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                                                                    EXHIBIT 99.3

                    REVOCABLE PROXY OF GLACIER BANCORP, INC.

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                         SPECIAL MEETING OF SHAREHOLDERS
                                  _______, 2001
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       The undersigned hereby appoints Michael J. Blodnick and James H. Strosahl
and each of them (with full power to act alone) as proxies, with full power of
substitution, and hereby authorizes them to represent and to vote, as designated
below, all the shares of common stock, $0.01 par value, of Glacier Bancorp, Inc.
held of record by the undersigned on _______, 2000, at the Special Meeting of
Shareholders to be held at The Outlaw Inn, 1701 Highway 93 South, Kalispell,
Montana, on ___________________, 2001, AT 9:00 A.M., local time, and at any and
all adjournments of such Meeting, as follows:

                                                                                  
1.      A proposal to approve the merger between Glacier              FOR      AGAINST     ABSTAIN
        Bancorp, Inc. and WesterFed Financial Corporation,            [ ]        [ ]         [ ]
        pursuant to the Amended and Restated Plan and
        Agreement of Merger dated as of September 20, 2000.

2.      Whatever other business may properly be brought
        before the Special Meeting or any adjournment.





       THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ABOVE PROPOSAL.

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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSITION STATED. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY
IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO
OTHER BUSINESS TO BE PRESENTED AT THE MEETING. HOWEVER, IF ANY OTHER MATTERS ARE
PROPERLY PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH
THE RECOMMENDATIONS OF MANAGEMENT.
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                THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

       Should the undersigned be present and elect to vote at the Special
Meeting or at any adjournment thereof, and after notifying the Secretary of
Glacier Bancorp, Inc. at or prior to the Special Meeting of his or her decision
to terminate this proxy, then the power of said attorneys and proxies shall be
deemed terminated and of no further force and effect.

       The undersigned acknowledges receipt from Glacier Bancorp, Inc., prior to
the execution of this proxy of Notice of the Special Meeting and the
Prospectus/Joint Proxy Statement dated _______, 2001.


                             (Sign on reverse side)



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                             NAME OF SHAREHOLDER(S)
                      (As it appears on Stock Certificate)




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  SIGNATURE OF SHAREHOLDER                           SIGNATURE OF SHAREHOLDER


                        Dated: ___________________, 2001



                                    * * * * *


       Please sign exactly as your name appears on this proxy card. When signing
       as attorney, executor, administrator, trustee or guardian, please give
       your full title. If shares are held jointly, each holder must sign.



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         PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
                       ENCLOSED, POSTAGE-PREPAID ENVELOPE.
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