As filed with the Securities and Exchange Commission on December 3, 2004

Registration No. 333-40071

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

DELAWARE
(State of other jurisdiction of incorporation or organization)

6022
(Primary Standard Industrial Classification Code Number)

46-0391436
(I.R.S. Employer Identification No.)

520 MAIN AVENUE
FARGO, NORTH DAKOTA 58124-0001
(Address of Principle Executive Offices and Zip Code)

KEVIN F. AMES
Executive Vice President and Chief Financial Officer
1450 Treat Boulevard
Walnut Creek, California 94597
(808) 525-7000
(Name, address and telephone number, including area code, of agent for service)

Copy to:
Rodney R. Peck
Pillsbury Winthrop LLP
50 Fremont Street
San Francisco, California 94105

TABLE OF CONTENTS

TERMINATION OF REGISTRATION

     This Post-Effective Amendment relates to the Registration Statement on Form S-4, Registration Statement No. 333-40071 filed on November 12, 1997, as it pertains to the Common Stock of Community First Bankshares, Inc. for use in acquisition transactions.

     The undersigned Registrant hereby removes and withdraws from registration all securities of Community First Bankshares, Inc. registered pursuant to this Registration Statement which remain unsold.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the Registrant has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Walnut Creek, State of California, on December 2, 2004.

COMMUNITY FIRST BANKSHARES, INC.
By:	/s/ Kevin F. Ames
	Kevin F. Ames, Executive Vice President
	and Chief Financial Officer