ending
      December 31, 2004. Certain reclassifications have been made to the 2003
      financial statements to conform to the 2004 presentation.

2)    Organizational Structure:

      The Company, headquartered in Kalispell, Montana, is a Montana corporation
      incorporated in 2004 as a successor corporation to the Delaware
      corporation incorporated in 1990, pursuant to the reorganization of
      Glacier Bank, FSB into a bank holding company. The Company is the parent
      company for seven wholly owned banking subsidiaries: Glacier Bank
      ("Glacier"), First Security Bank of Missoula ("First Security"), Western
      Security Bank ("Western"), Big Sky Western Bank ("Big Sky"), Valley Bank
      of Helena ("Valley"), and Glacier Bank of Whitefish ("Whitefish"), all
      located in Montana, and Mountain West Bank ("Mountain West") which is
      located in Idaho, Utah, and Washington. In addition, the Company formed
      two subsidiaries, Glacier Capital Trust I ("Glacier Trust I"), and Glacier
      Capital Trust II ("Glacier Trust II"), for the purpose of issuing trust
      preferred securities. The Company does not have any off-balance sheet
      entities.

      On March 24, 2004, the Company formed Glacier Trust II and subordinated
      debentures in the form of trust preferred securities of $45 million, with
      an interest rate of 5.79 percent, were issued by the Company. The proceeds
      were used for general corporate purposes.

      The following abbreviated organizational chart illustrates the various
      relationships:

<Table>
<S>                                           <C>
                                       Glacier Bancorp, Inc.
                                     (Parent Holding Company)
                                              |
----------------------------------------------|----------------------------------------------------
  Glacier Bank           First Security Bank  |    Western Security Bank       Mountain West Bank
(Commercial bank)           of Missoula      |      (Commercial bank)           of Coeur d'Alene
                         (Commercial bank)    |                                 (Commercial bank)
                                              |
----------------------------------------------|----------------------------------------------------
     Big Sky                 Valley Bank              Glacier Bank         Glacier Capital Trust I
  Western Bank                of Helena               of Whitefish                   and
(Commercial Bank)         (Commercial bank)         (Commercial bank)      Glacier Capital Trust II
</Table>

3)    Ratios:

      Returns on average assets and average equity were calculated based on
      daily averages.

                                       7
<PAGE>

4)    Dividends Declared:

      On April 28, 2004, the Board of Directors declared a five-for-four stock
      split payable May 20, 2004 to owners of record on May 11, 2004, and all
      share and per share amounts have been restated to reflect the effects of
      the stock split. On June 30, 2004, the Board of Directors declared a $.17
      per share quarterly cash dividend to stockholders of record on July 13,
      2004, payable on July 22, 2004.

5)    Computation of Earnings Per Share:

      Basic earnings per common share is computed by dividing net earnings by
      the weighted average number of shares of common stock outstanding during
      the period presented. Diluted earnings per share is computed by including
      the net increase in shares if dilutive outstanding stock options were
      exercised, using the treasury stock method.

      The following schedule contains the data used in the calculation of basic
      and diluted earnings per share.

<TABLE>
<CAPTION>
                                                      Three           Three                 Six              Six
                                                   months ended     months ended         months ended     months ended
                                                   June 30, 2004    June 30, 2003        June 30, 2004   June 30, 2003
                                                   -------------    -------------       --------------   -------------
<S>                                                <C>              <C>                 <C>              <C>
Net earnings available to common
   stockholders................................    $  10,763,000      9,932,000          21,373,000        18,780,000
Average outstanding shares - basic.............       24,454,851     24,084,445          24,400,662        24,014,340
Add:  Dilutive stock options...................          410,017        377,323             416,383           354,933
                                                   -------------     ----------          ----------        ----------
Average outstanding shares - diluted...........       24,864,868     24,461,768          24,817,045        24,369,273
                                                   =============     ==========          ==========        ==========
Basic earnings per share.......................    $        0.44           0.41                0.88              0.78
                                                   =============     ==========          ==========        ==========
Diluted earnings per share.....................    $        0.43           0.41                0.86              0.77
                                                   =============     ==========          ==========        ==========
</TABLE>

                                       8
<PAGE>

6)    Investments:

      A comparison of the amortized cost and estimated fair value of the
      Company's investment securities, available for sale, is as follows.

                         INVESTMENTS AS OF JUNE 30, 2004

<TABLE>
<CAPTION>
(Dollars in thousands)                                                                                Estimated
                                                      Weighted        Amortized   Gross Unrealized      Fair
                                                       Yield            Cost      Gains    Losses       Value
                                                     -----------    ------------  ------   --------   ----------
<S>                                                  <C>            <C>           <C>      <C>        <C>
U.S. GOVERNMENT AND FEDERAL AGENCIES

  maturing within one year.........................      1.29%               255       -        (1)         254
  maturing one year through five years.............      3.66%            21,168      11       (15)      21,164
  maturing five years through ten years............      2.94%               366      13         -          379
  maturing after ten years.........................      1.97%               495       3        (1)         497
                                                                     -----------   -----    -------   ---------
                                                         3.59%            22,284      27       (17)      22,294
                                                                     -----------   -----    -------   ---------
STATE AND LOCAL GOVERNMENTS AND OTHER ISSUES:

  maturing within one year.........................      5.02%               948       6        -           954
  maturing one year through five years.............      4.64%             5,749      73       (22)       5,800
  maturing five years through ten years............      5.37%             6,502     256         -        6,758
  maturing after ten years                               5.15%           297,700   4,628    (7,263)     295,065
                                                                     -----------   -----    -------   ---------
                                                         5.14%           310,899   4,963    (7,285)     308,577
                                                                     -----------   -----    -------   ---------

MORTGAGE-BACKED SECURITIES.........................      4.56%            65,231   1,077    (1,197)      65,111

REAL ESTATE MORTGAGE INVESTMENT CONDUITS...........      4.34%           695,400   3,479    (8,642)     690,237

FHLB AND FRB STOCK, AT COST........................      4.23%            49,379       -         -       49,379
                                                                     -----------   -----    -------   ---------
  TOTAL INVESTMENTS                                      4.55%       $ 1,143,193   9,546    (17,141)  1,135,598
                                                                     ===========   =====    =======   ==========
</TABLE>

                      INVESTMENTS AS OF DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                                                                                      Estimated
(Dollars in thousands)                                Weighted       Amortized     Gross Unrealized     Fair
                                                       Yield          Cost        Gains    Losses       Value
                                                     -----------    ------------  ------   --------   ----------
<S>                                                  <C>            <C>           <C>      <C>        <C>
U.S. GOVERNMENT AND FEDERAL AGENCIES

  maturing within one year.........................     0.85%       $        352       -          -         352
  maturing one year through five years.............     1.29%                259       -         (1)        258
  maturing after ten years ........................     2.97%                957      15         (1)        971
                                                                    ------------  ------     ------     -------
                                                        2.22%              1,568      15         (2)      1,581
                                                                    ------------  ------     ------     -------
STATE AND LOCAL GOVERNMENTS AND OTHER ISSUES:

  maturing within one year.........................     5.69%              4,346      41          -       4,387
  maturing one year through five years.............     4.30%              5,485      84       (102)      5,467
  maturing five years through ten years............     5.35%              4,910     197          -       5,107
  maturing after ten years.........................     5.13%            296,237  10,170     (1,683)    304,724
                                                                    ------------  ------     ------     -------
                                                        5.13%            310,978  10,492     (1,785)    319,685
                                                                    ------------  ------     ------     -------

MORTGAGE-BACKED SECURITIES.........................     4.30%             64,123   1,465       (342)     65,246

REAL ESTATE MORTGAGE INVESTMENT CONDUITS...........     4.03%            662,727   4,983     (3,911)    663,799

FHLB AND FRB STOCK, AT COST........................     5.34%             46,643       -          -      46,643
                                                                    ------------  ------     ------     -------
TOTAL INVESTMENTS                                       4.41%       $  1,086,039  16,955     (6,040)  1,096,954
                                                                    ============  ======     ======   =========
</TABLE>

                                       9
<PAGE>

      Interest income includes tax-exempt interest for the six months ended June
      30, 2004 and 2003 of $6,959,000 and $5,179,000, respectively, and the
      three months ended June 30, 2004 and 2003 of $3,494,000 and $2,589,000,
      respectively.

      Gross proceeds from sales of investment securities for the six months
      ended June 30, 2004 and 2003 were $0, and $19,597,000 respectively,
      resulting in gross gains of approximately $0, and $3,497,000,
      respectively. Gross proceeds from sales of investment securities for the
      three months ended June 30, 2004 and 2003 were $0, and $17,566,000
      respectively, resulting in gross gains of approximately $0, and
      $3,480,000, respectively. The cost of any investment sold is determined by
      specific identification.

      There was an impairment charge for the three and six months ended June 30,
      2003, of $1,795,000 and $2,249,000, respectively, for the impairment of
      value on collateralized mortgage obligations. The impairment charge is
      included in the net gain on sale of investments.

7) Loans

      The following table summarizes the Company's loan portfolio.

<TABLE>
<CAPTION>
                                                    At                          At                         At
                                                 6/30/2004                  12/31/2003                  6/30/2003
          TYPE OF LOAN                 -----------------------     -------------------------     -------------------------
     (Dollars in Thousands)              Amount         Percent      Amount           Percent     Amount          Percent
--------------------------------       -----------      -------    -----------        -------    -----------      --------
<S>                                    <C>              <C>        <C>                <C>        <C>              <C>
Real Estate Loans:
 Residential first mortgage loans      $   324,755        20.7%    $   301,511          21.1%    $   290,844        21.0%
 Loans held for sale                        16,085         1.0%         16,973           1.2%         48,831         3.5%
                                       -----------       -----     -----------         -----     -----------       -----
     Total                                 340,840        21.7%        318,484          22.3%        339,675        24.5%
Commercial Loans:
 Real estate                               459,909        29.3%        483,684          33.8%        447,315        32.3%
 Other commercial loans                    475,744        30.3%        359,030          25.1%        334,236        24.2%
                                       -----------       -----     -----------         -----     -----------       -----
     Total                                 935,653        59.6%        842,714          58.9%        781,551        56.5%
Consumer and Other Loans:
 Consumer loans                             94,346         6.0%         95,739           6.7%         97,627         7.1%
 Home equity loans                         228,216        14.5%        199,693          14.0%        187,885        13.6%
                                       -----------       -----     -----------         -----     -----------       -----
     Total                                 322,562        20.5%        295,432          20.7%        285,512        20.7%
 Net deferred loan fees, premiums
      and discounts                         (2,665)       -0.2%         (2,275)        -0.2%          (1,949)       -0.1%
 Allowance for Losses                      (25,146)       -1.6%        (23,990)        -1.7%         (22,354)       -1.6%
                                       -----------       -----     -----------         -----     -----------       -----
Net Loans                              $ 1,571,244       100.0%    $ 1,430,365         100.0%    $ 1,382,435       100.0%
                                       ===========       =====     ===========         =====     ===========       =====
</TABLE>

                                       10
<PAGE>

The following table sets forth information regarding the Company's
non-performing assets at the dates indicated:

<TABLE>
<CAPTION>
NONPERFORMING ASSETS
(Dollars in Thousands)                       At          At         At
                                         6/30/2004   12/31/2003  6/30/2003
                                          -------    ----------  ---------
<S>                                      <C>         <C>         <C>
Non-accrual loans:
    Real estate loans                     $   756        1,129     2,035
    Commercial loans                        8,008        8,246     6,189
    Consumer and other loans                  380          687       317
                                          -------       ------    ------
      Total                               $ 9,144       10,062     8,541
Accruing Loans 90 days or more overdue:
    Real estate loans                         160          379       351
    Commercial loans                          796        1,798     1,014
    Consumer and other loans                  106          242        87
                                          -------       ------    ------
      Total                               $ 1,062        2,419     1,452

Real estate and other assets owned            448          587       682

Total non-performing loans, and real
                                          -------       ------    ------
  estate and other assets owned           $10,654       13,068    10,675
                                          =======       ======    ======

  As a percentage of total assets            0.37%        0.48%     0.42%

Interest Income (1)                       $   281          665       292
</TABLE>

(1)   This is the amount of interest that would have been recorded on loans
      accounted for on a non-accrual basis for the six months ended June 30,
      2004 and 2003 and the year ended December 31, 2003, if such loans had been
      current for the entire period.

The following table illustrates the loan loss experience:

<TABLE>
<CAPTION>
ALLOWANCE FOR LOAN LOSS                   Six months ended         Year ended         Six months ended
                                             June 30,              December 31,           June 30,
            (Dollars in Thousands)             2004                    2003                 2003
                                             --------            --------------       ----------------
<S>                                          <C>                     <C>                  <C>
Balance at beginning of period               $ 23,990                20,944               20,944
  Charge offs:
     Real estate loans                           (128)                 (416)                (184)
     Commercial loans                            (439)                 (912)                (293)
     Consumer and other loans                    (377)               (1,078)                (429)
                                             --------               -------              -------
       Total charge offs                     $   (944)               (2,406)                (906)
                                             --------               -------              -------

  Recoveries:

     Real estate loans                             50                   126                  137
     Commercial loans                              84                   274                  118
     Consumer and other loans                     171                   284                  169
                                             --------               -------              -------
       Total recoveries                      $    305                   684                  424
                                             --------               -------              -------

  Chargeoffs, net of recoveries                  (639)               (1,722)                (482)
  Acquisition (1)                                   -                   959                    -
  Provision                                     1,795                 3,809                1,892
                                             --------               -------              -------
Balance at end of period                     $ 25,146                23,990               22,354
                                             ========               =======              =======
Ratio of net charge offs to average
   loans outstanding during the period           0.04%                 0.12%                0.03%
</TABLE>

(1) Acquisition of Pend Oreille Bancorp, Inc.

                                       11
<PAGE>

The following table summarizes the allocation of the allowance for loan losses:

<TABLE>
<CAPTION>
                                     June 30, 2004            December 31, 2003             June 30, 2003
                               -------------------------   ------------------------   -------------------------
                                               Percent                    Percent                    Percent
                                             of loans in                of loans in                of loans in
    (Dollars in thousands)      Allowance     category       Allowance   category      Allowance    category
                               ------------  -----------   ------------ -----------   ----------  -------------
<S>                            <C>           <C>           <C>          <C>            <C>            <C>
Real estate loans              $      2,303     21.3%         2,147        21.8%          2,085          24.1%
Commercial real estate                8,051     28.8%         7,464        33.2%          6,686          31.8%
Other commercial                     10,343     29.7%         9,951        24.7%          9,242          23.8%
Consumer and other loans              4,449     20.2%         4,428        20.3%          4,341          20.3%
                               ------------   ------        -------        ----          ------        ------
   Totals                      $     25,146    100.0%        23,990        100.0%        22,354         100.0%
                               ============   ======        =======        =====         ======        ======
</TABLE>

8) Intangible Assets

      The following table sets forth information regarding the Company's core
      deposit intangibles and mortgage servicing rights as of June 30, 2004:

<TABLE>
<CAPTION>
                                             Core Deposit     Mortgage
          (Dollars in thousands)              Intangible  Servicing Rights (1)     Total
-------------------------------------------  ------------ -------------------   ---------
<S>                                          <C>          <C>                   <C>

    Gross carrying value                       $ 10,270
    Accumulated Amortization                     (4,802)
                                               --------
    Net carrying value                         $  5,468         1,267              6,735
                                               ========

WEIGHTED-AVERAGE AMORTIZATION PERIOD

    (Period in years)                              10.0           9.7                9.9

AGGREGATE AMORTIZATION EXPENSE

    For the three months ended June 30, 2004   $    251            90                341
    For the six months ended June 30, 2004     $    545           179                724

ESTIMATED AMORTIZATION EXPENSE

    For the year ended December 31, 2004       $  1,074           222              1,296
    For the year ended December 31, 2005            917            82                999
    For the year ended December 31, 2006            841            81                922
    For the year ended December 31, 2007            820            78                898
    For the year ended December 31, 2008            807            76                883
</TABLE>

(1)   The mortgage servicing rights are included in other assets and the gross
      carrying value and accumulated amortization are not readily available.

      On June 4, 2004, the Company acquired Ione branch, which resulted in
      additional core deposit intangible of $148,000 and goodwill of $424,000.

                                       12
<PAGE>

9) Deposits

      The following table illustrates the amounts outstanding for deposits
      greater than $100,000 at June 30, 2004, according to the time remaining to
      maturity:

<TABLE>
<CAPTION>
                                       Certificates     Non-Maturity
      (Dollars in thousands)            of Deposit       Deposits         Totals
------------------------------------   -------------   ------------     ----------
<S>                                    <C>             <C>              <C>
Within three months..............      $      32,845       538,712         571,557
Three to six months..............             14,436             -          14,436
Seven to twelve months...........             13,616             -          13,616
Over twelve months...............             22,256             -          22,256
                                       -------------   -----------      ----------
   Totals                              $      83,153       538,712         621,865
                                       =============   ===========      ==========
</TABLE>

10) Advances and Other Borrowings

      The following chart illustrates the average balances and the maximum
      outstanding month-end balances for Federal Home Loan Bank of Seattle
      (FHLB) advances and repurchase agreements:

<TABLE>
<CAPTION>
                                                 As of and              As of and            As of and
                                                for the six           for the twelve        for the six
                  (Dollars in thousands)        months ended           months ended         months ended
                                               June 30, 2004        December 31, 2003      June 30, 2003
                                               -------------        -----------------      -------------
<S>                                            <C>                  <C>                    <C>
FHLB Advances
  Amount outstanding at end of period.......     $848,770                777,294              625,670
  Average balance...........................     $823,016                601,679              515,349
  Maximum outstanding at any month-end           $862,136                777,294              625,670
  Weighted average interest rate                     2.18%                  2.80%                3.25%

Repurchase Agreements:

  Amount outstanding at end of period.......     $ 72,268                 56,968               74,808
  Average balance                                $ 66,790                 61,609               59,710
  Maximum outstanding at any month-end......     $ 72,268                 74,808               74,808
  Weighted average interest rate............         1.00%                  1.09%                1.12%
</TABLE>

                                       13
<PAGE>

11) Stockholders' Equity:

      The Federal Reserve Board has adopted capital adequacy guidelines that are
      used to assess the adequacy of capital in supervising a bank holding
      company. The following table illustrates the Federal Reserve Board's
      capital adequacy guidelines and the Company's compliance with those
      guidelines as of June 30, 2004.

<TABLE>
<CAPTION>
                      CONSOLIDATED
--------------------------------------------         Tier 1 (Core)  Tier 2 (Total)   Leverage
                 (Dollars in thousands)                 Capital        Capital        Capital
--------------------------------------------          -----------     ----------     --------
<S>                                                  <C>            <C>           <C>
GAAP Capital....................................      $   242,064        242,064      242,064
Less: Goodwill and intangibles..................          (42,843)       (42,843)     (42,843)
    Accumulated other comprehensive
    Unrealized loss on AFS equity securities....             (246)          (246)        (246)
Plus: Allowance for loan losses                                 -              -            -
    Unrealized loss on AFS securities...........            4,603          4,603        4,603
    Subordinated debentures.....................           80,000         80,000       80,000
                                                      -----------     ----------  -----------
Regulatory capital computed.....................      $   283,578        307,072      283,578
                                                      ===========     ==========  ===========

Risk weighted assets............................      $ 1,879,552      1,879,552
                                                      ===========     ==========

Total average assets............................                                  $ 2,800,069
                                                                                  ===========

Capital as % of defined assets..................            15.09%         16.34%       10.13%
Regulatory "well capitalized" requirement.......             6.00%         10.00%        5.00%
                                                      -----------     ----------  -----------
Excess over "well capitalized" requirement......             9.09%          6.34%        5.13%
                                                      ===========     ==========  ===========
</TABLE>

12) Comprehensive Earnings:

      The Company's only component of other comprehensive earnings is the
      unrealized gains and losses on available-for-sale securities.

<TABLE>
<CAPTION>
                                                          For the three months               For the six months
                                                              ended June 30,                    ended June 30,
                 Dollars in thousands                   2004                   2003         2004               2003
---------------------------------------------------   ---------               -------      -------           --------
<S>                                                   <C>                     <C>          <C>               <C>
Net earnings.......................................   $  10,763                 9,932        21,373            18,780

Unrealized holding (loss) gain arising during
  the period.......................................     (27,680)                2,663       (18,511)              544
Tax benefit (expense)..............................      10,906                (1,048)        7,292              (251)
                                                      ---------               -------       -------            ------
    Net after tax..................................     (16,774)                1,615       (11,219)              293
Reclassification adjustment for gains
  included in net income...........................           -                 3,480             -             3,497
Tax expense........................................           -                (1,357)            -            (1,364)
                                                      ---------               -------       -------            ------
    Net after tax..................................           -                 2,123             -             2,133

    Net unrealized (loss) gain on securities.......     (16,774)                3,738       (11,219)            2,426
                                                      ---------               -------       -------            ------

       Total comprehensive (loss) earnings.........   $  (6,011)               13,670        10,154            21,206
                                                      =========               =======       =======            ======
</TABLE>

                                       14
<PAGE>

13) Stock Based Compensation

      The exercise price of all options granted has been equal to the fair
      market value of the underlying stock at the date of grant and,
      accordingly, no compensation cost has been recognized for stock options in
      the financial statements. Had the company determined compensation cost
      based on the fair value of the option itself at the grant date for its
      stock options and earnings per share under FASB Statement 123, Accounting
      for Stock-Based Compensation, the Company's net income would have been
      reduced to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                      Three months ended June 30,       Six months ended June 30,
                                                      ---------------------------     -----------------------------
                                                         2004            2003             2004             2003
                                                      -----------    ------------     ------------    -------------
<S>                                                   <C>            <C>              <C>             <C>
Net earnings (in thousands): As reported              $    10,763           9,932           21,373           18,780
                             Compensation cost               (123)           (187)            (245)            (374)
                                                      -----------    ------------      -----------     ------------
                             Pro forma                     10,640           9,745           21,128           18,406
                                                      ===========     ===========      ===========     ============

Basic earnings per share:    As reported                     0.44            0.41             0.88             0.78
                             Compensation cost                  -           (0.01)           (0.01)           (0.01)
                                                      -----------     -----------      -----------     ------------
                             Pro forma                       0.44            0.40             0.87             0.77
                                                      ===========     ===========      ===========     ============

Diluted earnings per share:  As reported                     0.43            0.41             0.86             0.77
                             Compensation cost                  -           (0.01)           (0.01)           (0.01)
                                                      -----------     -----------      -----------     ------------
                             Pro forma                       0.43            0.40             0.85             0.76
                                                      ===========     ===========      ===========     ============
</TABLE>

14) Segment Information

      The Company evaluates segment performance internally based on individual
      bank charters, and thus the operating segments are so defined. The
      following schedule provides selected financial data for the Company's
      operating segments. Centrally provided services to the Banks are allocated
      based on estimated usage of those services. The operating segment
      identified as "Other" includes the Parent, non-bank units, and
      eliminations of transactions between segments.

<TABLE>
<CAPTION>
                                             Six months ended and as of June 30, 2004
                                     ------------------------------------------------------
                                                   First               Mountain
(Dollars in thousands)                Glacier    Security   Western       West      Big Sky
                                     ---------   -------    -------    --------    --------
<S>                                  <C>         <C>        <C>        <C>         <C>
Revenues from external customers     $  18,962    17,612     12,607      19,224       6,874
Intersegment revenues                      130        10          2           -           -
Expenses                                                    (13,628)    (11,949)    (15,612)
Intercompany eliminations                    -         -          -           -           -
                                     ---------   -------    -------    --------    --------
                      Net income     $   5,464     5,673      3,402       3,612       1,689
                                     =========   =======    =======    ========    ========
                      Total Assets   $ 638,338   605,066    454,773     582,529     223,596
                                     =========   =======    =======    ========    ========
</TABLE>

<TABLE>
<CAPTION>
                                                                         Total
                                    Valley     Whitefish    Other    Consolidated
                                   --------    --------    -------   ------------
<S>                                <C>         <C>         <C>       <C>
Revenues from external customers      6,863       4,511        512        87,165
Intersegment revenues                    69           -     26,666        26,877
Expenses                             (5,102)     (3,210)    (1,899)      (65,792)
Intercompany eliminations                 -           -    (26,877)      (26,877)
                                   --------    --------    -------    ----------
              Net income              1,830       1,301     (1,598)       21,373
                                   ========    ========    =======   ===========
              Total Assets          230,095     161,775     19,737     2,915,909
                                   ========    ========    =======   ===========
</TABLE>

                                       15
<PAGE>

<TABLE>
<CAPTION>

                                                     Six months ended and as of June 30, 2003
                                          -------------------------------------------------------------
                                                          First                   Mountain
    (Dollars in thousands)                 Glacier      Security     Western        West       Big Sky
--------------------------------          ---------    ---------    ---------    ---------    ---------
<S>                                       <C>          <C>          <C>          <C>          <C>
Revenues from external customers          $  18,041       17,154       12,957       15,413        5,973
Intersegment revenues                           102           12            1            3            -
Expenses                                    (13,053)     (12,213)      (9,914)     (12,505)      (4,671)
Intercompany eliminations                         -            -            -            -            -
                                          ---------    ---------    ---------    ---------    ---------
        Net income                        $   5,090        4,953        3,044        2,911        1,302
                                          =========    =========    =========    =========    =========
        Total Assets                      $ 551,650      539,435      439,631      450,821      192,697
                                          =========    =========    =========    =========    =========
</TABLE>

<TABLE>
<CAPTION>
                                                                                             Total
                                            Valley              Whitefish       Other     Consolidated
                                          ----------           ----------    ----------   ------------
<S>                                       <C>                  <C>           <C>          <C>
Revenues from external customer                7,390                3,931           141        81,000
Intersegment revenues                             65                    1        23,442        23,626
Expenses                                      (5,538)              (2,954)       (1,372)      (62,220)
Intercompany eliminations                          -                    -       (23,626)      (23,626)
                                          ----------           ----------    ----------    ----------
       Net income                              1,917                  978        (1,415)       18,780
                                          ==========           ==========    ==========    ==========
       Total Assets                          200,035              141,915        (4,823)    2,511,361
                                          ==========           ==========    ==========    ==========
</TABLE>

<TABLE>
<CAPTION>
                                                            Three months ended and as of June 30, 2004
                                          --------------------------------------------------------------------------
                                                                First                           Mountain
    (Dollars in thousands)                 Glacier            Security             Western         West     Big Sky
--------------------------------          ---------           ---------           ---------    ---------   ---------
<S>                                       <C>                 <C>                 <C>          <C>         <C>
Revenues from external customers          $   9,627               8,792               6,263       10,000       3,462
Intersegment revenues                            62                   6                   -            -           -
Expenses                                     (6,909)             (5,952)             (4,589)      (8,007)     (2,667)
Intercompany eliminations                         -                   -                   -            -           -
                                          ---------           ---------           ---------    ---------   ---------
         Net income                       $   2,780               2,846               1,674        1,993         795
                                          =========           =========           =========    =========   =========
         Total Assets                     $ 638,338             605,066             454,773      582,529     223,596
                                          =========           =========           =========    =========   =========
</TABLE>

<TABLE>
<CAPTION>
                                                                                              Total
                                            Valley              Whitefish       Other     Consolidated
                                          ----------           ----------    ----------   ------------
<S>                                       <C>                  <C>           <C>          <C>
Revenues from external customers               3,476                2,250           419        44,289
Intersegment revenues                             33                    -        13,529        13,630
Expenses                                      (2,577)              (1,608)       (1,217)      (33,526)
Intercompany eliminations                          -                    -       (13,630)      (13,630)
                                          ----------           ----------    ----------    ----------
          Net income                             932                  642          (899)       10,763
                                          ==========           ==========    ==========    ==========
          Total Assets                       230,095              161,775        19,737     2,915,909
                                          ==========           ==========    ==========    ==========
</TABLE>

                                       16

<PAGE>

<TABLE>
<CAPTION>
                                                    Three months ended and as of June 30, 2003
                                          -------------------------------------------------------------
                                                         First                    Mountain
    (Dollars in thousands)                 Glacier      Security     Western        West       Big Sky
--------------------------------          ---------    ---------    ---------    ---------    ---------
<S>                                       <C>          <C>          <C>          <C>          <C>
Revenues from external customers          $   8,961        8,794        6,795        8,357        2,879
Intersegment revenues                            51           12            1            3            -
Expenses                                     (6,514)      (6,252)      (5,068)      (6,775)      (2,297)
Intercompany eliminations                         -            -            -            -            -
                                          ---------    ---------    ---------    ---------    ---------
         Net income                       $   2,498        2,554        1,728        1,585          582
                                          =========    =========    =========    =========    =========
         Total Assets                     $ 551,650      539,435      439,631      450,821      192,697
                                          =========    =========    =========    =========    =========
</TABLE>

<TABLE>
<CAPTION>
                                                                                              Total
                                            Valley              Whitefish      Other      Consolidated
                                          ----------           ----------    ----------   ------------
<S>                                       <C>                  <C>           <C>          <C>
Revenues from external customers               4,144                1,914            81        41,925
Intersegment revenues                             32                    1        12,284        12,384
Expenses                                      (2,972)              (1,452)         (663)      (31,993)
Intercompany eliminations                          -                    -       (12,384)      (12,384)
                                          ----------           ----------    ----------    ----------
         Net income                            1,204                  463          (682)        9,932
                                          ==========           ==========    ==========    ==========
         Total Assets                        200,035              141,915        (4,823)    2,511,361
                                          ==========           ==========    ==========    ==========
</TABLE>

15) Rate/Volume Analysis

      Net interest income can be evaluated from the perspective of relative
      dollars of change in each period. Interest income and interest expense,
      which are the components of net interest income, are shown in the
      following table on the basis of the amount of any increases (or decreases)
      attributable to changes in the dollar levels of the Company's
      interest-earning assets and interest-bearing liabilities ("Volume") and
      the yields earned and rates paid on such assets and liabilities ("Rate").
      The change in interest income and interest expense attributable to changes
      in both volume and rates has been allocated proportionately to the change
      due to volume and the change due to rate.

<TABLE>
<CAPTION>
                                             Six Months Ended June 30,
                                                   2004 vs. 2003
(Dollars in Thousands)                      Increase (Decrease) due to:
                                          --------------------------------
                                           Volume       Rate        Net
                                          --------    --------    --------
<S>                                       <C>         <C>         <C>
INTEREST INCOME
Real Estate Loans                         $   (448)       (964)     (1,412)
Commercial Loans                             5,636      (2,677)      2,959
Consumer and Other Loans                       676      (1,060)       (384)
Investment Securities                        6,501        (433)      6,068
                                          --------    --------    --------
      Total Interest Income                 12,365      (5,134)      7,231

INTEREST EXPENSE
NOW Accounts                                    44         (43)          1
Savings Accounts                                45        (101)        (56)
Money Market Accounts                          163        (601)       (438)
Certificates of Deposit                       (511)     (1,478)     (1,989)
FHLB Advances                                4,954      (4,317)        637
Other Borrowings and
  Repurchase Agreements                        704           -         704
                                          --------    --------    --------
      Total Interest Expense                 5,399      (6,540)     (1,141)
                                          --------    --------    --------
NET INTEREST INCOME                       $  6,966       1,406       8,372
                                          ========    ========    ========
</TABLE>

                                       17

<PAGE>

16) Average Balance Sheet

      The following schedule provides (i) the total dollar amount of interest
      and dividend income of the Company for earning assets and the resultant
      average yield; (ii) the total dollar amount of interest expense on
      interest-bearing liabilities and the resultant average rate; (iii) net
      interest and dividend income; (iv) interest rate spread; and (v) net
      interest margin. Non-accrual loans are included in the average balance of
      the loans.

<TABLE>
<CAPTION>
        AVERAGE BALANCE SHEET                For the Six months ended 6-30-04        For the Six months ended 6-30-03
        (Dollars in Thousands)              ----------------------------------     ------------------------------------
                                                          Interest     Average                     Interest     Average
                                              Average        and       Yield/        Average         and         Yield/
                                              Balance     Dividends     Rate         Balance      Dividends      Rate
                                            -----------   ---------    -------     -----------    ---------     -------
<S>                                         <C>           <C>          <C>         <C>            <C>           <C>
ASSETS
     Real Estate Loans                      $   319,291     10,689      6.70%      $   331,572       12,101       7.30%
     Commercial Loans                           883,042     26,938      6.13%          714,976       23,979       6.76%
     Consumer and Other Loans                   303,411      9,748      6.46%          284,430       10,132       7.18%
                                            -----------    -------                 -----------    ---------
       Total Loans                            1,505,744     47,375      6.33%        1,330,978       46,212       7.00%
     Tax -Exempt Investment Securities (1)      281,789      6,959      4.94%          203,138        5,179       5.10%
     Investment Securities                      848,397     16,572      3.91%          620,453       12,284       3.96%
                                            -----------    -------                 -----------    ---------
       Total Earning Assets                   2,635,930     70,906      5.38%        2,154,569       63,675       5.91%
                                                           -------                                ---------
     Non-Earning Assets                         177,931                                171,235
                                            -----------                            -----------
       TOTAL ASSETS                         $ 2,813,861                            $ 2,325,804
                                            ===========                            ===========

LIABILITIES
AND STOCKHOLDERS' EQUITY
     NOW Accounts                           $   251,517        227      0.18%      $   210,461          226       0.22%
     Savings Accounts                           154,249        217      0.28%          132,485          273       0.42%
     Money Market Accounts                      388,412      1,711      0.89%          361,092        2,149       1.20%
     Certificates of Deposit                    428,886      4,741      2.22%          464,141        6,730       2.92%
     FHLB Advances                              823,016      8,936      2.18%          515,349        8,299       3.25%
     Repurchase Agreements
       and Other Borrowed Funds                 130,877      2,906      4.46%           99,202        2,202       4.48%
                                            -----------    -------                 -----------    ---------
       Total Interest Bearing Liabilities     2,176,957     18,738      1.73%        1,782,730       19,879       2.25%
                                                           -------                                ---------
       Non-interest Bearing Deposits            362,968                                292,322
       Other Liabilities                         28,886                                 27,347
                                            -----------                            -----------
       Total Liabilities                      2,568,811                              2,102,399
                                            -----------                            -----------

     Common Stock                                   207                                    179
     Paid-In Capital                            224,579                                185,616
     Retained Earnings                           13,460                                 26,229
     Accumulated Other
       Comprehensive Earnings                     6,804                                 11,381
                                            -----------                            -----------
       Total Stockholders' Equity               245,050                                223,405
                                            -----------                            -----------
       TOTAL LIABILITIES AND
       STOCKHOLDERS' EQUITY                 $ 2,813,861                            $ 2,325,804
                                            ===========                            ===========

     Net Interest Income                                   $52,168                                $  43,796
                                                           =======                                =========
     Net Interest Spread                                                3.65%                                     3.66%
     Net Interest Margin
       on average earning assets                                        3.98%                                     4.10%
     Return on Average Assets                                           1.53%                                     1.63%
     Return on Average Equity                                          17.54%                                    16.95%
</TABLE>

      (1) Excludes tax effect on non-taxable investment security income

                                       18
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Recent acquisition

On June 4, 2004, Glacier Bancorp, Inc. completed its acquisition of the Ione
branch in Ione, Washington. The branch had approximately $15 million in
deposits, and became a branch of Mountain West Bank, the Company's Idaho based
subsidiary. The cash transaction resulted in the receipt of $14.5 million and
additional core deposit of $148,000 and goodwill of $424,000.

Financial Condition

This section discusses the changes in Statement of Financial Condition items
from June 30, 2003 and December 31, 2003, to June 30, 2004.

ASSETS ($ IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                                $ change from    $ change from
                                                        June 30,     December 31,   June 30,     December 31,       June 30,
                                                          2004          2003         2003           2003              2003
                                                      -----------    -----------   ----------    -------------   -------------
<S>                                                   <C>            <C>           <C>           <C>              <C>
Cash on hand and in banks                             $    69,848        77,093        71,738        (7,245)         (1,890)
Investment securities and interest bearing deposits     1,099,521     1,106,001       895,838        (6,480)        203,683
Loans:

   Real estate                                            339,945       317,774       339,057        22,171             888
   Commercial                                             934,100       841,306       780,321        92,794         153,779
   Consumer                                               322,345       295,275       285,411        27,070          36,934
                                                      -----------    ----------    ----------      --------        --------
      Total loans                                       1,596,390     1,454,355     1,404,789       142,035         191,601

   Allowance for loan losses                              (25,146)      (23,990)      (22,354)       (1,156)         (2,792)
                                                      -----------    ----------    ----------      --------        --------
      Total loans net of allowance for loan losses      1,571,244     1,430,365     1,382,435       140,879         188,809
                                                      -----------    ----------    ----------      --------        --------
Other assets                                              175,296       126,174       161,350        49,122          13,946
                                                      -----------    ----------    ----------      --------        --------
   Total Assets                                       $ 2,915,909     2,739,633     2,511,361       176,276         404,548
                                                      ===========    ==========    ==========      ========        ========
</TABLE>

At June 30, 2004 total assets were $2.916 billion which is $405 million greater
than the June 30, 2003 assets of $2.511 billion, an increase of 16 percent, of
which $176 million of the increase occurred in the first six months of 2004. In
addition to internal growth, the third quarter 2003 Pend Oreille Bank (POB)
acquisition added $66 million to the asset base.

Total loans have increased $192 million from June 30, 2003 of which $50 million
was from the POB acquisition. Commercial loans have increased $154 million, or
20 percent, and continue to be the focus of our lending. Real estate loan volume
was at record levels through much of 2003, with $805 million originated for the
year, up from $588 million in 2002. The majority of the real estate loan
production was sold with loans held in the loan portfolio increasing by only $34
million. Loans held for sale declined $33 million from the June 30, 2003 total
resulting in a net increase in real estate loan balances of $1 million at June
30, 2004. Consumer loans have increased $37 million resulting from increases in
home equity loans. Home-equity loans continue to be the primary source of our
consumer loan originations. Loan production has been very strong since the
beginning of 2004 with real estate loans up $22 million, or 7 percent (14
percent annualized), commercial loans up $93 million, or 11 percent (22 percent
annualized), and consumer loans up $27 million, or 9 percent (18 percent
annualized).

Investment securities, including interest bearing deposits in other financial
institutions, have increased $204 million from June 30, 2003. Additional
investments were made to utilize excess funding liquidity, and to capture the
value of the spread between short term funding rates and the rates on
two-to-five year maturity assets. Investments have decreased $6 million since
December 31, 2003, the result of a change in net unrealized gains and losses of
$18.5 million.

The Company typically sells a majority of mortgage loans originated, retaining
servicing only on loans sold to certain lenders. The sale of loans in the
secondary mortgage market reduces the Company's risk of holding long-term, fixed
rate loans in the loan portfolio. Mortgage loans sold for the six months ended
June 30, 2004 and 2003

                                       19
<PAGE>

were $143 million and $293 million, respectively, and for the three months
ended June 30, 2004 and 2003 were $76 million and $148 million. The Company has
also been active in generating commercial SBA loans. A portion of some of those
loans is sold to other investors. The amount of loans sold and serviced for
others at June 30, 2004 was approximately $179 million.

LIABILITIES ($ IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                         $ change from    $ change from
                                            June 30,      December 31,     June 30,      December 31,        June 30,
                                              2004           2003            2003            2003              2003
                                           ----------      ---------       ---------     ------------     -------------
<S>                                        <C>            <C>              <C>           <C>              <C>
Non-interest bearing deposits              $  402,337        369,052         337,193         33,285           65,144
Interest bearing deposits                   1,233,418      1,228,573       1,165,386          4,845           68,032
Advances from Federal Home Loan Bank          848,770        777,294         625,670         71,476          223,100
Securities sold under agreements to
   repurchase and other borrowed funds         86,319         64,986          87,191         21,333             (872)

Other liabilities                              23,001         26,889          30,656         (3,888)          (7,655)

Subordinated debentures                        80,000         35,000          35,000         45,000           45,000
                                           ----------      ---------       ---------        -------          -------
     Total liabilities                     $2,673,845      2,501,794       2,281,096        172,051          392,749
                                           ==========      =========       =========       ========         ========
</TABLE>

Total deposits have increased $133 million and $38 million, respectively, from
the June 30, 2003 and December 31, 2003 balances of which $59 million came with
the POB acquisition, and $15 million from the Ione, Washington branch
acquisition. There was an increase of $65 million, or 19 percent, in
non-interest bearing deposits. This growth in low cost stable funding gives us
increased flexibility in managing our asset mix. Interest-bearing deposits are
up $68 million, or 6 percent, of which $61 million was added by the
acquisitions. Federal Home Loan Bank advances have also increased $223 million
from June 30, 2003, and $71 million from December 31, 2003 as we continue to
take advantage of the flexibility of that funding source in this current period
of low interest rates. On March 24, 2004 subordinated debentures in the form of
trust preferred securities of $45 million, with an interest rate of 5.79
percent, were issued. The proceeds were used for general corporate purposes.

Liquidity and Capital Resources

The objective of liquidity management is to maintain cash flows adequate to meet
current and future needs for credit demand, deposit withdrawals, maturing
liabilities and corporate operating expenses. The principal source of the
Company's cash revenues is the dividends received from the Company's banking
subsidiaries. The payment of dividends is subject to government regulation, in
that regulatory authorities may prohibit banks and bank holding companies from
paying dividends which would constitute an unsafe or unsound banking practice.
The subsidiaries source of funds is generated by deposits, principal and
interest payments on loans, sale of loans and securities, short and long-term
borrowings, and net income. In addition, all seven banking subsidiaries are
members of the FHLB. As of June 30, 2004, the Company had $1.1 billion of
available FHLB line of which $849 million was utilized. Accordingly, management
of the Company has a wide range of versatility in managing the liquidity and
asset/liability mix for each individual institution as well as the Company as a
whole. During 2004, all seven financial institutions maintained liquidity and
regulatory capital levels in excess of regulatory requirements and operational
needs.

Commitments

In the normal course of business, there are various outstanding commitments to
extend credit, such as letters of credit and un-advanced loan commitments, which
are not reflected in the accompanying consolidated financial statements.
Management does not anticipate any material losses as a result of these
transactions.

                                       20
<PAGE>

<TABLE>
<CAPTION>
                                                                                          $ change from    $ change from
STOCKHOLDERS' EQUITY                          June 30,       December 31,     June 30,     December 31,        June 30,
($ IN THOUSANDS EXCEPT PER SHARE DATA)          2004             2003           2003           2003              2003
                                             -----------     ------------     --------    -------------     -------------
<S>                                          <C>             <C>             <C>          <C>               <C>
Common equity                                $   246,667       231,223        17,728          15,444           28,939
Net unrealized (loss) gain on securities          (4,603)        6,616        12,537         (11,219)         (17,140)
                                             -----------       -------       -------         -------          -------
   Total stockholders' equity                $   242,064       237,839       230,265           4,225           11,799
                                             ===========       =======       =======         =======          =======

Stockholders' equity to total assets                8.30%         8.68%         9.17%
Tangible equity to total assets                     6.93%         7.23%         7.72%
Book value per common share                  $      9.90          9.83          9.55            0.07             0.35
Tangible book value per common share         $      8.15          8.06          7.92            0.09             0.23
Market price per share at end of quarter     $     28.17         25.98         19.70            2.19             8.47
</TABLE>

Total equity and book value per share amounts have increased substantially from
the prior year, primarily the result of earnings retention, and stock options
exercised. Net unrealized gains on securities of $13 million at June 30, 2003
have changed to unrealized losses of $4.6 million as of June 30, 2004 primarily
the result of increasing intermediate term interest rates. During the second
quarter of 2004, 71,250 shares of stock at an average weighted price of $25.33
were repurchased and retired by the Company.

CREDIT QUALITY INFORMATION ($ IN THOUSANDS)

<TABLE>
<CAPTION>
                                                           June 30,        December 31,      June 30,
                                                             2004              2003            2003
                                                          ----------       ------------      --------
<S>                                                       <C>              <C>               <C>
Allowance for loan losses                                 $   25,146         23,990           22,354
Non-performing assets                                     $   10,654         13,068           10,675
Allowance as a percentage of non performing assets               236%           184%             209%
Non-performing assets as a percentage of total assets           0.37%          0.48%            0.42%
Allowance as a percentage of total loans                        1.58%          1.65%            1.59%
Net charge-offs as a percentage of loans                        0.04%          0.12%            0.03%
</TABLE>

Allowance for Loan Loss and Non-Performing Assets

Non-performing assets as a percentage of total assets at June 30, 2004 were at
..37 percent, a decrease from .48 percent at December 31, 2003 and from .42
percent at June 30, 2003. This compares to the Peer Group average of .60 percent
at March 31, 2004, the most recent information available. The allowance for loan
losses was 236 percent of non-performing assets at June 30, 2004, compared to
209 percent a year ago. The allowance has increased $2.792 million, or 12
percent, from a year ago to $25.146 million, which is 1.58 percent of June 30,
2004 total loans outstanding, about the same level as the 1.59 percent a year
ago. The second quarter provision expense for loan losses was $965 thousand, a
decrease of $86 thousand from the same quarter in 2003. The provision expense
for year to date loan losses was $1.795 million which is a decrease of $97
thousand from the prior year's provision. Net charge offs as a percentage of
loans outstanding were .040 percent year-to-date, or .080 percent annualized,
for 2004 which is down from .118 percent for the full year in 2003.

    RESULTS OF OPERATIONS - THE THREE MONTHS ENDED JUNE 30, 2004 COMPARED TO
                      THE THREE MONTHS ENDED JUNE 30, 2003.

Operating results include amounts related to the operation of the three branches
acquired with the Pend Oreille Bank as of July 15, 2003 and the Ione, Washington
branch as of June 4, 2004.

                                       21
<PAGE>

REVENUE SUMMARY
($ IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                      Three months ended June 30,
                                                             ---------------------------------------------
                                                              2004        2003       $ change     % change
                                                             -------     -------     --------     --------
<S>                                                          <C>         <C>         <C>          <C>
Net interest income                                          $25,779      21,964      3,815         17.4%

Fees and other revenue:
   Service charges, loan fees, and other fees                  6,322       4,978      1,344         27.0%
   Gain on sale of loans                                       2,026       3,211     (1,185)       -36.9%
   Gain on sale of investments, net of impairment charge           -       1,685     (1,685)      -100.0%
   Other income                                                  500         439         61         13.9%
                                                             -------     -------     ------
      Total non-interest income                                8,848      10,313     (1,465)       -14.2%
                                                             -------     -------     ------
   Total revenue                                             $34,627      32,277      2,350          7.3%
                                                             =======     =======     ======
Tax equivalent net interest margin                              4.04%       4.17%
                                                             =======     =======
</TABLE>

Net Interest Income

Net interest income for the quarter increased $3.815 million, or 17 percent,
over the same period in 2003. Total interest income increased $3.828 million, or
12 percent, from the same quarter in 2003, while total interest expense was $13
thousand higher. Approximately 80 percent of the increase in interest income
resulted from a larger investment portfolio. Additional interest income from the
large increase in loans outstanding was offset by lower rates on the loan
portfolio due to refinancing, and re-pricing of existing loans. The flat
interest expense is primarily attributed to the increase in non-interest bearing
deposits and a reduction in rates on maturing fixed term interest bearing
deposits and Federal Home Loan Bank borrowings. The net interest margin as a
percentage of earning assets, on a tax equivalent basis, was 4.04 percent which
was a decrease from 4.17 percent for the second quarter of 2003 and the 4.29
percent for the first quarter of 2004. Premium amortization on mortgage related
investments for the second quarter was $3.467 million, an increase of $914
thousand from the first quarter but a decrease of $322 thousand from the second
quarter of last year. The increase in premium amortization in the second quarter
reduced our margin by 14 basis points. Low mortgage interest rates in March
resulted in a surge in refinancing activity which resulted in higher premium
amortization expense. Higher mortgage loan rates slow prepayments which results
in lower amortization expense which increases our net interest margin. We
continue to deploy a strategy of investing in short term securities that carry
lower current yields. We believe it is inappropriate in this rate environment to
extend maturities in order to achieve higher yields.

Non-interest Income

Fee income increased $1.344 million, or 27 percent, over the same period last
year, driven primarily by an increased number of loan and deposit accounts and
additional customer services offered. Fee income was also $1.230 million higher
than the first quarter of 2004, an increase of 24 percent. Gain on sale of loans
decreased $1.185 million from the second quarter of last year, because of
greatly reduced refinance activity, but increased $255 thousand from the first
quarter of 2004 as loan origination activity for housing purchases remains quite
strong in our markets. In the 2003 second quarter, gains on sale of investments,
net of impairment charge, of $1.685 million were recorded and zero gains were
realized in 2004. Other income, which includes a variety of activities, was $61
thousand greater than the prior year's quarter.

                                       22
<PAGE>

NON-INTEREST EXPENSE SUMMARY
($ IN THOUSANDS)

<TABLE>
<CAPTION>
                                                Three months ended June 30,
                                         -------------------------------------------
                                          2004        2003      $ change     % change
                                         -------     ------     --------     --------
<S>                                      <C>         <C>        <C>          <C>
Compensation and employee benefits       $ 9,851      9,050        801          8.9%
Occupancy and equipment expense            2,733      2,295        438         19.1%
Outsourced data processing expense           368        266        102         38.3%
Core deposit intangible amortization         251        291        (40)       -13.7%
Other expenses                             4,805      4,418        387          8.8%
                                         -------     ------     ------
      Total non-interest expense         $18,008     16,320      1,688         10.3%
                                         -------     ------     -------
</TABLE>

Non-interest Expense

Non-interest expense increased by $1.688 million, or 10 percent, from the same
quarter of 2003 including expenses from the acquisitions, two additional
branches in Boise, Idaho, and a new branch in downtown Bozeman, one of the
fastest growing cities in Montana. Compensation and benefit expense increased
$801 thousand, or 9 percent from the second quarter of 2003, with the additional
bank branches, normal compensation increases for job performance and increased
cost for benefits tied to Company performance, accounting for the majority of
the increase. Occupancy and equipment expense increased $438 thousand, or 19
percent, reflecting the cost of the additional locations. Outsourced data
processing expense increased by $102 thousand due to increased item capture
expenses for Mountain West Bank resulting from increased volumes. Other expenses
increased $387 thousand, or 9 percent, primarily from start up expenses on
implementing the High Performance Checking program at the four banks not
previously on the program, additional advertising expense, and costs associated
with new branch offices and the acquisitions. The efficiency ratio (non-interest
expense/net interest income + non-interest income) was 52 percent for the 2004
quarter which is down from 53 percent for the 2003 quarter, excluding the gain
on sale of securities.

   RESULTS OF OPERATIONS - THE SIX MONTHS ENDED JUNE 30, 2004 COMPARED TO THE
                        SIX MONTHS ENDED JUNE 30, 2003.

Operating results include amounts related to the operation of the three branches
acquired with the Pend Oreille Bank as of July 15, 2003 and the Ione, Washington
branch as of June 4, 2004.

REVENUE SUMMARY
($ IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                  Six months ended June 30,
                                                      ----------------------------------------------
                                                       2004         2003       $ change     % change
                                                      -------      ------      --------     --------
<S>                                                   <C>          <C>         <C>          <C>
Net interest income                                   $52,168      43,796        8,372        19.1%

Fees and other revenue:
   Service charges, loan fees, and other fees          11,414       9,597        1,817        18.9%
   Gain on sale of loans                                3,797       5,482       (1,685)      -30.7%
   Gain on sale of investments, net of impairment
     charge                                                 -       1,248       (1,248)     -100.0%
   Other income                                         1,048         999           49         4.9%
                                                      -------      ------       ------
     Total non-interest income                         16,259      17,326       (1,067)       -6.2%
                                                      -------      ------       ------
   Total revenue                                      $68,427      61,122        7,305        12.0%
                                                      =======      ======       ======
Tax equivalent net interest margin                       4.17%       4.26%
                                                      =======      ======
</TABLE>

Net Interest Income

Net interest income for the first six months increased $8.372 million, or 19
percent, over the same period in 2003. Total interest income was $7.231 million,
or 11 percent higher than the same period in 2003, while total interest expense
was $1.141 million lower. Approximately 84 percent of the increase in interest
income resulted from the larger investment portfolio. Additional interest income
from the large increase in loans

                                       23
<PAGE>

outstanding was offset by lower rates on the loan portfolio due to refinancing,
and re-pricing of existing loans. The decrease in interest expense is primarily
attributed to the increase in non-interest bearing deposits and a reduction in
rates on maturing fixed term interest bearing deposits and Federal Home Loan
Bank borrowings. The net interest margin as a percentage of earning assets, on a
tax equivalent basis, was 4.17 percent which was a decrease from 4.26 percent
for the same period in 2003.

Non-interest Income

Fee income increased $1.817 million, or 19 percent, over the same period last
year, driven primarily by an increased number of loan and deposit accounts and
the fee income associated with this growth in accounts. Gain on sale of loans
decreased $1.685 million from the same period last year, because of greatly
reduced refinance activity. Loan origination activity for housing purchases
remains quite strong in our markets. In 2003 gains on sale of investments, net
of impairment charge, of $1.248 million were recorded and zero gains were
realized in 2004. Other income, which includes a variety of activities, was $49
thousand greater than the prior year.

NON-INTEREST EXPENSE SUMMARY
($ IN THOUSANDS)

<TABLE>
<CAPTION>
                                                   Six months ended June 30,
                                         ----------------------------------------------
                                          2004         2003        $ change    % change
                                         -------     --------      --------    --------
<S>                                      <C>         <C>           <C>         <C>
Compensation and employee benefits       $19,657      17,029        2,628        15.4%

Occupancy and equipment expense            5,364       4,730          634        13.4%

Outsourced data processing expense           781         828          (47)       -5.7%

Core deposit intangible amortization         545         629          (84)      -13.4%

Other expenses                             9,087       7,987        1,100        13.8%
                                         -------      ------        -----
      Total non-interest expense         $35,434      31,203        4,231        13.6%
                                         -------      ------        -----
</TABLE>

Non-interest Expense

Non-interest expense increased by $4.231 million, or 14 percent, from 2003
including expenses from the acquisitions, the opening of two additional branches
in Boise, Idaho, and a new branch in downtown Bozeman, one of the fastest
growing cities in Montana. Compensation and benefit expense increased $2.628
million, or 15 percent, with the additional bank branches, normal compensation
increases for job performance and increased cost for benefits tied to Company
performance, accounting for the majority of the increase. Occupancy and
equipment expense increased $634 thousand, or 13 percent, reflecting the cost of
the additional locations. Outsourced data processing expense decreased by $47
thousand the result of bringing all core processing onto our in-house data
systems, offset somewhat by increased item capture expenses for Mountain West
Bank resulting from increased volumes. Other expenses increased $1.100 million,
or 14 percent, primarily from start up expenses on implementing the High
Performance Checking program at the four banks not previously on the program,
additional advertising expense, and costs associated with new branch offices and
the acquisitions. The efficiency ratio (non-interest expense/net interest income
+ non-interest income) remained at 52 percent the same as 2003, excluding the
gain on sale of securities.

Critical Accounting Policies

Companies may apply certain critical accounting policies requiring management to
make subjective or complex judgments, often as a result of the need to estimate
the effect of matters that are inherently uncertain. The Company considers its
only critical accounting policy to be the allowance for loan losses. The
allowance for loan losses is established through a provision for loan losses
charged against earnings. The balance of allowance for loan loss is maintained
at the amount management believes will be adequate to absorb known and inherent
losses in the loan portfolio. The appropriate balance of allowance for loan
losses is determined by applying estimated loss factors to the credit exposure
from outstanding loans. Estimated loss factors are based on subjective
measurements including management's assessment of the internal risk
classifications, changes in the nature of the loan portfolio, industry
concentrations and the impact of current local, regional and national economic
factors on the quality of the loan portfolio. Changes in these estimates and
assumptions are

                                       24
<PAGE>

reasonably possible and may have a material impact on the Company's consolidated
financial statements, results of operations and liquidity.

Effect of inflation and changing prices

Generally accepted accounting principles require the measurement of financial
position and operating results in terms of historical dollars, without
consideration for change in relative purchasing power over time due to
inflation. Virtually all assets of a financial institution are monetary in
nature; therefore, interest rates generally have a more significant impact on a
company's performance than does the effect of inflation.

Forward Looking Statements

This Form 10-Q may be deemed to include forward looking statements, which
management believes are a benefit to shareholders. These forward looking
statements describe management's expectations regarding future events and
developments such as future operating results, growth in loans and deposits,
continued success of the Company's style of banking and the strength of the
local economy. The words "will," "believe," "expect," "should," and "anticipate"
and words of similar construction are intended in part to help identify forward
looking statements. Future events are difficult to predict, and the expectations
described above are subject to risk and uncertainty that may cause actual
results to differ materially and adversely. In addition to discussions about
risks and uncertainties set forth from time to time in the Company's filings
with the SEC, factors that may cause actual results to differ materially from
those contemplated by such forward looking statements include, among others, the
following possibilities: (1) local, national, and international economic
conditions are less favorable than expected or have a more direct and pronounced
effect on the Company than expected and adversely affect the Company's ability
to continue its internal growth at historical rates and maintain the quality of
its earning assets; (2) changes in interest rates reduce interest margins more
than expected and negatively affect funding sources; (3) projected business
increases following strategic expansion or opening or acquiring new branches are
lower than expected; (4) costs or difficulties related to the integration of
acquisitions are greater than expected; (5) competitive pressure among financial
institutions increases significantly; (6) legislation or regulatory requirements
or changes adversely affect the businesses in which the Company is engaged; and
(7) the Company's ability to realize the efficiencies it expects to receive from
its investments in personnel and infrastructure.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company believes that there have not been any material changes in
information about the Company's market risk that was provided in the Form 10-K
report for the year ended December 31, 2003.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company's Chief Executive Officer and Chief Financial Officer have reviewed
and evaluated the effectiveness of our disclosure controls and procedures (as
defined in Exchange Act Rules 240.13a-14(c) and 15d-14(c)) as of the date of
this quarterly report. Based on that evaluation, the Chief Executive Officer and
Chief Financial Officer have concluded that the Company's current disclosure
controls and procedures are effective and timely, providing them with material
information relating to the Company required to be disclosed in the reports we
file or submit under the Exchange Act.

Changes in Internal Controls

There have not been any significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation. We are not aware of any significant deficiencies or material
weaknesses, therefore no corrective actions were taken.

                                       25
<PAGE>

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      There are no pending material legal proceedings to which the registrant or
its subsidiaries are a party.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

      (a)   Not Applicable

      (b)   Not Applicable

      (c)   Not Applicable

      (d)   Not Applicable

      (e)   The following sets out the repurchase made by the Company of its
            common stock during the quarter ended June 30, 2004:

<TABLE>
<CAPTION>
                                                                         Total Number             Maximum Number
                                                                     of Shares (or units)      of Shares (or units)
                             Total Number        Average Price        Purchased as Part          that may yet be
                             of Shares (or          Paid per        of Publicly Announced      Purchased Under the
                           units) Purchased     Share (or unit)     Plans or Programs (1)     Plans or Programs (1)
                           ----------------     ---------------     ---------------------     ---------------------
<S>                        <C>                  <C>                 <C>                       <C>
Apr 1 - Apr 30, 2004                 -               $       -                   -                  1,222,852
May 1 - May 31, 2004            71,250                   25.33              71,250                  1,151,602
June 1 - June 30, 2004               -                       -                   -                  1,151,602
                                ------                                      ------
                                71,250               $   25.33              71,250                  1,151,602
                                ======                                      ======
</TABLE>

      (1) The Company announced on April 28, 2004 the Board approved repurchase
      of up to 5% of the Company's common shares.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

      (a)   The Company's Annual Shareholders' Meeting was held April 28, 2004.

      (b)   Not Applicable.

      (c)   A brief description of each matter voted upon at the Annual Meeting
            and number of votes cast for, against or withheld, including a
            separate tabulation with respect to each nominee to serve on the
            Board is presented below:

            (1)   Election of three Directors for three year terms expiring in
                  2007 and until their successors have been elected and
                  qualified.

                  Directors:

                                       26
<PAGE>

                  James M. English -
                             Votes Cast For:           17,361,229
                             Votes Cast Withheld:         137,980

                  Jon W. Hippler -
                             Votes Cast For:           14,526,939
                             Votes Cast Withheld:       2,972,270

                  John S. MacMillan -
                             Votes Cast For:           14,254,410
                             Votes Cast Withheld:       3,244,799


            (2)   Reincorporation of the Company from Delaware to Montana
                  through the merger of the Company with and into a wholly-owned
                  Montana subsidiary of the Company.

                  Votes Cast For:                      12,916,519
                  Votes Cast Against:                     482,746
                  Abstain:                                 24,991

      (d) None

ITEM 5. OTHER INFORMATION

      None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

      (a) Exhibits

           Exhibit 3.i.1 -   Articles of Incorporation

           Exhibit 3.i.2 -   Articles of Amendment to Articles of Incorporation

           Exhibit 3.ii  -   By-laws

           Exhibit 31.1 -    Certification of Chief Executive Officer pursuant
                             to Section 302 of the Sarbanes - Oxley Act of 2002

           Exhibit 31.2 -    Certification of Chief Financial Officer pursuant
                             to Section 302 of the Sarbanes - Oxley Act of 2002

           Exhibit 32 -      Certification of Chief Executive Officer and Chief
                             Financial Officer pursuant to 18 U.S.C. Section
                             1350, as adopted pursuant to Section 906 of the
                             Sarbanes - Oxley Act of 2002

      (b) Current Report on Form 8-K

            On April 29, 2004, a Form 8-K was furnished announcing first quarter
            financial results for 2004.

                                       27
<PAGE>

            On May 6, 2004, a Form 8-K was filed announcing the intention to
            repurchase up to approximately 5% of the Company's common stock.

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.

                                       GLACIER BANCORP, INC.

August 5, 2004                         /s/ Michael J. Blodnick
                                       -----------------------
                                       Michael J. Blodnick
                                       President/CEO

August 5, 2004                         /s/ James H. Strosahl
                                       ---------------------
                                       James H. Strosahl
                                       Executive Vice President/CFO

                                       28

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.I.1
<SEQUENCE>2
<FILENAME>v00993exv3wiw1.txt
<DESCRIPTION>EXHIBIT 3.I.1
<TEXT>
<PAGE>

                                                                   EXHIBIT 3.i.1

                            ARTICLES OF INCORPORATION

                                       OF

                              GLACIER BANCORP, INC.

                  (COMPOSITE COPY INCORPORATING ALL AMENDMENTS)

         ARTICLE 1. NAME. The name of the corporation is Glacier Bancorp, Inc.
(hereinafter referred to as the "Corporation").

         ARTICLE 2. REGISTERED OFFICE AND REGISTERED AGENT. The address of the
registered office of the Corporation is 49 Commons Loop, Kalispell, Montana
59901. The name of the registered agent at such address is Michael J. Blodnick.

         ARTICLE 3. NATURE OF BUSINESS. The purpose of the Corporation is to
engage in any lawful act or activity for which a corporation may be organized
under the Montana Business Corporation Act ("MBCA").

         ARTICLE 4. CAPITAL STOCK. The total number of shares of capital stock
which the Corporation has authority to issue is 63,500,000, of which 1,000,000
shall be serial preferred stock, $0.01 par value per share (hereinafter the
"Preferred Stock"), and 62,500,000 shall be common stock, $0.01 par value per
share (hereinafter the "Common Stock")

         The Board of Directors is hereby expressly authorized, by resolution or
resolutions to provide, out of the unissued shares of Preferred Stock, for
series of Preferred Stock. Before any shares of any such series are issued, the
Board of Directors shall fix, and hereby is expressly empowered to fix, by
resolution or resolutions, the following provisions of the shares thereof:

                  (a) the designation of such series, the number of shares to
constitute such series and the stated value thereof if different from the par
value thereof;

                  (b) whether the shares of such series shall have voting
rights, in addition to any voting rights provided by law, and, if so, the terms
of such voting rights, which may be general or limited;

                  (c) the dividends, if any, payable on such series, whether any
such dividends shall be cumulative, and, if so, from what dates, the conditions
and dates upon which such dividends shall be payable, the preference or relation
which such dividends shall bear to the dividends payable on any shares of stock
of any other class or any other series of this class;

                  (d) whether the shares of such series shall be subject to
redemption by the Corporation, and, if so, the times, prices and other
conditions of such redemption;

                  (e) the amount or amounts payable upon shares of such series
upon, and the

<PAGE>

rights of the holders of such series in, the voluntary or involuntary
liquidation, dissolution or winding up, or upon any distribution of the assets,
of the Corporation;

                  (f) whether the shares of such series shall be subject to the
operation of a retirement or sinking fund and, if so, the extent to and manner
in which any such retirement or sinking fund shall be applied to the purchase or
redemption of the shares of such series for retirement or other corporate
purposes and the terms and provisions relative to the operation thereof;

                  (g) whether the shares of such series shall be convertible
into, or exchangeable for, shares of stock of any other class or any other
series of this class or any other securities, and, if so, the price or prices or
the rate or rates of conversion or exchange and the method, if any, of adjusting
the same, and any other terms and conditions of conversion or exchange;

                  (h) the limitations and restrictions, if any, to be effective
while any shares of such series are outstanding upon the payment of dividends or
the making of other distributions on, and upon the purchase, redemption or other
acquisition by the Corporation of, the Common Stock or shares of stock of any
other class or any other series of this class;

                  (i) the conditions or restrictions, if any, upon the creation
of indebtedness of the Corporation or upon the issue of any additional stock,
including additional shares of such series or of any other series of this class
or of any other class; and

                  (j) any other powers, preferences and relative, participating,
optional and other special rights, and any qualifications, limitations and
restrictions thereof.

         The powers, preferences and relative, participating, optional and other
special rights, of each series of Preferred Stock, and the qualifications,
limitations or restrictions thereof, if any, may differ from those of any and
all other series at any time outstanding. All shares of any one series of
Preferred Stock shall be identical in all respects with all other shares of such
series, except that shares of any one series issued at different times may
differ as to the dates from which dividends thereon shall accrue and/or be
cumulative.

         ARTICLE 5. INCORPORATOR. The name and mailing address of the sole
incorporator is as follows:

<TABLE>
<CAPTION>
Name                                                 Address
----                                                 -------
<S>                                                  <C>
Michael J. Blodnick                                  Glacier Bancorp, Inc.

                                                     49 Commons Loop

                                                     Kalispell, Montana   59901
</TABLE>

         ARTICLE 6. PREEMPTIVE RIGHTS. No holder of the capital stock of the
Corporation shall be entitled as such, as a matter of right, to subscribe for or
purchase any part of any new or additional issue of stock of any class
whatsoever of the Corporation, or of securities convertible into stock of any
class whatsoever, whether now or hereafter authorized, or whether issued for
cash or other consideration or by way of a dividend.

<PAGE>

         ARTICLE 7. DIRECTORS. The business and affairs of the Corporation shall
be managed by or under the direction of a Board of Directors. Except as
otherwise fixed pursuant to the provisions of Article 4 hereof relating to the
rights of the holders of any class or series of stock having a preference over
the Common Stock as to dividends or upon liquidation to elect additional
directors, the number of directors shall be determined by a vote of the majority
of the Board of Directors, provided that no decrease shall have the effect of
shortening the term of any incumbent director. Notwithstanding anything to the
contrary contained in these Articles of Incorporation, the number of directors
may not be less than seven (7) or more than seventeen (17).

         A. Classification and Term. So long as the Board of Directors has at
least nine (9) members, the Board of Directors, other than those who may be
elected by the holders of any class or series of stock having preference over
the Common Stock as to dividends or upon liquidation, shall be divided into
three classes as nearly equal in number as possible, with one class to be
elected annually. The term of office of the initial directors shall be as
follows: the term of directors of the first class shall expire at the first
annual meeting of shareholders after their election; the term of office of the
directors of the second class shall expire at the second annual meeting of
shareholders after their election; and the term of office of the third class
shall expire at the third annual meeting of shareholders after their election;
and, as to directors of each class, when their respective successors are elected
and qualified. At each annual meeting of shareholders, directors elected to
succeed those whose terms are expiring shall be elected for a term of office to
expire at the third succeeding annual meeting of shareholders and when their
respective successors are elected and qualified. Shareholders of the Corporation
shall not be permitted to cumulate their votes for the election of directors.

         B. Vacancies. Except as otherwise fixed pursuant to the provisions of
Article 4 hereof relating to the rights of the holders of any class or series of
stock having a preference over the Common Stock as to dividends or upon
liquidation to elect directors, any vacancy occurring in the Board of Directors,
including any vacancy created by reason of an increase in the number of
directors, may be filled by a majority vote of the directors then in office,
whether or not a quorum is present, or by a sole remaining director, and any
director so chosen shall hold office for the remainder of the term to which the
director has been selected and until such director's successor shall have been
elected and qualified. When the number of directors is changed, the Board of
Directors shall determine the class or classes to which the increased or
decreased number of directors shall be apportioned; provided that no decrease in
the number of directors shall shorten the term of any incumbent director.

         C. Removal. Subject to the rights of any class or series of stock
having preference over the Common Stock as to dividends or upon liquidation to
elect directors, any director (including persons elected by directors to fill
vacancies in the Board of Directors) may be removed from office only for cause
at a duly constituted meeting of shareholders called expressly for such purpose.

         ARTICLE 8. LIABILITY OF DIRECTORS AND OFFICERS. The personal liability
of the directors and officers of the Corporation for monetary damages shall be
eliminated to the fullest extent permitted by the MBCA as it exists on the
effective date of these Articles of Incorporation or as such law may be
thereafter in effect. No amendment, modification or repeal of this Article 8
shall adversely affect the rights provided hereby with respect to any claim,
issue or matter in any proceeding that is based in any respect on any alleged
action or failure to act prior to such amendment, modification or repeal.

<PAGE>

         ARTICLE 9.  CERTAIN BUSINESS COMBINATIONS.

         9.1      VOTE REQUIRED FOR CERTAIN BUSINESS COMBINATIONS.

         A.       Higher Vote for Certain Business Combinations. In addition to
any affirmative vote required by law, any other provision of these Articles of
Incorporation, the Bylaws of the Corporation, any agreement with a national
securities exchange or otherwise, and except as otherwise expressly provided in
Article 9.2 of this Article 9:

                  (1) any merger or consolidation of the Corporation or any
Subsidiary (as hereinafter defined) with (i) any Interested Shareholder (as
hereinafter defined) or (ii) any other corporation (whether or not itself an
Interested Shareholder) which is, or after such merger or consolidation would
be, an Affiliate (as hereinafter defined) of an Interested Shareholder; or

                  (2) any sale, lease, license, exchange, mortgage, pledge,
transfer or other disposition (in one transaction or a series of transactions)
to or with any Interested Shareholder or any Affiliate of any Interested
Shareholder of any assets of the Corporation or any Subsidiary having an
aggregate Fair Market Value (as hereinafter defined) of $500,000 or more; or

                  (3) the issuance or transfer by the Corporation or any
Subsidiary (in one transaction or a series of transactions) of any securities of
the Corporation or any Subsidiary to any Interested Shareholder or any Affiliate
of any Interested Shareholder; or

                  (4) the adoption of any plan or proposal for the liquidation
or dissolution of the Corporation proposed by or on behalf of an Interested
Shareholder or any Affiliate of any Interested Shareholder; or

                  (5) any reclassification of securities (including any reverse
stock split), or recapitalization of the Corporation, or any merger or
consolidation of the Corporation with any of its Subsidiaries or any other
transaction (whether or not with or into or otherwise involving an Interested
Shareholder) which has the effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of any class of equity or
convertible securities of the Corporation or any Subsidiary which is directly or
indirectly owned by any Interested Shareholder or any Affiliate of any
Interested Shareholder; shall require the affirmative vote of the holders of at
least 80% of the voting power of the then outstanding shares of capital stock of
the Corporation entitled to vote generally in the election of directors (the
"Voting Stock"), voting together as a single class (it being understood that for
purposes of this Article 9, each share of the Voting Stock shall have the number
of votes granted to it pursuant to Article 4 of these Articles of
Incorporation). Such affirmative vote shall be required notwithstanding that no
vote may be required, or that a lesser percentage may be specified, by law, any
other provision of these Articles of Incorporation, the Bylaws of the
Corporation, any agreement with any national securities exchange or otherwise.

         B. Definition of "Business Combination." The term "Business
Combination" as used in this Article 9 shall mean any transaction which is
referred to in any one or more of clauses (1) through (5) of paragraph A of this
Article 9.1.

         9.2      WHEN HIGHER VOTE IS NOT REQUIRED.

<PAGE>

         The provisions of Article 9.1 shall not be applicable to any particular
Business Combination, and such Business Combination shall require only such
affirmative vote as may be required by law, any other provision of these
Articles of Incorporation, the Bylaws of the Corporation, any agreement with a
national securities exchange or otherwise, if all of the conditions specified in
either of the following paragraphs A or B are met:

         A.       Approval by Disinterested Directors. The Business Combination
shall have been approved by a majority of the Disinterested Directors (as
hereinafter defined).

         B.       Price and Procedural Requirements. All of the following
conditions shall have been met:

                  (1)      The aggregate amount of the cash and the Fair Market
Value as of the consummation of the Business Combination of consideration other
than cash to be received per share by holders of Common Stock in such Business
Combination shall be at least equal to the higher of the following:

                           (a) (if applicable) the highest per share price
(including any brokerage commissions, transfer taxes and soliciting dealers'
fees) paid by the Interested Shareholder for any shares of Common Stock acquired
by it (i) within the five-year period immediately prior to the first public
announcement of the terms of the proposed Business Combination (the
"Announcement Date") or (ii) in the transaction in which it became an Interested
Shareholder, whichever is higher; and

                           (b) the Fair Market Value per share of Common Stock
on the Announcement Date or on the date on which the Interested Shareholder
became an Interested Shareholder (such latter date is referred to in this
Article 9 as the "Determination Date"), whichever is higher.

                  (2)      The aggregate amount of the cash and the Fair Market
Value as of the date of the consummation of the Business Combination of
consideration other than cash to be received per share by holders of shares of
any other class of outstanding Voting Stock shall be at least equal to the
highest of the following (it being intended that the requirements of this clause
(2) shall be required to be met with respect to every class of outstanding
Voting Stock, whether or not the Interested Shareholder has previously acquired
any shares of a particular class of Voting Stock):

                           (a) (if applicable) the highest per share price
(including any brokerage commissions, transfer taxes and soliciting dealers'
fees) paid by the Interested Shareholder for any shares of such class of Voting
Stock acquired by it (i) within the five-year period immediately prior to the
Announcement Date or (ii) in the transaction in which it became an Interested
Shareholder, whichever is higher;

                           (b) the Fair Market Value per share of such class of
Voting Stock on the Announcement Date or on the Determination Date, whichever is
higher; and

                           (c) (if applicable) the highest preferential amount
per share to which the holders of shares of such class of Voting Stock are
entitled in the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary.

<PAGE>

                  (3)      The consideration to be received by holders of a
particular class of outstanding Voting Stock (including Common Stock) shall be
in cash or in the same form as the Interested Shareholder has previously paid
for shares of such class of Voting Stock. If the Interested Shareholder has paid
for shares of any class of Voting Stock with varying forms of consideration, the
form of consideration for such class of Voting Stock shall be either cash or the
form used to acquire the largest number of shares of such class of Voting Stock
previously acquired by it. The price determined in accordance with clauses (1)
and (2) of this paragraph (B) shall be subject to appropriate adjustment in the
event of any stock dividend, stock split, combination of shares or similar
event.

                  (4)      After such Interested Shareholder has proposed such a
Business Combination and prior to the consummation of such Business Combination;
(a) except as approved by a majority of the Disinterested Directors, there shall
have been no failure to declare and pay at the regular date therefor any full
quarterly dividends (whether or not cumulative) on the outstanding Preferred
Stock of the Corporation; (b) there shall have been (i) no reduction in the
quarterly rate of dividends paid on the Common Stock (except as necessary to
reflect any subdivision of the Common Stock), except as approved by a majority
of the Disinterested Directors, and (ii) an increase in such quarterly rate of
dividends paid on such Common Stock as necessary to reflect any reclassification
(including any reverse stock split), recapitalization, reorganization or any
similar transaction which has the effect of reducing the number of outstanding
shares of the Common Stock, unless the failure so to increase such annual rate
is approved by a majority of the Disinterested Directors; and (c) such
Interested Shareholder shall not have become the beneficial owner of any
additional shares of Voting Stock except as part of the transaction which
results in such Interested Shareholder becoming an Interested Shareholder.

                  (5)      A proxy or information statement describing the
proposed Business Combination and complying with the requirements of the
Securities Exchange Act of 1934, as amended (or any subsequent provisions
replacing such) (hereinafter referred to as the "Act"), and the rules and
regulations of the Securities and Exchange Commission thereunder shall be mailed
to the shareholders of the Corporation at least 30 days prior to the
consummation of such Business Combination (whether or not such proxy or
information statement is required to be mailed pursuant to the Act.)

                  (6)      The holders of all outstanding shares of Voting Stock
not beneficially owned by the Interested Shareholder prior to the consummation
of any Business Combination shall be entitled to receive in such Business
Combination cash or other consideration for their shares of such Voting Stock in
compliance with clauses (1), (2) and (3) of paragraph B of this Article 9.2
(provided, however, that the failure of any such holders who are exercising
their statutory rights to dissent from such Business Combination and receive
payment of the fair value of their shares to exchange their shares in such
Business Combination shall not be deemed to have prevented the condition set
forth in this clause (6) from being satisfied).

         9.3      CERTAIN DEFINITIONS.

         For the purposes of this Article 9 the following shall be deemed to
have the meanings specified below:

         A. The term "person" shall mean any individual, firm, corporation or
other entity.

         B. The term "Interested Shareholder" shall mean any person (other than
the

<PAGE>

Corporation or any Subsidiary) who or which:

                  (1) is the beneficial owner, directly or indirectly, of more
than 10% of the voting power of the then outstanding Voting Stock; or

                  (2) is an Affiliate of the Corporation and at any time within
the five-year period immediately prior to the date in question was the
beneficial owner, directly or indirectly, of 10% or more of the voting power of
the then outstanding Voting Stock; or

                  (3) is an assignee of or has otherwise succeeded to any shares
of Voting Stock which were at any time within the five-year period immediately
prior to the date in question beneficially owned by an Interested Shareholder,
if such assignment or succession shall have occurred in the course of a
transaction or series of transactions not involving a public offering within the
meaning of the Securities Act of 1933, as amended (or any subsequent provisions
replacing such).

         C.       A person shall be deemed a "beneficial owner" of any Voting
Stock:

                  (1) which such person or any of its Affiliates or Associates
(as hereinafter defined) beneficially owns, directly or indirectly; or

                  (2) which such person or any of its Affiliates or Associates
has (a) the right to acquire (whether such right is exercisable immediately or
only after the passage of time), pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise, or (b) the right to vote pursuant to any
agreement, arrangement or understanding; or

                  (3) which is beneficially owned, directly or indirectly, by
any other person with which such person or any of its Affiliates or Associates
has any agreement, arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of any shares of Voting Stock.

         D.       For the purpose of determining whether a person is an
Interested Shareholder pursuant to paragraph B of this Article 9.3, the number
of shares of Voting Stock deemed to be outstanding shall include shares deemed
owned through application of paragraph C of this Article 9.3 but shall not
include any other shares of Voting Stock which may be issuable pursuant to any
agreement, arrangement or understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.

         E.       The terms "Affiliate" or "Associate" shall have the respective
meanings ascribed to such terms in rule 12b-2 of the General Rules and
Regulations under the Act, as in effect on the effective date of these Articles
of Incorporation.

         F.       The term "Subsidiary" shall mean any corporation of which a
majority of any class of equity security is owned, directly or indirectly, by
the Corporation; provided, however, that for the purposes of the definition of
Interested Shareholder set forth in paragraph B of this Article 9.3, the term
"Subsidiary" shall mean only a corporation of which a majority of each class of
equity security is owned, directly or indirectly, by the Corporation.

<PAGE>

         G.       The term "Fair Market Value" shall mean: (1) in the case of
stock, the highest closing sale price during the 30-day period immediately
preceding the date in question of a share of such stock on the Composite Tape
for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on
the Composite Tape, on the New York Stock Exchange, or if such stock is not
listed on such Exchange, on the principal United States securities exchange
registered under the Act on which such stock is listed or, if such stock is not
listed on any such exchange, the highest closing bid quotation with respect to a
share of such stock during the 30-day period preceding the date in question on
the National Association of Securities Dealers, Inc. Automated Quotations System
or any similar system then in use, or if no such quotations are available, the
fair market value on the date in question of a share of such stock as determined
by a majority of the Disinterested Directors in good faith, in each case with
respect to any class of such stock, appropriately adjusted for any dividend or
distribution in shares of such stock or any subdivision or reclassification of
outstanding shares of such stock into a greater number of shares of such stock
or any combination or reclassification of outstanding shares of such stock into
a smaller number of shares of such stock; and (2) in the case of property other
than cash or stock, the fair market value of such property on the date in
question as determined by a majority of the Disinterested Directors in good
faith.

         H.       In the event of any Business Combination in which the
Corporation is the survivor, the phrase "consideration other than cash to be
received" as used in clauses (1) and (2) of paragraph B of Article 9.2 shall
include the shares of Common Stock and/or the shares of any other eligible
outstanding Voting Stock retained by the holders of such shares.

         I.       The term "Disinterested Director" shall mean any member of the
Board of Directors of the Corporation who is unaffiliated with the Interested
Shareholder and who was a member of the Board of Directors prior to the
Determination Date, and any successor of a Disinterested Director who is
unaffiliated with the Interested Shareholder and is recommended to succeed a
Disinterested Director by a majority of the total number of Disinterested
Directors then on the Board of Directors.

         J.       References to "highest per share price" shall in each case
with respect to any class of stock reflect an appropriate adjustment for any
dividend or distribution in shares of such stock or subdivision or
reclassification of outstanding shares of such stock into a greater number of
shares of such stock or any combination or reclassification of outstanding
shares of such stock into a smaller number of shares of such stock.

         9.4      POWERS OF THE BOARD OF DIRECTORS.

         A majority of the Board of Directors of the Corporation shall have the
power and duty to decide for the purpose of this Article 9, on the basis of
information known to them after reasonable inquiry, whether a person is an
Interested Shareholder. Once the Board of Directors has made a determination
pursuant to the preceding sentence that a person is an Interested Shareholder, a
majority of the number of Directors of the Corporation who would qualify as
Disinterested Directors shall have the power and duty to interpret all of the
terms and provisions of this Article 9, and to determine on the basis of
information known to them after reasonable inquiry all facts necessary to
ascertain compliance with this Article 9, including, without limitation: (A) the
number of shares of Voting Stock beneficially owned by any person, (B) whether a
person is an Affiliate or Associate of another, (C) whether the assets which are
the subject of any Business Combination have an aggregate Fair Market Value of
$500,000 or more and (D) whether all of the applicable conditions set forth in
paragraph B of Article 9.2 have been

<PAGE>

met with respect to any Business Combination. Any determination pursuant to this
Article 9.4 made in good faith shall be binding and conclusive on all parties.

         9.5      NO EFFECT ON FIDUCIARY OBLIGATIONS OF INTERESTED SHAREHOLDERS.

         Nothing contained in this Article 9 shall be construed to relieve any
Interested Shareholder from any fiduciary obligation imposed by law.

         9.6      AMENDMENT, REPEAL, ETC.

         Notwithstanding any other provisions of these Articles of Incorporation
or the Bylaws of the Corporation (and notwithstanding the fact that a lesser
percentage may be specified by these Articles of Incorporation or the Bylaws of
the Corporation), the affirmative vote of the holders of 80% or more of the
outstanding Voting Stock, voting together as a single class, shall be required
to amend, repeal or adopt any provisions inconsistent with this Article 9.

         ARTICLE 10. SHAREHOLDER APPROVAL OF PLAN OF MERGER OR SHARE EXCHANGE. A
majority of all votes entitled to be cast by each voting group is sufficient to
approve any plan of merger or share exchange requiring approval of the
Corporation's shareholders pursuant to Section 35-1-815 of the MBCA (as such
statute exists on the effective date of these Articles of Incorporation or as it
may be thereafter in effect); provided that, notwithstanding anything contained
in these Articles of Incorporation to the contrary, any transaction with an
Interested Party shall be approved in the manner specified in Article 9.

         ARTICLE 11. AMENDMENT. The Corporation reserves the right to amend,
alter, change or repeal any provision contained in these Articles of
Incorporation, in the manner now or hereafter prescribed by law, and all rights
conferred upon shareholders herein are granted subject to this reservation;
provided that, notwithstanding anything contained in these Articles of
Incorporation to the contrary, Article 9 shall be amended in the manner
specified in Article 9.6.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.I.2
<SEQUENCE>3
<FILENAME>v00993exv3wiw2.txt
<DESCRIPTION>EXHIBIT 3.I.2
<TEXT>
<PAGE>

                                                                   EXHIBIT 3.i.2

                              ARTICLES OF AMENDMENT
                                       OF
                              GLACIER BANCORP, INC.

     Pursuant to Section 35-1-230 of the Montana Statutes, the undersigned
corporation submits for filing the following Articles of Amendment to its
Articles of Incorporation:

1.       The name of the corporation is Glacier Bancorp, Inc.

2.       Article 4 of the corporation's Articles of Incorporation is amended by
         deleting the first paragraph in its entirety and replacing it with the
         following text:

         "The total number of shares of capital stock which the Corporation has
         authority to issue is 63,500,000, of which 1,000,000 shall be serial
         preferred stock, $0.01 par value per share (hereinafter the "Preferred
         Stock"), and 62,500,000 shall be common stock, $0.01 par value per
         share (hereinafter the "Common Stock")."

3.       The amendment was adopted and approved by a sufficient vote of the
         directors of the corporation on April 28, 2004, effective on May 20,
         2004, to evidence a 5-for-4 split of the corporation's shares of common
         stock.

4.       The corporation does not have any shares of preferred stock issued or
         outstanding.

5.       Pursuant to Section 35-1-226 (4) of the Montana Statutes, shareholder
         action to approve the amendment is not required and was not obtained.

                                            GLACIER BANCORP, INC.,
                                            a Montana Corporation

                                            /s/ James H. Strosahl
                                            -------------------------------
                                            James H. Strosahl
                                            EVP and Chief Financial Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.II
<SEQUENCE>4
<FILENAME>v00993exv3wii.txt
<DESCRIPTION>EXHIBIT 3.II
<TEXT>
<PAGE>

                                                                    EXHIBIT 3.ii

                                     BYLAWS

                                       OF

                              GLACIER BANCORP, INC.

                               ARTICLE I. OFFICES

         1.1 Registered Office and Registered Agent. The registered office of
Glacier Bancorp, Inc. (the "Corporation") shall be located in the State of
Montana at such place as may be fixed from time to time by the Board of
Directors upon filing of such notices as may be required by law, and the
registered agent shall have a business office identical with such registered
office.

         1.2 Other Offices. The Corporation may have other offices within or
without the State of Montana at such place or places as the Board of Directors
may from time to time determine.

                       ARTICLE II. STOCKHOLDERS' MEETINGS

         2.1 Meeting Place. All meetings of the shareholders shall be held at
the principal place of business of the Corporation, or at such other place
within or without the State of Montana as shall be determined from time to time
by the Board of Directors, and the place at which any such meeting shall be held
shall be stated in the notice of the meeting.

         2.2 Annual Meeting Time. The annual meeting of the shareholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held each year on the last Wednesday
of April at the hour of 9:00 a.m., if not a legal holiday, and if a legal
holiday, then on the day following, at the same hour, or at such other date and
time as may be determined by the Board of Directors and stated in the notice of
such meeting.

         2.3 Organization. Each meeting of the shareholders shall be presided
over by the Chairman of the Board, the President, or in the absence of both the
Chairman and the President, a chairman of the meeting as designated by the Board
of Directors. The Secretary, or in his absence a temporary Secretary, shall act
as secretary of each meeting of the shareholders. In the absence of the
Secretary and any temporary Secretary, the chairman of the meeting may appoint
any person present to act as secretary of the meeting. The chairman of any
meeting of the shareholders, unless prescribed by law or regulation or unless
the Board of Directors has otherwise determined, shall determine the order of
the business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussions as seem to him in order.

         2.4 Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, may be called at any time by the Chairman of the Board, the
President or a majority of the Board of Directors and shall be called by the
Chairman of the Board, the President or the Secretary upon the written request
of the holders of not less than 10% of the issued and outstanding capital stock
of the Corporation entitled to vote on the matter for which the meeting is
called, voting together as a single class.

<PAGE>

         2.5      Notice.

         (a) Notice of the time and place of the annual meeting of shareholders
shall be given by delivering personally or by mailing a written or printed
notice of the same, at least ten days and not more than sixty days prior to the
meeting, to each shareholder of record entitled to vote at such meeting. When
any shareholders' meeting, either annual or special, is adjourned for 120 days
or more, or if a new record date is fixed for an adjourned meeting of
shareholders, notice of the adjourned meeting shall be given as in the case of
an original meeting. It shall not be necessary to give any notice of the time
and place of any meeting adjourned for less than 120 days or of the business to
be transacted thereat (unless a new record date is fixed therefor), other than
an announcement at the meeting at which such adjournment is taken.

         (b) At least ten days and not more than sixty days prior to the
meeting, a written or printed notice of each special meeting of shareholders,
stating the place, day and hour of such meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
either delivered personally or mailed to each shareholder of record entitled to
vote at such meeting.

         2.6 Shareholders' List for Meeting. No later than two (2) business days
after notice is given of any meeting of shareholders, a complete record of the
shareholders entitled to vote at such meeting, or any adjournment thereof, shall
be made available to shareholders, arranged in alphabetical order, with the
address of and number of shares held by each. The record shall be kept open at
the time and place of such meeting for the inspection of any shareholder.

         2.7 Quorum: Actions of Shareholder. Except as otherwise required by
law:

         (a) A quorum at any annual or special meeting of shareholders shall
consist of shareholders representing, either in person or by proxy, a majority
of the outstanding capital stock of the Corporation entitled to vote at such
meeting.

         (b) The votes of a majority in interest of those present at any
properly called meeting or adjourned meeting of shareholders at which a quorum,
as defined above, is present, shall be sufficient to transact business.

         2.8      Voting of Shares.

         (a) Except as otherwise provided in these Bylaws or to the extent that
voting rights of the shares of any class or classes are limited or denied by the
Articles of Incorporation, each shareholder, on each matter submitted to a vote
at a meeting of shareholders, shall have one vote for each share of stock
registered in his name on the books of the Corporation.

         (b) Directors are to be elected by a plurality of votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present. Shareholders shall not be permitted to cumulate their votes for the
election of directors. If, at any meeting of the shareholders, due to a vacancy
or vacancies or otherwise, directors of more than one class of the Board of
Directors are to be elected, each class of directors to be elected at the
meeting shall be elected in a separate election by a plurality vote.

         2.9 Fixing of the Record Date. The Board of Directors may fix in
advance a record date for determining shareholders entitled to notice of or to
vote at any meeting of shareholders, or any

<PAGE>

adjournment thereof, or entitled to receive payment of any dividend. Such date
shall be not more than seventy days and, in case of a meeting of shareholders,
not less than ten days prior to the date on which the particular action
requiring such determination of shareholders is to be taken.

         2.10 Proxies. A shareholder may vote either in person or by proxy
executed in writing by the shareholder, or his duly authorized attorney-in-fact.
Without limiting the manner in which a shareholder may authorize another person
or persons to act for him as proxy, a shareholder may grant such authority in
the manner specified in Section 35-1-525 (or any successor thereto) of the
Montana Business Corporation Act ("MBCA"). No proxy shall be valid after eleven
months from the date of its execution, unless otherwise provided in the proxy.

         2.11 Waiver of Notice. A waiver of any notice required to be given any
shareholder, signed by the person or persons entitled to such notice, whether
before or after the time stated therein for the meeting, shall be equivalent to
the giving of such notice.

         2.12 Voting of Shares in the Name of Two or More Persons. When
ownership stands in the name of two or more persons, in the absence of written
directions to the Corporation to the contrary, at any meeting of the
shareholders of the Corporation any one or more of such shareholders may cast,
in person or by proxy, all votes to which such ownership is entitled. In the
event an attempt is made to cast conflicting votes, in person or by proxy, by
the several persons in whose names shares of stock stand, the vote or votes to
which those persons are entitled shall be cast as directed by a majority of
those holding such stock and present in person or by proxy at such meeting, but
no votes shall be cast for such stock if a majority cannot agree.

         2.13 Voting of Shares by Certain Holders. Shares standing in the name
of another corporation may be voted by an officer, agent or proxy as the bylaws
of such corporation may prescribe, or, in the absence of such provision, as the
Board of Directors of such corporation may determine. Shares held by an
administrator, executor, guardian o conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name. Shares standing in the name of a receiver
may be voted by such receiver, and shares held by or under the control of a
receiver may be voted by such receiver without the transfer thereof into his
name if authority to do so is contained in an appropriate order of the court or
other public authority by which such receiver was appointed. A shareholder whose
shares are pledged shall be entitled to vote such shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee shall
be entitled to vote the shares so transferred.

         2.14 Proposals. At an annual meeting of the shareholders, only such
business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting, business must be (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the director of the Board of Directors, (b) otherwise properly brought before
the meeting by or at the direction of the Board of Directors, or (c) otherwise
properly brought before the meeting by a shareholder. For business to be
properly brought before an annual meeting by a shareholder, the shareholder must
have given timely notice thereof in writing to the Secretary of the Corporation
and such other business must otherwise be a proper matter for shareholder
action. To be timely a shareholder's notice must be delivered to or mailed and
received at the principal executive offices of the Corporation not later than
120 days prior to the anniversary date of the mailing of proxy materials by the
Corporation in connection with the immediately preceding annual meeting. In no
event will the public announcement of an adjournment of a shareholders meeting

<PAGE>

commence a new time period for the giving of a shareholder's notice as described
above. A shareholder's notice to the Secretary shall set forth as to each matter
the shareholder proposes to bring before the annual meeting (a) a brief
description of the business desires to be brought before the annual meeting; (b)
the name and address, as they appear on the Corporation's books, of the
shareholder proposing such business; (c) the class and number of shares of the
Corporation which are beneficially owned by the shareholder; (d) any material
interest of the shareholder in such business; and (e) any other information that
is required to be provided by the shareholder pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (the "1934 Act") (or any
successor thereto) in such shareholder's capacity as a proponent of a
shareholder proposal. The chairman of an annual meeting shall, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this Article II,
Section 2.14, and if he should so determine, he shall so declare to the meeting
and any such business not properly brought before the meeting shall not be
transacted. This provision is not a limitation on any other applicable laws and
regulations.

         2.15 Inspectors. For each meeting of shareholders, the Board of
Directors shall appoint one or more inspectors of election. If for any meeting
the inspector(s) appointed by the Board of Directors shall be unable to act or
the Board of Directors shall fail to appoint any inspector, one or more
inspectors shall be appointed at the meeting by the chairman thereof. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector with strict impartiality
and according to the best of his ability. An inspector or inspectors shall (i)
ascertain the number of shares outstanding and the voting power of each, (ii)
determine the shares represented at a meeting and the validity of proxies and
ballots, (iii) count all votes and ballots, (iv) determine and retain for a
reasonable period a record of the disposition of any challenges made to any
determination by the inspectors and (v) certify their determination of the
number of shares represented at the meeting and their count of all votes and
ballots. An inspector or inspectors shall not accept a ballot, proxy or vote,
nor any revocations thereof or changes thereto, after the closing of the polls
(unless a court of competent jurisdiction, upon application by a shareholder,
shall determine otherwise) and may appoint or retain other persons or entities
to assist them in the performance of their duties. Inspectors need not be
shareholders and may not be nominees for election as directors.

         2.16 Informal Action by Shareholders. Any action required to be taken
at a meeting of the shareholders, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting if consent in
writing, setting forth the action so taken, shall be given by all of the
shareholders entitled to vote with respect to the subject matter thereof.

                           ARTICLE III. CAPITAL STOCK

         3.1 Certificates. Shares may but need not be represented by
Certificates. Certificates, if utilized, shall be signed by the Chairman of the
Board or the President, and the Secretary or the Treasurer, or any other two
officers as may be designated by the Board of Directors, and may be sealed with
the seal of the Corporation or a facsimile thereof. The signatures of such
officers may be facsimiles. If an officer who has signed or whose facsimile
signature has been placed upon such certificate ceases to be an officer before
the certificate is issued, it may be issued by the Corporation with the same
effect as if the person were an officer on the date of issue. Each newly-issued
certificate of stock shall state:

<PAGE>

         (a) the name of the Corporation and that it is organized under the laws
of the State of Montana;

         (b) the name of the person to whom issued; and

         (c) the number and class of shares and the designation of the series,
if any, which such certificate represents.

         3.2 Transfers.

         (a) Transfers of stock shall be made only upon the stock transfer books
of the Corporation, kept at the registered office of the Corporation or at its
principal place of business, or at the office of its transfer agent or
registrar, and before a new certificate is issued the old certificate shall be
surrendered for cancellation. The Board of Directors may, by resolution, open a
share register in any state of the United States, and may employ an agent or
agents to keep such register, and to record transfers of shares therein.

         (b) Shares of stock shall be transferred by delivery of the
certificates therefor, accompanied either by an assignment in writing on the
back of the certificate or an assignment separate from the certificate, or by a
written power of attorney to sell, assign and transfer the same, signed by the
holder of said certificate. No shares of stock shall be transferred on the books
of the Corporation until the outstanding certificates therefor have been
surrendered to the Corporation.

         3.3 Registered Owner. Registered shareholders shall be treated by the
Corporation as the holders in fact of the stock standing in their respective
names and the Corporation shall not be bound to recognize any equitable or other
claim to or interest in any share on the part of any other person, whether or
not it shall have express or other notice thereof, except as expressly provided
by the laws of the State of Montana.

         3.4 Mutilated, Lost or Destroyed Certificates. In case of any
mutilation, loss or destruction of any certificate of stock, another may be
issued in its place upon receipt of proof of such mutilation, loss or
destruction. The Board of Directors may impose conditions on such issuance and
may require the giving of a satisfactory bond or indemnity to the Corporation in
such sum as it may determine or establish such other procedures as it may deem
necessary.

         3.5 Fractional Shares or Scrip. The Corporation may (a) issue fractions
of a share which shall entitle the holder to exercise voting rights, to receive
dividends thereon, and to participate in any of the assets of the Corporation in
the event of liquidation; (b) arrange for the disposition of fractional
interests by those entitled thereto; (c) pay in cash the fair value of fractions
of a share as of the time when those entitled to receive such shares are
determined; or (d) issue scrip in registered or bearer form which shall entitle
the holder to receive a certificate for a full share upon the surrender of such
scrip aggregating a full share.

         3.6 Shares of Another Corporation. Shares owned by the Corporation in
another corporation, domestic or foreign, may be voted by such officer, agent or
proxy as the Board of Directors may determine or, in the absence of such
determination, by the President of the Corporation.

                         ARTICLE IV. BOARD OF DIRECTORS
<PAGE>

         4.1 Powers. The business and affairs of the Corporation shall be
managed by or under the direction of a Board of Directors, which may exercise
all such authority and powers of the Corporation and do all such lawful acts and
things as are not by law, the Articles of Incorporation, or these Bylaws
directed or required to be exercised or done by the shareholders.

         4.2 Classification and Term. The Board of Directors shall be classified
in the manner provided in the Corporation's Articles of Incorporation.

         4.3 Number of Directors. The number of directors shall be determined in
the manner provided in the Corporation's Articles of Incorporation.

         4.4 Vacancies. All vacancies in the Board of Directors shall be filled
in the manner provided in the Corporation's Articles of Incorporation.

         4.5 Removal of Directors. Directors may be removed in the manner
provided in the Corporation's Articles of Incorporation.

         4.6 Regular Meetings. Regular meetings of the Board of Directors or any
committee thereof may be held without notice at the principal place of business
of the Corporation or at such other place or places, either within or without
the State of Montana, as the Board of Directors or such committee, as the case
may be, may from time to time designate. The annual meeting of the Board of
Directors may be held without notice immediately after the adjournment of the
annual meeting of shareholders.

         4.7 Special Meetings.

         (a) Special meetings of the Board of Directors may be called at any
time by the Chairman of the Board, the President or by a majority of the
authorized number of directors, to be held at the principal place of business of
the Corporation or at such other place or places as the Board of Directors or
the person or persons calling such meeting may from time to time designate.
Notice of all special meetings of the Board of Directors shall be given to each
director by two days' service of the same by telephone, facsimile, e-mail, mail
or in person. Such notice need not specify the business to be transacted at, or
the purpose of, the meeting.

         (b) Special meetings of any committee of the Board of Directors may be
called at any time by such person or persons and with such notice as shall be
specified for such committee by the Board of Directors, or in the absence of
such specification, in the manner and with the notice required for special
meetings of the Board of Directors.

         4.8 Waiver of Notice. Attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends
for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened. A waiver of notice signed by the
director or directors, whether before or after the time stated for the meeting,
shall be equivalent to the giving of notice.

         4.9 Quorum; Actions of the Board of Directors. Except as may be
otherwise specifically provided by law, the Articles of Incorporation or these
Bylaws, at all meetings of the Board of Directors, a majority of the entire
Board of Directors shall constitute a quorum for the transaction of business and
the act of a majority of the directors present at any meeting at which there is
a quorum shall be the act of the Board of Directors. If a quorum shall not be
present at any meeting of the

<PAGE>

Board of Directors, the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present.

         4.10 Action by Directors Without a Meeting. Any action required or
which may be taken at a meeting of the directors, or of a committee thereof, may
be taken without a meeting if a consent in writing, setting forth the action so
taken or to be taken, shall be signed by all of the directors, or all of the
members of the committee, as the case may be. Such consent shall have the same
effect as a unanimous vote.

         4.11 Action by Directors by Communications Equipment. Any action
required or which may be taken at a meeting of directors, or of a committee
thereof, may be taken by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time.

         4.12 Registering Dissent. A director who is present at a meeting of the
Board of Directors at which action on a corporate matter is taken shall be
presumed to have assented to such action unless his dissent shall be entered in
the minutes of the meeting, or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting, before the
adjournment thereof, or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.

         4.13 Executive and Other Committees. Standing or special committees may
be appointed from its own number by the Board of Directors from time to time and
the Board of Director may from time to time invest such committees with such
powers as it may see fit, subject to such conditions as may be prescribed by the
Board. An Executive Committee may be appointed by resolution passed by a
majority of the full Board of Directors. It shall have and exercise all of the
authority of the Board of Directors, except with respect to those matters
identified in Section 35-1-439(4) (or any successor thereto) of the MBCA. The
designation of any such committee, and the delegation of authority thereto,
shall not relieve the Board of Directors, or any member thereof, of any
responsibility imposed by law.

         4.14 Remuneration. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors and/or a stated salary
as director. Members of special or standing committees may be allowed like
compensation for attending committee meetings. No such payments shall preclude
any director from serving the Corporation in any other capacity and receiving
compensation therefor. The Board of Directors or a committee thereof may fix the
compensation for directors.

         4.15 Nominations of Directors. Subject to the rights of holders of any
class or series of stock having a preference over the common stock as to
dividends or upon liquidation, nominations for the elected of directors may be
made by the Board of Directors or committee appointed by the Board of Directors
or by any shareholder entitled to vote generally in an election of director.
However, any shareholder entitled to vote generally in an election of directors
may nominate one or more persons for election as directors at a meeting only if
written notice of such shareholder's intent to make such nomination or
nominations has been given, either by personal delivery or by United States
mail, postage prepaid to the Secretary of the Corporation not later than 120
days prior to the anniversary date of the mailing of proxy materials by the
Corporation in connection with the immediately preceding annual meeting. In no
event will the public announcement of an

<PAGE>

adjournment of a shareholders meeting commence a new time period for the giving
of a shareholder's notice as described above. Each such notice shall set forth:
(a) the name and address of the shareholder who intends to make the nomination
and of the person or persons to be nominated; (b) a representation that the
shareholder is a holder of record of stock of the Corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) a description of all
arrangements or understandings between the shareholder and each nominee and any
arrangements or understandings between the shareholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder; (d) such other
information regarding each nominee proposed by such shareholder as would be
required to be included in a proxy statement for elections of directors, or is
otherwise required, in each case pursuant to Regulation 14A (or any successor
thereto) under the 1934 Act; and (e) the consent of each nominee to serve as a
director of the Corporation if so elected. No person will be eligible for
election as a director of the Corporation unless nominated in accordance with
the procedures set forth in this Article IV, Section 4.15. Upon the receipt of a
shareholder nomination made in accordance with the procedures prescribed by
these Bylaws, such nomination shall be evaluated by the Corporation's
Governance/Nominating Committee (or any successor thereto) in accordance with
its evaluation procedures, in order to determine whether such nominee should be
included in the slate of persons recommended by the Board of Directors to the
Corporation's shareholders for election at the next annual meeting. The chairman
of the meeting may refuse to acknowledge the nomination of any person not made
in compliance with the foregoing procedures, and if the chairman so determines,
the defective nomination will be disregarded.

                               ARTICLE V. OFFICERS

         5.1 Designations. The officers of the Corporation shall be a Chairman
of the Board, a President, a Secretary and a Treasurer, as well as such Vice
Presidents, Assistant Secretaries and Assistant Treasurers as the Board may
designate, who shall be elected for one year by the directors at their first
meeting after the annual meeting of shareholders, and who shall hold office
until their successors are elected and qualified. Any two or more offices may be
held by the same person, except the offices of President and Secretary.

         5.2 Powers and Duties. The officers of the Corporation shall have such
authority and perform such duties as the Board of Directors may from time to
time authorize or determine. In the absence of action by the Board of Directors,
the officers shall have such powers and duties as generally pertain to their
respective offices.

         5.3 Delegation. In the case of absence or inability to act of any
officer of the Corporation and of any person herein authorized to act in his
place, the Board of Directors may from time to time delegate the powers or
duties of such officer to any other officer or any director or other person whom
it may select.

         5.4 Vacancies. Vacancies in any office arising from any cause may be
filled by the Board of Directors at any regular or special meeting of the Board.

         5.5 Other Officers. Directors may appoint such other officers and
agents as it may deem necessary or expedient, who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.

<PAGE>

         5.6 Term - Removal. The officers of the Corporation shall hold office
until their successors are chosen and qualified. Any officer or agent elected or
appointed by the Board of Directors may be removed at any time, with or without
cause, by the affirmative vote of a majority of the whole Board of Directors,
but such removal shall be without prejudice to the contact rights, if any, of
the person so removed.

         5.7 Bonds. The Board of Directors may, by resolution, require any and
all of the officers to give bonds to the Corporation, with sufficient surety or
sureties, conditions for the faithful performance of the duties of their
respective offices, and to comply with such other conditions as may from time to
time by required by the Board of Directors.

                 ARTICLE VI. INDEMNIFICATION, ETC. OF DIRECTORS,

                             OFFICERS AND EMPLOYEES

         6.1 Indemnification The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer or employee of the Corporation or any predecessor of the Corporation, or
is or was serving at the request of the Corporation or any predecessor of the
partnership, joint venture, trust or other enterprise, against expenses
(including attorney's fees), judgments, fines, excise taxes and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding to the fullest extent authorized by Sections
35-1-451 to 35-1-459 (or any successors thereto) of the MBCA, provided that the
Corporation shall not be liable for any amounts which may be due to connection
with a settlement of any action, suit or proceeding effected without its prior
written consent or any action suit or proceeding initiated by any person seeking
indemnification hereunder without its prior written consent.

         6.2 Advancement of Expenses. Reasonable expenses (including attorneys'
fees) incurred by a director, officer or employee of the Corporation in
defending any civil, criminal, administrative or investigative action, suit or
proceeding described in Article VI, Section 6.1 shall be paid by the Corporation
in advance of the final disposition of such action, suit or proceeding as
authorized by the Board of Directors, subject to the requirements of Section
35-1-454 (or any successor thereto) of the MBCA.

         6.3 Other Rights and Remedies. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article VI shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the Corporation's Articles of
Incorporation, any agreement, vote of shareholders or disinterested directors or
otherwise, both as to actions in their official capacity and as to actions in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer or employee and shall inure to the
benefit of the heirs, executors and administrators of such person; provided,
however, that any such indemnification right is valid only to the extent that it
is consistent with Sections 35-1-451 through 35-1-459 (or any successors
thereto) of the MBCA.

         6.4 Insurance. Upon resolution passed by the Board, the Corporation may
purchase and maintain insurance on behalf of any person who is or was a
director, officer or employee of the Corporation, or is or was serving at the
request of the Corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability

<PAGE>

asserted against him or incurred by him in any such capacity or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of its Articles of
Incorporation or this Article VI.

         6.5 Modification. The duties of the Corporation to indemnify and to
advance expenses to a director, officer or employee provided in this Article VI
shall be in the nature of a contract between the Corporation and each such
person, and no amendment or repeal of any provision of this Article VI shall
alter, to the detriment of such person, the right of such person to the advance
of expenses or indemnification related to a claim based on an act or failure to
act which took place prior to such amendment or repeal.

                ARTICLE VII. DIVIDENDS; FINANCE; AND FISCAL YEAR

         7.1 Dividends. Subject to the applicable provisions of the MBCA,
dividends upon the capital stock of the Corporation may be declared by the Board
of Directors at any regular or special meeting, and may be paid in cash, in
property or in shares of the capital stock of the Corporation. Before payment of
any dividend, there may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the Board of Directors from time to
time, in its absolute discretion, may deem proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the Corporation, or for any other proper purpose, and the Board
of Directors may modify or abolish any such reserve.

         7.2 Disbursements. All checks or demand for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

         7.3 Depositories. The monies of the Corporation shall be deposited in
the name of the Corporation in such bank or banks or trust company or trust
companies as the Board of Directors shall designate, and shall be drawn out only
by check or other order for payment of money signed by such persons and in such
manner as may be determined by resolution of the Board of Directors.

         7.4 Fiscal Year. The fiscal year of the Corporation shall end on the
31st day of December of each year.

                              ARTICLE VIII. NOTICES

         Except as may otherwise be required by law, any notice to any
shareholder or director may be delivered personally or by mail. If mailed, the
notice shall be deemed to have been delivered when deposited in the United State
mail, addressed to the addressee at his last known address in the records of the
Corporation, with postage thereon prepaid.

                                ARTICLE IX. SEAL

         The corporate seal of the Corporation shall be in such form and bear
such inscription as may be adopted by resolution of the Board of Directors, or
by usage of the officers on behalf of the Corporation.

                          ARTICLE X. BOOKS AND RECORDS

<PAGE>

         The Corporation shall keep correct and complete books and records of
account and shall keep minutes and proceedings of its shareholders and Board of
Directors (including committees thereof); and it shall keep at its registered
office or principal place of business, or at the office of its transfer agent or
registrar, a record of its shareholders, giving the names and addresses of all
shareholders and the number and class of the shares held by each. Any books,
records and minutes may be in written form or any other form capable of being
converted into written form within a reasonable time.

                             ARTICLE XI. AMENDMENTS

         11.1 Amendments. These Bylaws may be altered, amended or repealed by
the affirmative vote of a majority of the Board of Directors or by the
affirmative vote of the holders of a majority of the votes cast by shareholders
of the Corporation at an annual or special meeting of the shareholders.

         11.2 Emergency Bylaws. The Board of Directors may adopt emergency
Bylaws, subject to repeal or change or by action of the shareholders, which
shall be operative during any emergency in the conduct of the business of the
Corporation resulting from an attack on the United States or any nuclear or
atomic disaster.

                          ARTICLE XII. USE OF PRONOUNS

         Use of the masculine gender in these Bylaws shall be considered to
represent either masculine or feminine gender whenever appropriate.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>5
<FILENAME>v00993exv31w1.txt
<DESCRIPTION>EXHIBIT 31.1
<TEXT>
<PAGE>

                                                                    EXHIBIT 31.1

                                 CERTIFICATIONS

I, Michael J. Blodnick, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Glacier Bancorp,
      Inc;

2.    Based on my knowledge, this report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
      and have:

      (a)   Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others within those entities, particularly during the
            period in which this report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this report our conclusions about
            the effectiveness of the disclosure controls and procedures, as of
            the end of the period covered by this report based on such
            evaluation; and

      (c)   Disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the
            registrant's most recent fiscal quarter (the registrant's fourth
            fiscal quarter in the case of an annual report) that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation of internal control over financial reporting,
      to the registrant's auditors and the audit committee of the registrant's
      board of directors:

      (a)   All significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect the registrant's ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal control over financial reporting.

August 5, 2004

                                        /s/ Michael J. Blodnick
                                        -----------------------
                                        Michael J. Blodnick
                                        President/CEO


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>6
<FILENAME>v00993exv31w2.txt
<DESCRIPTION>EXHIBIT 31.2
<TEXT>
<PAGE>

                                                                    EXHIBIT 31.2

                                 CERTIFICATIONS

I, James H. Strosahl, certify that:

  1.  I have reviewed this quarterly report on Form 10-Q of Glacier Bancorp, Inc

  2.  Based on my knowledge, this report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;

  3.  Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

  4.  The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
      and have:

      (a)   Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others within those entities, particularly during the
            period in which this report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this report our conclusions about
            the effectiveness of the disclosure controls and procedures, as of
            the end of the period covered by this report based on such
            evaluation; and

      (c)   Disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the
            registrant's most recent fiscal quarter (the registrant's fourth
            fiscal quarter in the case of an annual report) that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting; and

  5.  The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation of internal control over financial reporting,
      to the registrant's auditors and the audit committee of the registrant's
      board of directors:

      (a)   All significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect the registrant's ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal control over financial reporting.

August 5, 2004

                                        /s/ James H. Strosahl
                                        ---------------------
                                        James H. Strosahl
                                        Executive Vice President/CFO


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>7
<FILENAME>v00993exv32.txt
<DESCRIPTION>EXHIBIT 32
<TEXT>
<PAGE>

                                                                      EXHIBIT 32

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Glacier Bancorp, Inc. (the "Company")
on form 10-Q for the period ended June 30, 2004, as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), we, Michael J.
Blodnick, President and Chief Executive Officer, and James H. Strosahl,
Executive Vice President and Chief Financial Officer, of Glacier Bancorp, Inc.,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:

      (1)   The Report fully complies with the requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or
            78o(d)); and

      (2)   The information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operations
            of the Company.

A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to the Company and will be retained
by the Company and furnished to the Securities and Exchange Commission or its
staff upon request.

August 5, 2004

                                         /s/ Michael J. Blodnick
                                         -----------------------
                                         Michael J. Blodnick
                                         President/CEO

                                         /s/ James H. Strosahl
                                         ---------------------
                                         James H. Strosahl
                                         Executive Vice President/CFO

</TEXT>
</DOCUMENT>
</SUBMISSION>
