_


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             _______________________

                                    FORM 8-K


                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                             _______________________


       Date of Report (Date of earliest event reported) September 14, 2004

                                  BNCCORP, Inc.
             (Exact name of registrant as specified in its charter)


        Delaware                       0-26290                 45-0402816
(State of incorporation)       (Commission File Number)       (IRS Employer
                                                            Identification No.)


 322 East Main, Bismarck, North Dakota                            58501
(Address of principal executive offices)                       (Zip Code)


                                 (701) 250-3040
              (Registrant's telephone number, including area code)




Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:

[  ] Written  communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[  ] Soliciting  material  pursuant  to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[  ] Pre-commencement  communications   pursuant  to  Rule  14d-2(b)  under the
     Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under the
     Exchange Act (17 CFR 240.13e-4(c))


















Item 3.02 Unregistered Sales of Equity Securities.

     On September 14, 2004,  BNCCORP,  Inc. (the "Company") issued 150 shares of
its  noncumulative  preferred  stock,  $0.01  par value  per  share,  to a trust
controlled by Richard W. Milne,  Jr. for aggregate  consideration  of $1,500,000
cash.  The shares of preferred  stock were issued in reliance on the  exemptions
from registration provided under Sections 4(2) and 4(6) of the Securities Act of
1933, as amended, and Regulation D promulgated thereunder. Mr. Milne is Chairman
of the Board and is also  serving as  President  of the  Company's  wholly-owned
insurance subsidiary, Milne Scali & Company, Inc.

Item 7.01 Regulation FD Disclosure.

     The disclosures  included in Item 3.02 are incorporated into this Item 7.01
by reference.








                                    SIGNATURE


     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.


                                    BNCCORP, INC.



                                    By: /s/ Gregory K. Cleveland
                                        ----------------------------------------
                                            Gregory K. Cleveland
                                            President

Date: September 15, 2004