1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[X]        Quarterly report pursuant to section 13 or 15(d) of the Securities
           Exchange Act of 1934

                  For the quarterly period ended June 30, 1997

[ ]        Transition report pursuant to section 13 or 15(d) of the Securities
           Exchange Act of 1934

           For the transition period from             to
                                          ------------  -------------   

COMMISSION FILE    0-18911
               ---------------

                              GLACIER BANCORP,INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         DELAWARE                                               81-0468393
- --------------------------------------------------------------------------------
(State or other jurisdiction                                      (IRS Employer)
of incorporation or organization)                           (Identification No.)

P.O. Box 27; 202 Main Street, Kalispell, Montana                     59903-0027
- --------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code               (406) 756-4200
- --------------------------------------------------------------------------------
              N/A
- ------------------------------------------------------
(Former name, former address, and former fiscal year, 
if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes  X  No
                                      -----  ------

The number of shares of Registrant's common stock outstanding on July 25, 1997,
was 6,812,017. No preferred shares are issued or outstanding.

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                              GLACIER BANCORP, INC.
                          QUARTERLY REPORT ON FORM 10-Q

                                   Index

                                                                            Page #
                                                                           
PART I.  FINANCIAL INFORMATION

         Item 1 - Financial Statements

                  Consolidated Statements of Financial Condition -
                  June 30, 1997, December 31, and June 30, 1996..................3

                  Consolidated Statements of Operations -
                  Three and six months ended June 30, 1997 and 1996..............4

                  Consolidated Statements of Cash Flows -
                  Six months ended June 30, 1997 and 1996........................5

                  Notes to Consolidated Financial Statements.....................6

         Item 2 - Management's Discussion and Analysis
                  of Financial Condition and Results of Operations .............11

PART II.  OTHER INFORMATION ....................................................15

SIGNATURES           ...........................................................15

                                        2

   3

                              GLACIER BANCORP, INC.
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION        

(Unaudited - dollars in thousands except per share data)     June 30, December 31,  June 30,
                                                               1997       1996       1996
                                                             --------   --------   --------
                                                                             
Assets:
Cash on hand and in banks .................................    28,786     24,666     22,130
Federal funds sold ........................................       235      1,483        710
Interest bearing cash deposits ............................       365      1,000        860
                                                             --------   --------   --------
      Cash and cash equivalents ...........................    29,386     27,149     23,700
                                                             --------   --------   --------
Investments:
      Investment securities, held-to-maturity .............    15,394     16,410     18,020
      Investment securities, available-for-sale ...........    37,875     42,989     39,191
      Mortgaged backed securities, held-to-maturity .......     3,317      4,045      3,724
      Mortgaged backed securities, available-for-sale .....    48,159     42,061     40,046
                                                             --------   --------   --------
           Total Investments ..............................   104,745    105,505    100,981
                                                             --------   --------   --------
Net loans receivable:
      Real estate loans ...................................   201,893    198,607    194,770
      Commercial Loans ....................................   110,813    100,070     92,223
      Installment and other loans .........................    96,128     91,248     86,791
      Allowance for losses ................................    (3,469)    (3,284)    (3,111)
                                                             --------   --------   --------
           Total Loans, net ...............................   405,365    386,641    370,673
                                                             --------   --------   --------

Premises and equipment, net ...............................    11,614     11,292     10,470
Real estate and other assets owned ........................       142        410         36
Federal Home Loan Bank of Seattle stock, at cost ..........     9,879      8,586      8,038
Federal Reserve stock, at cost ............................       340        340        280
Accrued interest receivable ...............................     3,840      3,473      3,530
Goodwill, net .............................................     1,442      1,526      1,610
Other assets ..............................................       857      1,070        728
                                                             --------   --------   --------
                                                              567,610    545,992    520,046
                                                             ========   ========   ========

Liabilities and stockholders' equity:
Deposits - interest bearing ...............................   264,717    257,409    248,004
Deposits - non-interest bearing ...........................    65,275     64,330     59,449
Advances from Federal Home Loan Bank of Seattle ...........   136,237    143,289    120,892
Securities sold under agreements to repurchase ............    20,667      9,791     21,779
Other borrowed funds ......................................    12,001      5,202     10,548
Accrued interest payable ..................................     1,506        799      1,478
Advance payments by borrowers for taxes and insurance .....     1,125        940      1,113
Current income taxes ......................................       132          0        333
Deferred income taxes .....................................     1,658      1,446        923
Other liabilities .........................................     8,550     10,409      6,453
Minority Interest .........................................       458        429        391
                                                             --------   --------   --------
      Total liabilities ...................................   512,326    494,044    471,363
                                                             --------   --------   --------

Common stock, $.01 par value per share,
      12,500,000 shares authorized (1) ....................        69         46         45
Paid-in capital ...........................................    34,663     34,571     27,087
Retained earnings - substantially restricted ..............    21,197     18,392     23,273
Treasury stock at cost (2) ................................    (1,066)    (1,066)    (1,066)
Net unrealized gain (loss) on securities available-for-sale       421          5       (656)
                                                             --------   --------   --------
      Total stockholders' equity ..........................    55,284     51,948     48,683
                                                             --------   --------   --------
                                                              567,610    545,992    520,046
                                                             ========   ========   ========
      Book value per share ................................      8.12       7.65       7.27
                                                             ========   ========   ========

(1) Number of shares outstanding adjusted for 
    three for two stock split in 1997.

(1) Total sharese outstanding at end period                  6,811,517  6,793,664  6,693,713

(2) Treasury Shares                                             85,890     85,890     85,890

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                              GLACIER BANCORP, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                              Three months ended     Six months ended
                                              June 30,   June 30,   June 30,    June 30, 
                                                1997       1996        1997       1996    
                                            --------   --------    --------    --------
                                                                      
INTEREST INCOME:
Real estate loans.........................  $  4,057      3,944       8,056       7,848
Commercial loans..........................     2,619      2,133       4,995       4,312
Consumer and other loans..................     2,321      2,082       4,533       3,954
Mortgage backed securities................       935        821       1,764       1,550
Investments...............................     1,053      1,159       2,148       2,300
                                            --------   --------    --------    --------
      Total interest income...............    10,985     10,139      21,496      19,964
                                            --------   --------    --------    --------

INTEREST EXPENSE:
Deposits..................................     2,754      2,505       5,444       4,978
Advances..................................     1,896      1,764       3,846       3,530
Repurchase agreements ....................       280        212         428         428
Other borrowed funds .....................        56         51         106          57
                                            --------   --------    --------    --------
      Total interest expense..............     4,986      4,532       9,824       8,993
                                            --------   --------    --------    --------

Net interest income ......................     5,999      5,607      11,672      10,971
Provision for loan losses ................       209        116         372         215
                                            --------   --------    --------    --------
Net interest income after provision            
  for loan losses ........................     5,790      5,491      11,300      10,756
                                            --------   --------    --------    --------

NON-INTEREST INCOME:
Loan fees and service charges ............     1,825      1,778       3,522       3,432
Gains (Losses) on sale of investments.....         0          0           0           0
Other income..............................       184        277         365         535
                                            --------   --------    --------    --------
     Total fees and other income .........     2,009      2,055       3,887       3,967
                                            --------   --------    --------    --------
Compensation, employee benefits
       and related expenses...............     2,262      2,110       4,541       4,148
Occupancy expense ........................       460        421         937         785
Data processing expense ..................       200        141         385         278
Other expenses............................     1,241      1,231       2,536       2,493
Minority interest.........................        18         17          31          36
                                            --------   --------    --------    --------
     Total non-interest expense...........     4,181      3,920       8,430       7,740
                                            --------   --------    --------    --------

                                               3,618      3,626       6,757       6,983
                                               1,326      1,425       2,479       2,754
                                            --------   --------    --------    --------
                                            $  2,292      2,201       4,278       4,229
                                            ========   ========    ========    ========    
Earnings per common shares(1) ...........   $   0.34       0.33        0.63        0.63
Dividends declared per common share(1) ..       0.12       0.11        0.23        0.21
Return on average assets (annualized) ...       1.64%      1.71%       1.54%       1.67%
Return on beginning equity (annualized) .      17.36%     18.34%      16.47%      18.07%
Weighted average shares outstanding(1) ..  6,802,626  6,687,242   6,799,459   6,689,424

- ------------
(1) Adjusted for three for two stock split in 1997

                                        4

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                              GLACIER BANCORP, INC.
                      Consolidated Statements of Cash Flows

                                                                           Six months ended June 30,
                   (dollars in thousands)                                       1997      1996
                                                                              -------   -------   
                                                                                      
OPERATING ACTIVITIES :                                                          
        Net Earnings .......................................................    4,278     4,229
        Adjustments to reconcile Net Earnings to Net
        Cash Provided by Operating Activities:
          Provision for loan losses ........................................      372       215
          Depreciation of premises and equipment ...........................      422       371
          Amortization of goodwill .........................................       84        84
          Loss (gain) on sale of investments ...............................        0         0
          Amortization of investment securities premiums and discounts, net        72        79
          Net decrease in deferred income taxes ............................      (61)     (138)
          Net increase in interest receivable ..............................     (367)     (177)
          Net increase in interest payable .................................      707       811
          Net increase (decrease) in current income taxes ..................      132      (211)
          Net decrease in other assets .....................................      213        76
          Net decrease in other liabilities and minority interest ..........   (1,830)     (573)
          FHLB stock dividends .............................................     (322)     (279)
                                                                              -------   -------   
             NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES ..............    3,700     4,487
                                                                              -------   -------   

INVESTING ACTIVITIES:
        Proceeds from sales, maturities and prepayments of investment
            securities available-for-sale ..................................   12,458    16,551
        Purchases of investment securities available-for-sale ..............  (12,825)  (28,529)
        Proceeds from maturities and prepayments of investment
            securities held-to-maturity ....................................    1,744       488
        Purchases of investment securities held-to-maturity ................        0      (995)
        Principal collected on installment and commercial loans ............   42,753    42,039
        Installment and commercial loans originated or acquired ............  (61,679)  (65,040)
        Proceeds from sales of commercial loans ............................    3,116    6,997.
        Principal collections on mortgage loans ............................   14,924    20,080
        Mortgage loans originated or acquired ..............................  (47,049)  (60,703)
        Proceeds from sales of mortgage loans ..............................   28,839    39,002
        Net proceeds from sales of real estate owned .......................      268        16
        Net purchase of FHLB and FRB stock .................................     (971)     (404)
        Net addition of premises and equipment .............................     (744)     (544)
        Acquisition of minority interest ...................................        0      (109)
                                                                              -------   -------   
             NET CASH USED BY INVESTING ACTIVITIES .........................  (19,166)  (31,151)
                                                                              -------   -------   

FINANCING ACTIVITIES:
        Net increase in deposits ...........................................    8,253    15,868
        Net increase (decrease) in FHLB advances and other borrowed funds ..     (253)    9,226
        Net increase in advance payments from borrowers for taxes
          and insurance ....................................................      185        41
        Net increase in securities sold under repurchase agreements ........   10,876       974
        Cash dividends paid to stockholders ................................   (1,543)   (1,034)
        Treasury stock purchased ...........................................        0      (192)
        Proceeds from exercise of stock options and additional shares issued      185       152
                                                                              -------   -------   
            NET CASH PROVIDED BY FINANCING ACTIVITIES ......................   17,703    25,035
                                                                              -------   -------   
            NET INCREASE IN CASH AND CASH EQUIVALENTS ......................    2,237    (1,629)
        CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ...................   27,149    25,329
                                                                              -------   -------   
        CASH AND CASH EQUIVALENTS AT END OF PERIOD .........................   29,386    23,700
                                                                              =======   =======   
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
        Cash paid during the period for:                Interest............    9,117     8,182
                                                        Income taxes........    2,347     2,965

                                        5

   6

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS:

1)       Basis of Presentation:

         In the opinion of Management, the accompanying unaudited consolidated
         statements contain all adjustments (consisting of normal recurring
         accruals) necessary for a fair presentation of Glacier Bancorp Inc's
         (the "Company") Financial Condition as of June 30, 1997, December 31,
         and June 30, 1996 and the Results of Operations for the six and three
         months ended June 30, 1997 and 1996 and the Statements of Cash Flows
         for the six months ended June 30, 1997 and 1996.

         The First Security Bank of Missoula was acquired on December 31, 1996
         through an exchange of stock with Missoula Bancshares, Inc. formerly
         the parent company of First Security Bank. The pooling of interest
         accounting method is being used for this merger transaction. Under this
         method, financial information for each of the periods presented include
         the combined companies as though the merger had occurred prior to the
         earliest date presented.

2)       Organizational Structure:

         The Company is the parent company for five subsidiaries: Glacier Bank
         (the "Savings Bank"); Glacier National Bank (formerly the First
         National Bank of Whitefish) ("Whitefish"); First National Bank of
         Eureka ("Eureka"); First Security Bank of Missoula (Missoula) and
         Community First, Inc. (CFI). At June 30, 1997, the Company owned 100%
         of the Savings Bank, Missoula and CFI; 94% of Whitefish and 93% of
         Eureka. CFI provides full service brokerage services through INVEST
         Financial Services. The following abbreviated organizational chart
         illustrates the various relationships:

                                     Glacier
                                  Bancorp, Inc.
                            (Parent Holding Company)

               Glacier                         First Security Bank
                Bank                              OF Missoula
           (Savings Bank)                       (Commercial bank)

          Community First                      Glacier National Bank
               Inc,                               of Whitefish
        (Brokerage services)                     (Commercial bank)

                                               First National Bank
                                                   of Eureka
                                                (Commercial bank)

                                        6

   7

3)       Stock Split:

         The company completed a three-for-two stock split May 23, 1997. As a
         result, all per share amounts from time periods preceding this date
         have been restated to illustrate the effect of the stock split. Any
         fractional shares were paid in cash.

4)       Computation of Earnings Per Share:

         Earnings per common share were computed by dividing net income by the
         weighted average number of shares of common stock outstanding during
         the period presented. Stock options are considered common stock
         equivalents, but are excluded from earnings per share computations due
         to immateriality.

5)       Ratios:

         Return on Average Assets (ROAA) was calculated based on the average of
         the total assets for the period. Return on Beginning Equity (ROBE) was
         calculated based on the Shareholders' Equity (Capital) at the beginning
         of each period presented.

6)       Cash Dividend Declared:

         On June 25, 1997, the Board of Directors declared a $.12 per share
         quarterly cash dividend to stockholders of record on July 11, 1997,
         payable on July 25, 1997.

7)       Investments:

         A comparison of the amortized cost and estimated fair value of the
         Company's investment securities is as follows:

                    INVESTMENT SECURITIES AS OF JUNE 30, 1997

                                         Amortized   Gross Unrealized Estimated
                                                     ----------------
   (dollars in thousands)                  Cost      Gains    Losses  Fair Value
                                         --------    -----    ------  ----------    
                                                             
HELD TO MATURITY:
U.S. Government and Federal Agencies ...  $11,972       11      (26)   11,957
State, Local Government and other issues    3,367       81       (1)    3,447
Mortgage-backed securities .............    3,372        1      (21)    3,352
                                          -------      ---      ----   -------
     TOTAL HELD TO MATURITY SECURITIES .  $18,711       93      (48)   18,756
                                          =======      ===      ====   =======

AVAILABLE FOR SALE:
U.S. Government and Federal Agencies ...  $18,127       49     (120)   18,056
State, Local Government and other issues   19,475      465      (43)   19,897
Mortgage-backed securities .............   22,852      524     (121)   23,255
Real Estate Mortgage Investment Conduit    24,897      109     (180)   24,826
                                          -------    -----      ----   -------
     TOTAL AVAILABLE FOR SALE SECURITIES  $85,351    1,147     (464)   86,034
                                          =======    =====      ====   =======

                                        7

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                  Investment Securities as of December 31, 1996

                                         Amortized   Gross Unrealized Estimated
                                                     ----------------  
    (dollars in thousands)                  Cost      Gains   Losses  Fair Value
                                          -------      ---     ----    ------ 
                                                            
HELD TO MATURITY:
U.S. Government and Federal Agencies ...  $12,971       16      (81)   12,906
State, Local Government and other issues    3,439       77       (1)    3,515
Mortgage-backed securities .............    4,045        2      (32)    4,015
                                          -------      ---     ----    ------ 
     TOTAL HELD TO MATURITY SECURITIES .  $20,455       95     (114)   20,436
                                          =======      ===     ====    ====== 

AVAILABLE FOR SALE:
U.S. Government and Federal Agencies ...  $27,480       50     (205)   27,325
State, Local Government and other issues   15,573      130      (39)   15,664
Mortgage-backed securities .............   24,319      534     (164)   24,689
Real Estate Mortgage Investment Conduit    17,684        0     (312)   17,372
                                          -------      ---     ----    ------ 
     TOTAL AVAILABLE FOR SALE SECURITIES  $85,056      714     (720)   85,050
                                          =======      ===     ====    ====== 

8)       Consolidated Statements of Cash Flows:

         Cash equivalents include demand deposits at other financial
         institutions and short term certificates of deposit.

9)       Regulatory Capital Requirements -

The Federal Reserve Board has adopted capital adequacy guidelines pursuant to
which it assesses the adequacy of capital in supervising a bank holding company.
The following table illustrates the Federal Reserve Boards capital adequacy
guidelines and the Company's compliance with those guidelines as of June 30,
1997.

                                                   Tier I              Tier II                                 
                                               (Core) Capital       (Total) Capital     Leverage Capital
                                              ------------------   -----------------   ---------------------     
 (dollars in thousands)                         $           %        $           %       $               % 
                                              ------     -------   ------      -----   ------         ------
                                                                                         
GAAP Capital . . . . . . . . . . . . . . .    55,284               55,284              55,284
Goodwill . . . . . . . . . . . . . . . . .    (1,442)              (1,442)             (1,442)
Net unrealized gains on securities
     available-for-sale . . . . . . . . .       (421)                (421)               (421)
Allowance for loan losses . . . . . . . .         --                3,469                 --
                                              ------               ------              ------          -----
Regulatory capital computed. . . . . . .      53,421               56,890              53,421
                                              ======               ======              ======          =====
Capital as % of assets. . . . . . . . . .                 15.99%               16.85%                  9.78%
Regulatory "well capitalized" requirement                  6.00%               10.00%                  5.00%
                                                          ------               ------                  -----
Excess over "well capitalized" requirement                 9.99%                6.85%                  4.78%
                                                          ======               ======                  =====

Interest-Rate-Risk ("IRR") Component

FDICIA requires each federal banking agency to revise its risk-based capital
standards to ensure that they take adequate account of IRR, concentration of
credit risk and the risks of nontraditional activities, as well as reflect the
actual performance and expected risk of loss on multi-family residential loans.
Since January of 1994, the OTS has included an IRR component to its risk-based
capital standards. An association's measured IRR is the change that occurs in
its Net Portfolio Value ("NPV") as a result of a 200 basis point increase or
decrease in interest rates (whichever leads to the lower NPV) divided by the
estimated economic value (present value) of its assets; NPV equals the present
value of expected cash inflows from existing assets less the present value

                                        8

   9

of expected cash outflows from existing liabilities, plus the present value of
net expected cash inflows from existing off-balance sheet contracts. A normal
level of IRR is less than 2%. Only institutions whose measured IRR exceeds 2%
must maintain an IRR component. An association must maintain capital of at least
8% of risk- weighted assets after the IRR component is deducted.

In August of 1995, the Agencies adopted a joint final rule to revise their
risk-based capital standards to ensure that they take adequate account of
interest rate risk. As of September 1, 1995, when evaluating the capital
adequacy of a bank, examiners from the Agencies consider exposure to declines in
the economic value of the bank's capital due to changes in interest rates. A
bank may be required to hold additional capital for IRR if it has significant
exposure or a weak interest rate risk management process. Concurrent with the
publication of this final rule, the Agencies proposed for comment a joint policy
statement describing the process they will use to measure and assess a bank's
interest rate risk. This joint policy statement was superseded by an updated
Joint Policy Statement in June of 1996. Any impact the joint final rule and
Joint Policy Statement may have on the National Banks or the State Bank cannot
be predicted at this time.

In addition, the Agencies published a joint final rule on September 6, 1996,
amending their respective risk- based capital standards to incorporate a measure
for market risk to cover all positions located in an institution's trading
account and foreign exchange and commodity positions wherever located. This
final rule took effect on January 1, 1997 and implements an amendment to the
BASLE Capital Accord that sets forth a supervisory framework for measuring
market risk. The final rule effectively requires banks and bank holding
companies with significant exposure to market risk to measure that risk using
their own internal value-at-risk model, subject to the parameters of the final
rule, and to hold a sufficient amount of capital to support the institution's
risk exposure.

         Qualified Thrift Lender - In order to avoid certain restrictions on
         their operations, all savings associations are required to meet a
         Qualified Thrift Lender ("QTL") test. The regulations require that
         institutions maintain a percentage of qualifying lending activity of at
         least 65% as measured monthly. The Savings Bank reported on its June
         30, 1997 Thrift Financial Report QTL ratios of 76%, 75%, and 74% for
         April, May, and June 1997.

         Whitefish, Eureka and Missoula do not have a similar requirement.

         Accounting for Transfers of Assets and Extinguishments of Liabilities

         In June 1996, the FASB issued SFAS No. 125, "Accounting for Transfers
         and Servicing of Financial Assets and Extinguishments of Liabilities"
         (the "Statement"). This Statement provides consistent standards for
         distinguishing transfers of financial assets that are sales from
         transfers that are secured borrowings, and provides accounting and
         reporting standards for transfers and servicing of financial assets and
         extinguishments of liabilities.

         This Statement amends SFAS No. 115, "Accounting for Certain Investments
         in Debt and Equity Securities," to clarify that a debt security may not
         be classified as held-to-maturity if it can be prepaid or otherwise
         settled in such a way that the holder of the security would not recover
         substantially all of its recorded investment.

                                        9

   10

         This Statement also rescinded all previous guidance regarding the
         accounting for mortgage servicing rights and provides guidance for the
         capitalization of originated as well as purchased mortgage servicing
         rights and the measurement of impairment of those rights.

         This Statement is effective for transfers and servicing of financial
         assets and extinguishments of liabilities occurring after December 31,
         1996, and is to be applied prospectively. Earlier or retroactive
         application is not permitted. The Company adopted the provisions of
         SFAS No. 125 as of January 1, 1997.

         During the quarter ended June 30, 1997, $48,737 in servicing assets
         were recognized and $11,782 amortized. Year-to-date assets of $116,402,
         and amortization of $23,267 was recorded. The estimated fair value of
         the servicing assets was $712,000 at June 30, 1997 with a book value of
         $514,652. There was no activity or balance in the valuation allowance
         for impairment of recognized servicing assets during 1997. The fair
         value of the servicing assets was determined by stratification of the
         associated loan balances by rate, applying prepayment assumptions to
         each stratified group, and calculating a present value of resulting
         expected cash flows.

         Earnings Per Share

         In March 1997, the FASB issued SFAS No. 128, "Earnings Per Share" (the
         "Statement"). The Statement applies to entities with publicly held
         common stock or potential common stock and is effective for financial
         statements issued for periods ending after December 15, 1997.

         SFAS No. 128 replaces APB Opinion 15, "Earnings Per Share." Opinion 15
         required that entities with simple capital structures present a single
         "earnings per common share" on the face of the income statement,
         whereas those with complex capital structures had to present both
         "primary" and "fully diluted" earnings per share ("EPS"). Primary EPS
         shows the amount of income attributed to each share of common stock if
         every common stock equivalent were converted into common stock. Fully
         diluted EPS considers common stock equivalents and all other securities
         that could be converted into common stock.

         SFAS No. 128 simplifies the computation of EPS by replacing the
         presentation of primary EPS with a presentation of basic EPS. The
         Statement requires dual presentation of basic and diluted EPS by
         entities with complex capital structures. Basic EPS includes no
         dilution and is computed by dividing income available to common
         stockholders by the weighted-average number of common shares
         outstanding for the period. Diluted EPS reflects the potential dilution
         of securities that could share in the earnings of an entity, similar to
         fully diluted EPS. The Company has a simple capital structure,
         therefore minimal impact from SFAS No. 128 is expected.

         Disclosure of Information About Capital Structure

         In March 1997, the FASB issued SFAS No. 129, "Disclosure of Information
         About Capital Structure" (the "Statement"). The Statement applies to
         all entities and is effective for financial statements issued for
         periods ending after December 15, 1997. Statement No. 129 consolidates
         existing disclosure requirements.

                                       10

   11

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
         RESULTS OF OPERATIONS -

Financial Condition - This section discusses the changes in Statement of
Financial Condition items from December 31, 1996 to June 30, 1997.

At June 30, 1997, total consolidated assets increased by $21,618,000, or 3.96%,
over the December 31, 1996 level. This increase was primarily in loan growth of
$18,724,000, an increase of 4.84%.

Real Estate loans increased $3.3 million during the period, while commercial
loans increased $10.8 million and Consumer loans increased $4.9 million.

Loans sold to the secondary market amounted to $32.0 million and $46.0 million
during the first six months of 1997 and 1996, respectively.

The amount of loans serviced for others on June 30, 1997 was $114.4 million.

Total deposits increased nearly $8.3 million, with the increase occurring in
interest bearing deposits. Advances from the Federal Home Loan Bank ("FHLB")
decreased $7.0 million while securities sold under repurchase agreements and
other borrowed funds increased $10.9 million, and $6.8 million respectively.

The OTS' minimum average liquidity requirement for the Savings Bank is 5.0%. For
the three months ended June 30, 1997, the Savings Bank's liquidity percentage
averaged 6.9%. The Savings Bank's principal source of funds are generated by
deposits, payments on loans and securities, short and long term borrowings and
net income. If there should ever be insufficient funds derived from these areas,
the Savings Bank may borrow additional amounts from the FHLB, subject to
regulatory limits.

All four institutions are members of the FHLB at June 30, 1997. Accordingly,
management of the Company has a wide range of versatility in managing the
liquidity and asset/liability mix for each individual institution as well as the
Company as a whole. The following table demonstrates the available FHLB lines of
credit and the extent of utilization as of June 30, 1997:

                                            Available line                      Amount used               Available
                                            --------------                      -----------               ---------
                                                                                                        
The Savings Bank                            144,245,000                         100,266,000               43,979,000
Whitefish                                     8,430,000                           6,675,000                1,755,000
Eureka                                        6,428,000                           3,253,000                3,175,000
Missoula                                     13,689,000                           6,522,000                7,167,000

Classified Assets and Reserves
Non-performing assets, consisting of non-accrual loans, accruing loans 90 days
or more overdue, and real estate and other assets acquired by foreclosure or
deed-in-lieu thereof, net of related reserves, amounted to $1.5 million or .27%
of total assets at June 30, 1997, as compared to $1.6 million, or .29% of total
assets, at December 31, 1996.

Non-performing assets continue to remain at a relatively low level.

                                       11

   12

                                                     June 30, 1997               December 31, 1996
                                                     ---------------             -----------------
                                                                                    
Total Reserves for Loan
and Real Estate Owned losses:                        $3.5 million                $3.3 million

Reserves as a percentage
of Total Loans:                                       .86%                          .85%

Reserves as a percentage
of Non-performing Assets:                             230%                          204%

Impaired Loans
As of June 30, 1997, there were no loans considered impaired as measured under
SFAS No. 114 criterion. Interest income on impaired loans and interest
recoveries on loans that have been charged off, is recognized on a cash basis
after principal has been fully paid, or at the time a loan becomes fully
performing per the terms of the loan.

Minority Interest
The Minority Interest on the consolidated statement of financial condition
represents the minority stockholders' share in the Retained Earnings of the
Company. These are shares of Eureka and Whitefish that are still outstanding.
The Company has extended an offer to each minority stockholder notifying them
that the Company would buy their shares at the current book value. As of June
30, 1997, the Company owns 46,900 shares of Whitefish and 46,389 shares of
Eureka. The Company's ownership of Whitefish and Eureka is 94% and 93%,
respectively.

Results of Operations - The six months ended 6/30/97 compared to the six months
ended 6/30/96. The following discussion pertains to the consolidated income for
the Company.

Net income of $4.278 million for the first six months of 1997 was an increase of
$49,000, or 1.2 percent over the $4.229 million in the same period in 1996.
Earnings per share were $.63 for each of the six month periods. Return on
average assets was 1.54 percent and 1.67 percent for 1997 and 1996,
respectively, while the return on beginning equity was 16.47 percent and 18.07
percent for the same periods. Increased earnings from the net interest margin
were somewhat offset by an increased provision for possible loans losses, and
increased expenses from new branches.

Loan Loss Provision
The provision for loan losses was $372,000, up from $215,000 during the same
period in 1996, reflecting the increase in loans and losses experienced. As
discussed above the level of non-performing assets remains at a relatively low
level.

Net Interest Income
Net interest income for the six months was $11.672 million, an increase of
$701,000, or 6.39 percent, over 1996. More net earning assets, as discussed
above, was the primary reason for this increase.

The Company's net interest income is determined by its interest rate spread
(i.e., the difference between the yields earned on its earning assets, and the
rates paid on its interest-bearing liabilities) and the relative amounts of
earning assets and interest-bearing liabilities. The following table sets forth
information concerning the Company's interest rate spread at June 30, 1997 and
1996:

                                       12

   13

INTEREST RATE SPREAD
One way to protect against interest rate volatility is to maintain a comfortable
interest spread between yields on assets and the rates paid on interest bearing
liabilities. As shown below, our net interest margin decreased in 1997 from
4.62% to 4.56%, the result of higher interest rates on deposits and borrowings,
a greater percentage of assets funded with interest bearing liabilities, and
slightly lower rates on earning assets. Although the interest spread, and net
interest margin are down from 1996, increased asset levels resulted in
significantly higher net interest income.

                                                                                                            June 30, [1]
                                                                                                         -------------------
FOR THE SIX MONTHS ENDED:                                                                                1997           1996
                                                                                                         ------         -----
                                                                                                                 
     Combined weighted average yield on loans and investments [2].........................................8.45%         8.46%
     Combined weighted average rate paid on savings deposits and borrowings...............................4.68%         4.58%
     Net interest spread..................................................................................3.77%         3.88%
     Net interest margin [3]..............................................................................4.56%         4.62%

[1]  Weighted averages are computed without the effect of compounding daily
     interest.

[2]  Includes dividends received on capital stock of the Federal Home Loan Bank.

[3]  The net interest margin (net yield on average interest earning assets) is
     interest income from loans and investments less interest expense from
     deposits, FHLB advances, and other borrowings, divided by the total amount
     of earning assets.

Non-Interest Income
Non-interest income decreased $80,000, or 2.0 percent from 1996. Loan fees and
service charges on deposit accounts were up $90,000 while other income decreased
by $170,000, primarily from a reduction in commissions on insurance sales, and a
non-recurring $70,000 recovery in 1996.

Non-Interest Expense
Non-interest expense increased by $690,000, or 8.9 percent, with the largest
portion of the increase in compensation and employee benefits, which increased
$393,000, or 9.5 percent. Data processing expenses increased $107,000, the
result of increased volumes of loan and deposit accounts. Occupancy expense was
also up substantially, $152,000, or 19.4%. Opening of the new branches, volume
related increases, plus other normal increases resulted in these higher
expenses.

Income Taxes
The effective tax rate was reduced from 39.4 percent in 1996 to 36.7 percent in
1997. Increased investment in tax free bonds was the primary reason for the
reduced expense.

Results of Operations - The three months ended 6/30/97 compared to the three
months ended 6/30/96. The following discussion pertains to the consolidated
income for the Company:

Net income was $2.292 million, or $.34 per share, for the second quarter of
1997, compared with $2.201 million, or $.33 per share, for the same quarter of
1996, an increase of $91,000, or 4.1%. The increase in net income is attributed
to an increase in the net interest margin which was partially offset by a larger
provision for loan losses, and higher expenses related to the establishment of
additional branch locations. Return on average assets and return on beginning
equity in the second quarter of 1997 were 1.64 percent and 17.36 percent,
respectively, compared with returns of 1.71 percent and 18.34 percent for the
same quarter of 1996. The lower return, as a percentage of assets, was the
result of the sizeable asset growth of $47.564 million, or 9.15 percent.
Stockholder equity at the beginning of the quarter increased 10.0 percent over
the second quarter of 1996. The higher equity amount resulted in the reduced
return on equity ratio.

                                       13

   14

Net Interest Income
Net interest income for the quarter was $5.999 million, an increase of $392,000,
or 6.99 percent, over the same period in 1996. More net earning assets was the
primary reason for this increase. Loan balances have increased $34.7 million
from June 30, 1996, an increase of 9.4 percent. All loan classifications have
increased, with commercial loans up $18.590 million, or 20.16 percent, consumer
loans up $9.337 million, or 10.76 percent, and real estate loans up $7.123
million, or 3.17 percent. Total deposits increased $22.539 million, or 7.3
percent, with $5.826 million of the increase in non-interest bearing deposits.
Federal Home Loan Bank advances, and other borrowed funds provided the balance
of the funding for the increase in earning assets.
The capital level remains strong at 9.74 percent of assets.

Loan Loss Provisions and Non-Performing Assets
The second quarter provision for loan losses was $209,000, up from $116,000
during the same quarter in 1996. Non-performing assets are at .37 percent of
loans at June 30, 1997, well below the average of the Company's peer group which
was .87 percent at March 31, 1997, the most recent information available. The
reserve for loan losses was 230 percent of non-performing assets as of June 30,
1997.

Non-interest Income
Non-interest income decreased $46,000, or 2.2 percent from the second quarter of
1996. Loan fees and service charges on deposit accounts were up $47,000 while
other income decreased by $93,000, primarily from a reduction in commissions on
insurance sales, and a non-recurring $70,000 recovery in 1996.

Non-interest Expense
Non-interest expense increased by $261,000, or 6.7 percent, over the second
quarter of 1996. The largest portion of the increase was in compensation and
employee benefits which increased $152,000, or 7.2 percent. Data processing
expenses increased $59,000 the result of increased volumes of loan and deposits
accounts. Occupancy expense was also up substantially, $39,000, or 9.3%. Opening
of the new branches, volume related increases, plus other normal increases
resulted in these higher expenses.

Income Taxes
The effective tax rate was reduced from 39.4 percent in 1996 to 36.7 percent in
1997. Increased investment in tax free bonds was the primary reason for the
reduced expense.

New offices
The new full service branch at Thompson Falls and the supermarket branch in
Helena are now open. Both of these locations are in new communities for Glacier
Bank.

Stock split and dividend increase
The three-for-two stock split for the common stock of Glacier Bancorp, Inc. was
completed on May 23, 1997. The board of directors has also declared a dividend
of $.12 per share to be paid on July 25, 1997. This dividend is an increase of
12.5 percent over the previous dividend, adjusted for the effects of the stock
split.

                                       14

   15

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         THERE ARE NO PENDING MATERIAL LEGAL PROCEEDINGS TO WHICH THE REGISTRANT
         OR IT'S SUBSIDIARIES ARE A PARTY.

ITEM 2. CHANGES IN SECURITIES

         NONE

ITEM 3. DEFAULTS ON SENIOR SECURITIES

         NONE

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

         THE ANNUAL SHAREHOLDER'S MEETING WAS HELD ON APRIL 23, 1997. THE
         ELECTION OF DIRECTORS WAS HELD WITH WILLIAM L. BOUCHEE, L. PETER
         LARSON, AND EVERIT A. SLITER ELECTED FOR A THREE YEAR TERM. THE
         RATIFICATION OF THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS THE
         INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 1997 WAS
         COMPLETED BY SHAREHOLDER VOTE.

ITEM 5. OTHER INFORMATION

         NONE

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         NONE

SIGNATURES

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.

                                       GLACIER BANCORP, INC.

AUGUST 14, 1997                   BY   /S/ MICHAEL J. BLODNICK
- ---------------                      --------------------------
      DATE                        MICHAEL J. BLODNICK
                                  EXECUTIVE VICE PRESIDENT/COO

AUGUST 14, 1997                   BY  /S/ JAMES H. STROSAHL
- ---------------                      -----------------------
      DATE                        JAMES H. STROSAHL
                                  SENIOR VICE PRESIDENT/CHIEF FINANCIAL OFFICER

                                       15

 9

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACED FROM THE
UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION JUN 30, 1997
AND THE RELATED UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS JUN 30,
1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO QUARTERLY REPORT
FORM 10-Q JUN 30, 1997.

 1,000

                   6-MOS
                          DEC-31-1997
                             JAN-01-1997
                               JUN-30-1997
                                          28,786
                             365
                                   235
                                     0
                     86,033
                          18,711
                            18,756
                                        408,834
                                      3,469
                                 567,610
                                     329,992
                                   123,776
                             13,429
                                     45,129
                                0
                                          0
                                            69
                                      55,215
                 567,610
                                 17,584
                                3,912
                                     0
                                21,496
                               5,444
                               9,824
                           11,672
                                      372
                                   0
                                  8,430
                                  6,757
                       4,278
                                      0
                                            0
                                     4,278
                                     0.63
                                     0.63
                                    4.56
                                        556
                                       811
                                     0
                                      0
                                 3,284
                                      275
                                        88
                                3,469
                             3,469
                                  0
                              0