As filed with the Securities and Exchange Commission on April 22, 1999.
Registration No. 333
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933

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FIRST INTERSTATE BANCSYSTEM, INC.
(Exact Name of Registrant as Specified in its Charter)

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Montana 81-0331430
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) Number)

401 North 31st Street
Billings, Montana 59101
(Address of Principal Executive Offices) (Zip Code)

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SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF FIRST INTERSTATE BANCSYSTEM,
INC., AS AMENDED,
FIRST INTERSTATE BANCSYSTEM, INC. STOCK OPTION AND STOCK APPRECIATION RIGHTS
PLAN, AS AMENDED, AND
FIRST INTERSTATE BANCSYSTEM, INC. EMPLOYEE STOCK PURCHASE PLAN

(Full Titles of the Plans)
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Terrill R. Moore

Senior Vice President and Chief Financial Officer
FIRST INTERSTATE BANCSYSTEM, INC.
401 North 31st Street
Billings, Montana 59101
(Name and Address of Agent for Service)

(406) 255-5300
(Telephone Number, Including Area Code, of Agent for Service)

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With Copy to:

Holland & Hart LLP
555 Seventeenth Street, Suite 3200
Denver, CO 80202
(303) 295-8000
Attention: Mark D. Ebel, Esq.

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CALCULATION OF REGISTRATION FEE

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Proposed Proposed
Maximum Maximum
Amount to Offering Aggregate Amount of
Title of Each Class of Securities be Price Per Offering Registration
to be Registered(1) Registered(2) Share(3) Price Fee(4)
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Common Stock,
no par value . . . . . . . . 500,000 $37.00 $18,500,000 $5,457.50
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TOTAL . . . . . . . . . . . . . . . 500,000 $37.00 $18,500,000 $5,457.50
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
(the "Securities Act"), this Registration Statement shall also cover any
additional shares of the Registrant's Common Stock, no par value, which are
issued or become issuable under the First Interstate BancSystem, Inc. Stock
Option and Stock Appreciation Rights Plan, as amended, the Savings and Profit
Sharing Plan for Employees of First Interstate BancSystem, Inc., as amended,
and the First Interstate BancSystem, Inc. Employee Stock Purchase Plan
(collectively, the "Plans") to prevent dilution resulting from any stock
dividend, stock split, recapitalization or other similar transaction.

(2) In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Savings and Profit Sharing Plan for Employees
of First Interstate BancSystem, Inc., as amended, described herein.

(3) Calculated in accordance with Rule 457(h) under the Securities Act,
based upon the latest appraised minority value of $37.00 per share of Common
Stock.

(4) An aggregate of 55,038 shares are being carried forward from those
previously registered by the Registration Statement on Form S-8 (File No.
333-53011). A registration fee of $446.58 was previously paid with respect
to the shares being carried forward from that filing. The previously
registered shares being carried forward together with the shares being
registered hereby represent the estimated number of total shares intended for
future issuance pursuant to the Plans.

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Pursuant to Rule 429 under the Securities Act, the document containing
the information required by Part I of this Registration Statement on Form S-8
also relates to the Registrant's shares of Common Stock previously registered
on Registration Statement on Form S-8 (File No. 333-53011).

PART I

This Registration Statement relates to the registration of 500,000
additional shares of Common Stock, no par value per share, of First
Interstate BancSystem, Inc. (the "Registrant") reserved for issuance and
delivery under the First Interstate BancSystem, Inc. Stock Option and Stock
Appreciation Rights Plan, as amended, the Savings and Profit Sharing Plan for
Employees of First Interstate BancSystem, Inc., as amended, and the First
Interstate BancSystem, Inc. Employee Stock Purchase Plan (collectively, the
"Plans").

The increase in the number of shares authorized to be issued under the
Plans was approved by the Registrant's Board of Directors on March 18, 1999.
Pursuant to a Form S-8 Registration Statement filed by the Registrant on May
19, 1998, the Registrant has previously registered 500,000 shares of Common
Stock, of which 56,338 shares remain available for issuance under the Plans.
The contents of that Form S-8 Registration Statement (File No. 333-53011) are
incorporated herein by reference pursuant to General Instruction E to Form
S-8.

Item 1. PLAN INFORMATION.

Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The information required by Items 1 and 2 of Part I of Form S-8 will be
given to employees participating in the Plans and are not required to be
filed as a part of this Registration Statement or as an Exhibit.

PART II

Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

The following documents filed by the Registrant and the Savings and
Profit Sharing Plan for Employees of First Interstate BancSystem, Inc., as
amended (the "Savings Plan") with the Securities and Exchange Commission are
hereby incorporated by reference in this Registration Statement:

(a) The Registrant's latest Annual Report, filed pursuant to Section
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on Form 10-K, for the fiscal year ended December 31, 1998.

(b) The Savings Plan's latest Annual Report, filed pursuant to Section
15(d) of the Exchange Act, on Form 11-K, for the fiscal year ended December
31, 1997.

(c) All documents filed subsequent hereto by the Registrant and the
Savings Plan, pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities
then remaining unsold.

The consolidated financial statements of the Registrant as of December
31, 1998 and 1997, and for each of the years in the three-year period ended
December 31, 1998,

that are included in the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998, incorporated by reference in this Registration
Statement, and the statements of net assets available for benefits of the
Savings Plan as of December 31, 1997 and 1996 and the related Statement of
changes in net assets available for benefits for the year ended December 31,
1997, that are included in the Savings Plan's Annual Report on Form 11-K for
the year ended December 31, 1997, incorporated by reference in this
Registration Statement, have been audited by KPMG LLP, independent certified
public accountants, as stated in their reports, which are incorporated herein
by reference. Such financial statements are incorporated herein in reliance
upon the reports of KPMG LLP, incorporated by reference herein, pertaining to
such financial statements and upon the authority of such firm as experts in
accounting and auditing.

Item 4. DESCRIPTION OF SECURITIES.

The authorized capital stock of the Registrant consists of 20,000,000
shares of common stock without par value (the "Common Stock"), of which
7,960,622 shares were outstanding as of April 6, 1999, and 100,000 shares of
preferred stock without par value, none of which were outstanding as of April
6, 1999.

COMMON STOCK

Each share of the Common Stock is entitled to one vote in the election
of directors and in all other matters submitted to a vote of shareholders.
Accordingly, holders of a majority of the shares of Common Stock entitled to
vote in any election of directors may elect all of the directors standing for
election if they choose to do so, subject to the rights of the holders of the
preferred stock. Voting for directors is noncumulative.

Subject to the preferential rights of any preferred stock that may at
the time be outstanding, each share of Common Stock has an equal and ratable
right to receive dividends when, if and as declared by the Board of Directors
out of assets legally available therefor. In the event of a liquidation,
dissolution or winding up of the Registrant, the holders of Common Stock will
be entitled to share equally and ratably in the assets available for
distribution after payments to creditors and to the holders of any preferred
stock that may at the time be outstanding. Holders of Common Stock have no
conversion rights or preemptive or other rights to subscribe for any
additional shares of Common Stock or for other securities. All outstanding
Common Stock is fully paid and non-assessable.

The Common Stock of the Registrant is not actively traded, and there is
no established trading market for the stock. There is only one class of
Common Stock, with approximately 92% of the shares subject to contractual
transfer restrictions set forth in shareholder agreements (as described
below) and approximately 8% held by 15 shareholders without such
restrictions. The Registrant has the right of first refusal to purchase the
restricted stock at the minority appraised value per share based on the most
recent quarterly appraisal available to the Registrant. All stock not
subject to such restrictions may be sold at a price per share that is
acceptable to the shareholder.

The appraised minority value of the Common Stock represents the
estimated fair market valuation of a minority block of such stock, taking
into account adjustments for the lack of marketability of the stock and other
factors. This value does not represent an actual trading price between a
willing buyer and seller of the Common Stock in an

informed, arm's-length transaction. As such, the appraised minority value is
only an estimate as of a specific date, and there can be no assurance that
such appraisal is an indication of the actual value holders of the Common
Stock may realize with respect to shares held by them. Moreover, the
estimated fair market value of the Common Stock may be materially different
at any date other than the valuation dates indicated above.

Resale of the Common Stock may be restricted pursuant to the Securities
Act of 1933, as amended (the "Securities Act"), and applicable state
securities laws. In addition, most shares of the Common Stock are subject to
one of three shareholders' agreements. Members of the Scott family, as
majority shareholders of the Registrant, are subject to a shareholder's
agreement ("Scott Agreement"). The Scott family, under the Scott Agreement,
has agreed to limit the transfer of shares owned by members of the Scott
family to family members or charities, or with the Registrant's approval, to
the Registrant's officers, directors, advisory directors, or to the Savings
Plan.

Shareholders of the Registrant who are not Scott family members, with
the exception of 15 shareholders who own an aggregate of approximately
613,000 shares of unrestricted stock, are subject to a different form of
shareholder's agreement ("Shareholder's Agreement"). The Shareholder's
Agreement grants the Registrant the option to purchase Common Stock in any of
the following events: 1) the shareholder's intention to sell the stock, 2)
the shareholder's death, 3) transfer of the stock by operation of law, 4)
termination of the shareholder's status as a director, officer or employee of
the Registrant, and 5) total disability of the shareholder. Stock subject to
the Shareholder's Agreement may not be sold or transferred by the shareholder
(except to a charity) without triggering the Registrant's option to acquire
the stock in accordance with the terms of the Shareholder's Agreement. In
addition, the Shareholder's Agreement allows the Registrant to repurchase any
of the Common Stock acquired by the shareholder after January 1, 1994 if the
Registrant determines that the number of shares owned by the shareholder is
excessive in view of a number of factors including but not limited to (a) the
relative contribution of the shareholder to the economic performance of the
Registrant, (b) the effort being put forth by the shareholder, and (c) the
level of responsibility of the shareholder.

Charities that receive gifts of Common Stock from existing shareholders
are asked to sign a Charity Shareholder's Agreement, which gives the
Registrant the right to repurchase the stock in any of the following events:
1) the charity's intention to sell the stock, 2) transfer of the stock by
operation of law, and 3) at any other time as determined by the Registrant.

Common Stock purchased pursuant to the Savings Plan is not restricted by
the Shareholder's Agreement, due to requirements of ERISA and the Internal
Revenue Code. However, since the Savings Plan does not allow distributions
"in kind," any distributions from an employee's account in the Savings Plan
will allow, and may require, the Savings Plan trustee to sell the Common
Stock. While the Registrant has no obligation to repurchase the Common Stock,
it is possible that the Registrant will repurchase the Common Stock sold out
of the Savings Plan. Any such repurchases would be upon terms set by the
Savings Plan trustee and accepted by the Registrant.

The Savings Plan, which owns shares of Common Stock, is administered by
the Trust Department of First Interstate Bank in Montana ("FIB Montana") a
subsidiary of the Registrant, which votes the shares based on the
instructions of each participant therein. In the event such participant does
not provide the Savings Plan Trustee with instructions, such Trustee will
vote those shares in accordance with voting instructions received from a
majority of the participants in the Savings Plan.

DIVIDENDS

It is the policy of the Registrant to pay a dividend to all holders of
the Common Stock on a quarterly basis. Dividends are declared and paid in
the month following the calendar quarter and the amount has historically been
determined based upon a percentage of net income for the calendar quarter
immediately preceding the dividend payment date. Effective with the dividend
for the fourth quarter of 1995 paid in January 1996, the dividend has been
30% of quarterly net income. The Board of Directors of the Registrant has no
current intention to change its dividend policy, but no assurance can be
given that the Board may not, in the future, change or eliminate the payment
of dividends.

DIVIDEND RESTRICTIONS

The holders of Common Stock will be entitled to dividends when, as and
if declared by the Registrant's Board of Directors out of funds legally
available therefor. As a holding company, the Registrant is a corporation
separate and apart from its bank subsidiaries, FIB Montana and First
Interstate Bank in Wyoming (together, the "Banks"). The Registrant's ability
to pay dividends to its shareholders is dependent upon the cash dividends and
interest payments received by the Registrant from the Banks. Dividend and
interest payments from the Banks are subject to federal and state banking
limitations, generally based on current and retained earnings, imposed by the
various federal and state regulatory agencies with authority over the
respective Banks. Payment of dividends by the Banks is also subject to each
respective Bank's profitability, financial condition, capital expenditures
and cash flow requirements. Payment of dividends and interest may also be
restricted by applicable banking regulations if such dividends or interest
would impair the capital of the respective Banks or constitute an "unsafe or
unsound" practice. In addition, there are restrictions and financial
covenants in the Registrant's debt instruments which may prohibit the payment
of dividends from the Banks to the Registrant and from the Registrant to its
shareholders in certain circumstances.

PREFERRED STOCK

The authorized capital stock of the Registrant includes 100,000 shares
of preferred stock. The Registrant's Board of Directors is authorized,
without approval of the holders of the Common Stock, to provide for the
issuance of preferred stock from time to time in one or more series in such
number and with such designations, preferences, powers and other special
rights as may be stated in the resolution or resolutions providing for such
preferred stock. The Registrant's Board of Directors may cause the
Registrant to issue preferred stock with voting, conversion and other rights
that could adversely affect the holders of the Common Stock to make it more
difficult to effect a change in control of the Registrant.

In the event of any dissolution, liquidation or winding up of the
affairs of the Registrant, before any distribution or payment may be made to
the holders of the Common Stock, the holders of preferred stock would be
entitled to be paid in full with the respective amounts fixed by the
Registrant's Board of Directors in the resolution or resolutions authorizing
the issuance of such series, together with a sum equal to the accrued and
unpaid dividends thereon to the date fixed for such distribution or payment.
After payment in full of the amount which the holders of preferred stock are
entitled to receive, the remaining assets of the Registrant would be
distributed ratably to the holders of the Common Stock. If the assets
available are not sufficient to pay in full the amount so payable to the
holders of all outstanding preferred stock, the holders of all series of such
shares would share ratably in any distribution of assets in proportion to the
full amounts to which they would otherwise be respectively entitled. The
consolidation or merger of the Registrant into or with any other corporation
or corporations would not be deemed a liquidation, dissolution, or winding up
of the affairs of the Registrant.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Officers and directors of the Registrant are entitled to indemnification
under the Montana Business Corporation Act and pursuant to a Resolution of
the Board of Directors of the Registrant dated January 12, 1987. A summary
of the indemnification provision in such resolution follows:

Pursuant to a resolution of the Board of Directors dated January 12,
1987, and under the authority of Section 35-1-414 of the Montana Business
Corporation Act, the Registrant shall indemnify each director and officer of
the Registrant (including former officers and directors) and each agent of
the Registrant serving as a director or officer of a Bank, serving at the
specific direction or request of the Registrant (but only to the extent that
such director, officer or agent is not indemnified by the Bank or by
insurance provided by the Registrant) against judgments, penalties, fines,
settlements and reasonable expenses actually and reasonably paid by such
director, officer or agent by reason of the fact that he or she is or was a
director or officer of the Registrant or such Bank, to the extent provided by
and subject to the limitations of the Montana Business Corporation Act.

Officers and directors of the Registrant are also entitled to
indemnification under the Registrant's Bylaws, a copy of which is included as
an exhibit hereto.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

Item 8. EXHIBITS.

The Exhibits listed in the Exhibit Index below, hereby incorporated by
reference, are filed as a part of this Registration Statement.

The Registrant has submitted the Savings Plan, including all amendments
thereto, to the Internal Revenue Service ("IRS") and has made all changes, if
any, required by the IRS in order to qualify the Savings Plan under the
requirements of the Employee Retirement Income Security Act of 1974, as
amended.

Item 9. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act and each filing of the Savings Plan's annual report pursuant to
Section 15(d) of the Exchange Act that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

SIGNATURES

1. REGISTRANT

Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Billings, State of Montana, on April 20, 1999.

First Interstate BancSystem, Inc.

/s/ Thomas W. Scott
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Thomas W. Scott
President and Chief Executive Officer

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated on April 20, 1999:

Signature Title
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/s/ Homer A. Scott, Jr. Chairman of the Board
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Homer A. Scott, Jr.

/s/ Dan S. Scott Director
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Dan S. Scott

/s/ James R. Scott Vice Chairman of the Board
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James R. Scott

/s/ Randy Scott Director
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Randy Scott

/s/ John M. Heyneman Director
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John M. Heyneman

/s/ Joel Long Director
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Joel Long

/s/ James Haugh Director
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James Haugh

/s/ Thomas W. Scott Chief Executive Officer and Director
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Thomas W. Scott

/s/ Lyle R. Knight President, Chief Operating Officer and Director
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Lyle R. Knight

/s/ Terrill R. Moore Senior Vice President, Chief Financial Officer and Secretary Director
- ---------------------------- (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
Terrill R. Moore

2. SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF FIRST INTERSTATE
BANCSYSTEM, INC., AS AMENDED AND RESTATED

Pursuant to the requirements of the Securities Act of 1933, as amended,
the trustee has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Billings, State of Montana, on April 18, 1999.

Savings and Profit Sharing Plan for
Employees of First Interstate BancSystem,
Inc., as amended and restated

/s/ Richard C. Fellows
-----------------------------------------
By: Richard C. Fellows
Its: Trustee

FIRST INTERSTATE BANCSYSTEM, INC.

EXHIBIT INDEX

Regulation S-K
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Exhibit Document
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4.1(1) Restated Articles of Incorporation of the Registrant dated
February 27, 1986

4.2(2) Articles of Amendment to Restated Articles of Incorporation
of the Registrant dated September 19, 1996

4.3(2) Articles of Amendment to Restated Articles of Incorporation
of the Registrant dated September 19, 1996

4.4(3) Articles of Amendment to Restated Articles of Incorporation
of the Registrant dated October 7, 1997

4.5(4) Bylaws of the Registrant

4.6(5) Specimen of common stock certificate of First Interstate
BancSystem, Inc.

4.7(7) Form of Shareholder's Agreement for non-Scott family members

4.8(6) Savings and Profit Sharing Plan for Employees of the
Registrant, as amended December 31, 1994

4.9(4) Amendment to the Savings and Profit Sharing Plan for
Employees of the Registrant, adopted September 21, 1995

4.10(4) First Amendment to the Savings and Profit Sharing Plan for
Employees of the Registrant, dated December 20, 1995

4.11(4) Second Amendment to the Savings and Profit Sharing Plan for
Employees of the Registrant, dated July 18, 1996

4.12(4) Third Amendment to the Savings and Profit Sharing Plan for
Employees of the Registrant, dated September 19, 1996

4.13(4) Fourth Amendment to the Savings and Profit Sharing Plan for
Employees of the Registrant, dated January 16, 1997

4.14(3) Fifth Amendment to the Savings and Profit Sharing Plan for
Employees of the Registrant, dated September 18, 1997

4.15 Sixth Amendment to the Savings and Profit Sharing Plan for
Employees of the Registrant dated December 12, 1998.

4.16 Seventh Amendment to the Savings and Profit Sharing Plan for
Employees of the Registrant dated April 6, 1999.

4.17(1) Stock Option and Stock Appreciation Rights Plan of the
Registrant, as amended

4.18(7) Employee Stock Purchase Plan of the Registrant, dated May 1,
1998

4.19 Shareholder's Agreement with Scott family members dated
January 11, 1999.

4.20 Form of Charity Shareholder's Agreement with charitable
shareholders.

5 Opinion of Holland & Hart LLP, as to the legality of
securities being registered.

23.1 Consent of KPMG LLP, Independent Certified Public
Accountants.

23.2 Consent of Holland & Hart LLP (contained in Exhibit 5).

24 Power of Attorney (included on page 9 of this Registration
Statement).

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(1) Incorporated by reference to the Registrant's Registration Statement on
Form S-1, No. 33-84540.

(2) Incorporated by reference to the Registrant's Form 8-K dated October 1,
1996, filed with the Securities and Exchange Commission on October 15,
1996.

(3) Incorporated by reference to the Registrant's Registration Statement on
Form S-1, No. 333-37847, filed with the Securities and Exchange Commission
on October 14, 1997.

(4) Incorporated by reference to the Registrant's Registration Statement on
Form S-1, No. 333-25633 filed with the Securities and Exchange Commission
on April 22, 1997.

(5) Incorporated by reference to the Registrant's Registration Statement on
Form S-1, No. 333-3250.

(6) Incorporated by reference to the Post-Effective Amendment No. 2 to the
Registrant's Registration Statement on Form S-1, No. 33-84540.

(7) Incorporated by reference to the Registrant's Registration Statement on
Form S-8, No. 333-53011, filed with the Securities and Exchange Commission
on May 19, 1998.