EXHIBIT 99.(d)(4)






                            TRI-COUNTY BANCORP, INC.

                           Offer to Purchase for Cash
                    Up to 313,000 Shares of its Common Stock
                         at a Purchase Price Not Greater
                   than $14.00 Nor Less than $11.00 Per Share

To Our Clients:

          Enclosed  for your  consideration  are the  Offer to  Purchase,  dated
October  23,  1998  and  the  related  Letter  of  Transmittal  (which  together
constitute  the "Offer") in  connection  with the Offer by  Tri-County  Bancorp,
Inc., a Wyoming corporation (the "Company"), to purchase up to 313,000 shares of
its common stock, par value $0.10 per share (the 'shares"), at prices net to the
seller in cash,  not  greater  than  $14.00  nor less  than  $11.00  per  Share,
specified by tendering stockholders,  on the terms and subject to the conditions
of the Offer.

          The Company will,  upon the terms and subject to the conditions of the
Offer, determine a single per Share price (not greater than $14.00 nor less than
$11.00 per Share) that it will pay for Shares validly tendered and not withdrawn
pursuant to the Offer (the "Purchase Price"),  taking into account the number of
Shares so tendered  and the prices  specified  by  tendering  stockholders.  The
Company  will select the lowest  Purchase  Price which will allow it to purchase
313,000 Shares (or such lesser number of Shares as are validly  tendered and not
withdrawn  at prices not  greater  than  $14.00 nor less than  $11.00 per Share)
pursuant  to the  Offer,  or such  greater  number as the  Company  may elect to
purchase.  All Shares  validly  tendered and not withdrawn at prices at or below
the Purchase Price will be purchased at the Purchase Price, net to the seller in
cash,  upon the terms and subject to the conditions of the Offer,  including the
proration  terms  thereof.  The Company will return all other Shares,  including
Shares  tendered  at prices  greater  than the  Purchase  Price and  Shares  not
purchased because of proration.  See "The Offer -- Number of Shares;  Proration"
in the Offer to Purchase.

          If,  prior  to  the  Expiration  Date  (as  defined  in the  Offer  to
Purchase), more than 313,000 Shares are validly tendered and not withdrawn at or
below the Purchase  Price,  the Company will,  upon the terms and subject to the
conditions of the Offer,  accept Shares for purchase  first from Odd Lot Holders
(as defined in the Offer to  Purchase)  who validly  tender and do not  withdraw
their  Shares at or below the  Purchase  Price and then on a pro rata basis from
all other stockholders whose Shares are validly tendered and not withdrawn at or
below the Purchase Price.
See "The Offer -- Number of Shares; Proration" in the Offer to Purchase.

          We are the holder of record of Shares held for your account.  As such,
we are the only ones who can tender your Shares,  and then only pursuant to your
instructions.  We are sending you the Letter of Transmittal for your information
only;  you  cannot  use it to  tender  Shares we hold for your  account.  Please
instruct us as to whether you wish us to tender any or all of the Shares we hold
for your account on the terms and subject to the conditions of the Offer.

We call your attention to the following:

          1. You may tender  Shares at prices,  net to you in cash,  not greater
than  $14.00 nor less than  $11.00  per  Share,  as  indicated  in the  attached
instruction form.

          2. The Offer is  conditioned  upon,  among other  things,  the Company
obtaining  the funds  necessary to  consummate  the Offer and to pay all related
fees and  expenses.  The Offer is not  conditioned  upon any  minimum  number of
Shares being tendered.

          3. The Offer,  proration  period and withdrawal  rights will expire at
5:00 p.m.,  Wyoming  time,  on Monday,  November  19,  1998,  unless the Company
extends the Offer.

          4. The Offer is for 313,000 Shares constituting approximately 26.8% of
the Shares outstanding as of October 15, 1998.







          5. Assuming 313,000 Shares are purchased pursuant to the Offer and the
sale of Shares to the  newly-formed  Trust (as defined in the Offer to Purchase)
immediately after the Expiration Date,  executive officers,  directors,  and the
ESOP (as defined in the Offer to Purchase), in the aggregate, assuming no Shares
are  tendered  by  executive  officers  or  directors  of the Company or by ESOP
participants, will own approximately 49.98% of the outstanding Shares. The Board
of  Directors  of the  Company,  based on,  among other  things,  the  unanimous
recommendation  of a Special  Committee of non-employee  directors of the Board,
has unanimously approved the Offer.  However,  neither the Company nor its Board
of Directors makes any recommendation to any stockholder as to whether to tender
or refrain from tendering their Shares.  Each stockholder must make the decision
whether  to tender  Shares,  and if so, how many  Shares  and at which  price or
prices.

          6. Tendering  stockholders  will not be obligated to pay any brokerage
commissions,  solicitation  fees or,  subject to  Instruction 7 of the Letter of
Transmittal,  stock transfer taxes on the Company's  purchase of Shares pursuant
to the Offer.

          7. If you owned  beneficially  as of the close of  business on October
15, 1998 and will  continue to own  beneficially  as of the  Expiration  Date an
aggregate  of fewer than 100 Shares and you instruct us to tender on your behalf
all such Shares at or below the Purchase  Price before the  Expiration  Date and
check  the box  captioned  "Odd  Lots" in the  attached  instruction  form,  the
Company,  upon the terms and subject to the conditions of the Offer, will accept
all such Shares for purchase before proration,  if any, of the purchase of other
Shares tendered and not withdrawn at or below the Purchase Price.

          8. If you wish to tender  portions of your Share holdings at different
prices, you must complete separate instructions for each price at which you wish
to tender each such portion of your Shares.  We must submit separate  Letters of
Transmittal  on your  behalf for each  price you will  accept.  The same  Shares
cannot be tendered at different  prices unless such tendered  Shares are validly
withdrawn and retendered.

          If you wish to have us  tender  any or all of your  Shares,  please so
instruct  us  by  completing,   executing  and  returning  to  us  the  attached
instruction form. An envelope to return your instructions to us is enclosed.  If
you  authorize us to tender your Shares,  we will tender all such Shares  unless
you specify otherwise on the attached instruction form.

          Your  Instruction  Form  should be  forwarded  to us in ample  time to
permit us to submit a tender on your behalf on or before the  expiration  of the
Offer. The Offer,  proration  period and withdrawal  rights expire at 5:00 p.m.,
Wyoming time,  on Thursday,  November 19, 1998,  unless the Company  extends the
Offer.

          As  described  in "The  Offer -- Number of Shares;  Proration"  in the
Offer to Purchase,  if before the Expiration Date a greater number of Shares are
validly  tendered  and not  withdrawn  at or below the  Purchase  Price than the
Company will accept for purchase, the Company will accept Shares for purchase at
the Purchase Price in the following order of priority:

          (a) first,  all Shares validly  tendered and not withdrawn at or below
the Purchase Price before the Expiration Date by any Odd Lot Holder who:

          (1) tenders all Shares beneficially owned by such Odd Lot Holder at or
below the Purchase Price (partial tenders will not qualify for this preference);
and

          (2)  completes  the  box  captioned   "Odd  Lots"  on  the  Letter  of
Transmittal and, if applicable, on the Notice of Guaranteed Delivery; and

          (b) then,  after  purchase of all of the foregoing  Shares,  all other
Shares validly  tendered and not withdrawn at or below the Purchase Price before
the Expiration Date on a pro rata basis (with  adjustments to avoid purchases of
fractional Shares), as provided in the Offer to Purchase.

          The  Company is not  making  the Offer to, nor will it accept  tenders
from or on behalf of, owners of Shares in any jurisdiction in which the Offer or
its  acceptance  would  violate the  securities,  blue sky or other laws of such
jurisdiction.






                                Instruction Form
                         With Respect to the TRI-COUNTY
                                  BANCORP, INC.
                           Offer to Purchase for Cash
                    Up to 313,000 Shares of Its Common Stock
                    at a Purchase Price Per Share Not Greater
                   than $14.00 Nor Less than $11.00 Per Share

          The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to  Purchase,  dated  October 23, 1998 and related  Letter of  Transmittal
(which  together  constitute  the  "Offer"),  in  connection  with the  Offer by
Tri-County Bancorp, Inc., a Wyoming corporation (the "Company"),  to purchase up
to 313,000 shares of its common stock, par value $0.10 per share (the 'shares"),
at prices,  net to the Seller in cash,  not  greater  than  $14.00 nor less than
$11.00  per  Share,  specified  by  tendering  stockholders,  upon the terms and
subject to the conditions of the Offer.

          The undersigned acknowledges that the Company will, upon the terms and
subject to the conditions of the Offer,  determine a single per Share price (not
greater  than $14.00 nor less than $11.00 per Share) that it will pay for Shares
validly tendered and not withdrawn pursuant to the Offer (the "Purchase Price"),
taking into account the number of Shares so tendered and the prices specified by
tendering stockholders.  The Company will select the lowest Purchase Price which
will allow it to purchase 313,000 Shares (or such lesser number of Shares as are
validly  tendered  and not  withdrawn at prices not greater than $14.00 nor less
than $11.00 per Share)  pursuant  to the Offer,  or such  greater  number as the
Company may elect to purchase.  All Shares validly tendered and not withdrawn at
prices at or below the Purchase  Price will be purchased at the Purchase  Price,
net to the seller in cash,  upon the terms and subject to the  conditions of the
Offer,  including the proration terms thereof. The Company will return all other
Shares. See "The Offer -- Number of Shares; Proration" in the Offer to Purchase.

          The  undersigned  hereby  instruct(s) you to tender to the Company the
number of Shares  indicated below or, if no number is indicated,  all Shares you
hold for the account of the undersigned, at the price per Share indicated below,
pursuant to the terms and subject to the  conditions  of the Offer.  The Company
will return Shares tendered at prices greater than the Purchase Price and Shares
not purchased because of proration.

         Aggregate number of Shares to be tendered by you for the account of the
undersigned:*

                            __________________ Shares

* Unless  otherwise  indicated,  all of the Shares  held for the  account of the
undersigned will be tendered.

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                                    ODD LOTS
|_|      By checking this box, the  undersigned  represents that the undersigned
         owned  beneficially as of the close of business on October 15, 1998 and
         will  continue  to  own  beneficially  as of  the  Expiration  Date  an
         aggregate  of fewer than 100 Shares  and is  instructing  the holder to
         tender all such Shares.

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                         PRICE (IN DOLLARS) PER SHARE AT
                         WHICH SHARES ARE BEING TENDERED
- --------------------------------------------------------------------------------
                      IF SHARES ARE BEING TENDERED AT MORE
                         THAN ONE PRICE, USE A SEPARATE
                 LETTER OF TRANSMITTAL FOR EACH PRICE SPECIFIED
- --------------------------------------------------------------------------------
                               CHECK ONLY ONE BOX.
                     IF MORE THAN ONE BOX IS CHECKED, OR IF
          NOBOX IS CHECKED (EXCEPT AS OTHERWISE PROVIDED HEREIN, THERE
                          IS NO VALID TENDER OF SHARES.
- --------------------------------------------------------------------------------
|_|                     $11.00   |_|           $12.50   |_|            $14.00
- --------------------------------------------------------------------------------
|_|                     $11.50   |_|           $13.00
- --------------------------------------------------------------------------------
|_|                     $12.00   |_|           $13.50
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                                  SIGNATURE BOX

Signature(s)____________________________________________________________________

Dated____________________________________________________________________, 1998

Name(s) and
Address(es)____________________________________________________________________
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                                  (Please Print)

Area Code and Telephone
Number_____________________________________________________________________

Taxpayer Indentification or
Social Security
Number______________________________________________________________________

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