UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~December 31, 2004

¨	TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT

For the transition period from to

Commission File Number: 001-15215

GREAT WESTERN BANCORPORATION, INC.

(Exact name of registrant as specified in its charter)

Iowa

42-0867112

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

10834 Old Mill Road, Suite One, Omaha, NE 68154

(Address of principal executive office) (Zip code)

(402) 333-8330

(Registrant’s telephone number, including area code)

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 past 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 past 90 days. Yes x No ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ¨ No x

Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date.

Class		Outstanding at ~~April~~January 3031, ~~2004~~2005
Common Stock, $1.00 par value		123,~~802~~650 shares

GREAT WESTERN BANCORPORATION, INC.

INDEX TO FORM 10-Q FOR THE QUARTERLY

PERIOD ENDED ~~MARCH~~DECEMBER 31, 2004

				PAGE	~~PAGE~~
FORWARD-LOOKING STATEMENTS				3	3
PART I: FINANCIAL INFORMATION
PART I:		FINANCIAL INFORMATION
	ITEM 1:	~~ITEM 1:~~	FINANCIAL STATEMENTS
		Consolidated Balance Sheets at March 31, 2004 (unaudited) and June 30, 2003			4
		Condensed Consolidated Balance Sheets at December 31, 2004 (unaudited) and June 30, 2004		4
		Consolidated Statements of Income - Three months ended March 31, 2004 and March 31, 2003 (unaudited)			5
		Condensed Consolidated Statements of Income - Three months ended December 31, 2004 and December 31, 2003 (unaudited)		5
		Consolidated Statements of Income - Nine months ended March 31, 2004 and March 31, 2003 (unaudited)			6
		Condensed Consolidated Statements of Income - Six months ended December 31, 2004 and December 31, 2003 (unaudited)		6
		Consolidated Statements of Cash Flows - Nine months ended March 31, 2004 and March 31, 2003 (unaudited)			7
		Condensed Consolidated Statements of Cash Flows - Six months ended December 31, 2004 and December 31, 2003 (unaudited)		7
		Notes to Consolidated Financial Statements			8
		Notes to Condensed Consolidated Financial Statements		8
	ITEM 2:	~~ITEM 2:~~	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF ~~OPERATION~~OPERATIONS	10	11
	ITEM 3:	~~ITEM 3:~~	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	14	14
	ITEM 4:	~~ITEM 4:~~	~~DISCLOSURE~~ CONTROLS AND PROCEDURES	14	15
PART II: OTHER INFORMATION
PART II:		OTHER INFORMATION
	ITEM 1:	~~ITEM 1:~~	LEGAL PROCEEDINGS	15	16
	ITEM 2:	~~ITEM 2:~~	~~CHANGES~~UNREGISTERED INSALES OF EQUITY SECURITIES AND USE OF PROCEEDS	15	16
	ITEM 3:	~~ITEM 3:~~	DEFAULTS UPON SENIOR SECURITIES	15	16
	ITEM 4:	~~ITEM 4:~~	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	15	16
	ITEM 5:	~~ITEM 5:~~	OTHER INFORMATION	15	16
	ITEM 6:	~~ITEM 6:~~	EXHIBITS ~~AND REPORTS ON FORM 8-K~~	15	16
			SIGNATURES	16	17
			CERTIFICATION BY CHIEF EXECUTIVE OFFICER		18
			CERTIFICATION BY CHIEF FINANCIAL OFFICER		19
			CERTIFICATION BY CHIEF EXECUTIVE OFFICER		20
			CERTIFICATION BY CHIEF EXECUTIVE OFFICER		21

FORWARD-LOOKING STATEMENTS

This report includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements can include words such as “may”, “believe”, “will”, “anticipated”, “estimated”, “projected”, “could”, “should”, “plan” or similar expressions. Forward-looking statements are based on management’s current expectations. Factors that might cause future results to differ from management’s expectations include, but are not limited to: fluctuations in interest rates, inflation, the effect of regulatory or government legislative changes, expected cost savings and revenue growth not fully realized, the progress of strategic initiatives and whether realized within expected time frames, general economic conditions, adequacy of allowance for loan losses, costs or difficulties associated with restructuring initiatives, changes in accounting policies or guidelines, changes in the quality or composition of Great Western’s ~~loans~~Bancorporation, Inc. (“Great Western”) loan and investment portfolios, technology changes and competitive pressures in the geographic and business areas where Great ~~Western Bancorporation, Inc. (“Great~~ Western”) conducts its operations.

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information concerning Great Western and its business, including other factors that could materially affect Great Western’s financial results, is included in Great Western’s filings with the Securities and Exchange Commission.

PART I

FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

GREAT WESTERN BANCORPORATION, INC.

Condensed Consolidated Balance Sheets

(In thousands, except share data)

	March 31,2004			June 30,2003
	December 31,2004				June 30, 2004
	(unaudited)
Assets
Cash and due from banks	$	5857,~~208~~512		$	~~64,637~~$	49,768
Federal funds sold and FHLB overnight deposits		~~44,889~~223			~~42,522~~	26,642
Cash and cash equivalents		~~103~~57,~~097~~735			~~107,159~~	76,410
Certificates of deposit		99140			99	99
Securities available for sale		~~375~~421,~~498~~593			~~313,136~~	364,847
Investment in affiliates		32,~~262~~631			0	3,262
Loans, net of allowance for loan losses of $22,383 and $21,251		1,752,152			1,599,961
Loans, net of allowance for loan losses of $25,745 and $22,643		1,986,087				1,832,215
Premises and equipment, net		4753,~~658~~358			~~43,675~~	47,890
Accrued interest receivable		1416,~~175~~417			~~13,679~~	14,309
Core deposit intangible and other, net		3,~~361~~642			~~3,371~~	2,897
Goodwill, net		5153,~~847~~558			~~45,930~~	51,847
Mortgage servicing rights, net		1116,~~772~~741			~~5,274~~	14,557
Other assets		1720,~~850~~182			~~15,785~~	21,576
Total assets	$	2,~~380~~632,~~771~~084		$	~~2,148,069~~$	2,429,909
Liabilities and Stockholders’ Equity
Liabilities
Deposits
Noninterest bearing	$	~~269~~294,~~944~~732		$	~~262,161~~$	252,759
Interest bearing		1,~~616~~781,~~313~~333			~~1,472,869~~	1,661,305
Total deposits		12,~~886~~076,~~257~~065			~~1,735,030~~	1,914,064
Federal funds purchased and securities sold under agreements to repurchase		7793,~~852~~873			~~60,163~~	95,810
FHLB advances and other borrowings		~~109~~159,~~877~~191			~~103,380~~	115,355
Notes payable		3637,~~700~~037			~~43,700~~	36,700
Company obligated mandatorily redeemable preferred securities of subsidiary trusts holding solely junior subordinated debentures		0			58,000
Subordinated debentures		87,631				108,662
Subordinated debentures		108,662			0
Accrued interest and other liabilities		17,601				16,124
Accrued interest and other liabilities		16,633			17,558
Total liabilities		2,471,398				2,286,715
Total liabilities		2,235,981			2,017,831
Minority interests		4,346				4,074
Minority interest in subsidiaries		4,127			3,864
Stockholders’ equity
Stockholders’ equity
Preferred stock, $100 par value; authorized 500,000 shares; issued and outstanding: 9,000 shares of 8% cumulative, nonvoting; 8,000 shares of 10% noncumulative, nonvoting; 100,000 shares of variable rate, noncumulative, nonvoting		11,700				11,700
Preferred stock, $100 par value; 500,000 shares authorized; issued and outstanding: 9,000 shares of 8% cumulative, nonvoting; 8,000 shares of 10% noncumulative, nonvoting; 100,000 shares of variable rate, noncumulative, nonvoting		11,700			11,700
Common stock, $1.00 par value, authorized 1,000,000 shares, issued and outstanding 123,802 shares		124				124
Common stock, $1.00 par value, authorized 1,000,000 shares, issued and outstanding 123,802 shares and 124,952 shares		124			125
Additional paid-in capital		2,032				2,032
Additional paid-in capital		2,032			2,051
Retained earnings		143,037				129,106
Retained earnings		122,782			106,433
Accumulated other comprehensive loss		(553	)			(3,842	)
Accumulated other comprehensive income		4,025			6,065
Total stockholders’ equity		156,340				139,120
Total stockholders’ equity		140,663			126,374
Total liabilities and stockholders’ equity	$	2,632,084			$	2,429,909
Total liabilities and stockholders’ equity	$	2,380,771		$	2,148,069

See Notes to Condensed Consolidated Financial Statements.

GREAT WESTERN BANCORPORATION, INC.

Condensed Consolidated Statements of Income

For The Three Months Ended

(In thousands, except share and per share data)

(unaudited)

	March 31,2004			March 31,2003
	December 31,2004				December 31, 2003
Interest and Dividend Income
Loans	$	2731,~~408~~926		$	~~26,617~~$	27,227
Taxable securities		23,~~778~~274			~~2,877~~	2,442
Nontaxable securities		~~398~~383			~~475~~	421
Dividends on securities		7894			60	81
Federal funds sold and other		5195			~~169~~	37
Subordinated debentures		40			0
Trust common securities		43				40
Total interest and dividend income		3035,~~753~~815			~~30,198~~	30,248
Interest Expense
Deposits		68,~~961~~430			~~8,269~~	7,136
Federal funds purchased and securities sold under agreements to repurchase		~~289~~335			~~178~~	271
FHLB advances and other borrowings		1,~~048~~165			~~1,007~~	976
Notes payable		~~471~~541			~~557~~	500
Company obligated mandatorily redeemable preferred securities		0			1,310
Subordinated debentures		1,431				1,340
Subordinated debentures		1,571			0
Total interest expense		11,902				10,223
Total interest expense		10,340			11,321
Net Interest Income		23,913				20,025
Net Interest Income		20,413			18,877
Provision for Loan Losses		1,236				1,332
Provision for Loan Losses		869			857
Net Interest Income After Provision for Loan Losses		22,677				18,693
Net Interest Income After Provision for Loan Losses		19,544			18,020
Noninterest Income
Noninterest Income
Service charges and other fees		4,363				3,560
Service charges and other fees		3,690			3,214
Net gain from sale of loans		973				1,094
Gain on sale of loans, net		934			1,815
Loan servicing fees		1,100				781
Loan servicing fees, net		960			804
Loss on sale of securities, net		(6	)			—
Gain on sale of securities, net		229			278
Trust department income		517				489
Trust department income		593			382
Other		707				922
Other		1,034			1,932
Total noninterest income		7,654				6,846
Total noninterest income		7,440			8,425
Noninterest Expense
Noninterest Expense
Salaries and employee benefits		9,711				8,678
Salaries and employee benefits		8,875			8,880
Occupancy expenses, net		1,269				1,062
Occupancy expenses, net		1,133			1,093
Data processing		1,086				1,021
Data processing		935			994
Equipment expenses		817				692
Equipment expenses		720			715
Advertising		1,118				932
Advertising		1,031			624
Professional fees		831				751
Professional fees		725			718
Communication expense		570				570
Amortization of core deposit and other intangibles		~~399~~414			~~480~~	362
Amortization and valuation adjustments of mortgage servicing rights acquired		571			2,579
Amortization and valuation adjustments of mortgage servicing rights		707				710
Other		21,~~364~~857			~~2,238~~	1,822
Total noninterest expense		1618,~~753~~380			~~18,321~~	16,600
Income Before Income Taxes and Minority Interest		10,231			8,124
Income Before Income Taxes and Minority Interests		11,951				8,939
Income Taxes		3,697			2,989
Provision for Income Taxes		4,238				3,236
Income Before Minority Interest		6,534			5,135
Income Before Minority Interests		7,713				5,703
Minority Interest in Net Income of Subsidiaries		153			93
Minority Interests		159				135
Net Income	$	67,~~381~~554		$	~~5,042~~$	5,568
Basic and Diluted Earnings Per Common Share	$	49.07		$	37.74
Basic Earnings Per Common Share	$	60.71			$	44.26
Cash Dividends Per Share Declared on Common Stock	$	1.6585		$	~~1.50~~$	1.65
Weighted Average Shares Outstanding - Basic and Diluted		123,913			125,066
Weighted Average Shares Outstanding		123,802				124,952

See Notes to Condensed Consolidated Financial Statements.

GREAT WESTERN BANCORPORATION, INC.

Condensed Consolidated Statements of Income

For The ~~Nine~~Six Months Ended

(In thousands, except share and per share data)

(unaudited)

	March 31,2004		March 31,2003
	December 31,2004		December 31, 2003
Interest and Dividend Income
Loans	$	8161,~~864~~902	$	8254,~~613~~377
Taxable securities		76,~~660~~213		94,~~711~~882
Nontaxable securities		~~1,262~~765		~~1,354~~864
Dividends on securities		~~222~~172		~~180~~144
Federal funds sold and other		~~197~~154		~~590~~146
Subordinated debentures		40		0
Trust common securities		92		80
Total interest and dividend income		9169,~~245~~298		9460,~~448~~493
Interest Expense
Deposits		2116,~~740~~090		2714,~~687~~779
Federal funds purchased and securities sold under agreements to repurchase		~~737~~618		~~650~~448
FHLB advances & other borrowings		3,041		3,099
FHLB advances and other borrowings		2,248		1,997
Notes payable		1,~~496~~038		1,~~855~~021
Company obligated mandatorily redeemable preferred securities		2,602		3,771
Subordinated debentures		3,078		2,641
Subordinated debentures		1,609		0
Total interest expense		23,072		20,886
Total interest expense		31,225		37,062
Net Interest Income		46,226		39,607
Net Interest Income		60,020		57,386
Provision for Loan Losses		2,092		2,287
Provision for Loan Losses		3,156		3,386
Net Interest Income After Provision for Loan Losses		44,134		37,320
Net Interest Income After Provision for Loan Losses		56,864		54,000
Noninterest Income
Service charges and other fees		108,~~742~~716		97,~~857~~052
Gain on sale of loans, net		4,620		4,861
Net gain from sale of loans		1,939		3,686
Loan servicing fees, net		2,485		2,636
Loan servicing fees		2,110		1,525
Gain on sale of securities, net		~~1,296~~14		~~368~~1,067
Trust department income		1,~~549~~013		~~1,271~~957
Other		21,~~909~~387		31,~~509~~870
Total noninterest income		2315,~~601~~179		2216,~~502~~157
Noninterest Expense
Salaries and employee benefits		2619,~~404~~130		2417,~~658~~529
Occupancy expenses, net		32,~~283~~450		32,~~178~~145
Data processing		2,~~726~~106		21,~~769~~791
Equipment expenses		21,~~189~~625		21,~~123~~469
Advertising		32,~~080~~164		2,~~702~~050
Professional fees		21,~~376~~776		21,~~320~~651
Amortization of core deposit and other intangibles		1,131		1,420
Communication expense		1,136		1,119
Amortization and valuation adjustments of mortgage servicing rights acquired		1,998		9,267
Amortization of core deposit and other intangibles		764		732
Other		7,123		7,007
Amortization and valuation adjustments of mortgage servicing rights		1,375		1,426
Total noninterest expense		50,310		55,444
Other		3,539		3,640
Income Before Income Taxes and Minority Interest		30,155		21,058
Total noninterest expense		36,065		33,552
Income Taxes		10,958		7,874
Income Before Income Taxes and Minority Interests		23,248		19,925
Income Before Minority Interest		19,197		13,184
Provision for Income Taxes		8,215		7,261
Minority Interest in Net Income of Subsidiaries		432		479
Income Before Minority Interests		15,033		12,664
Net Income	$	18,765	$	12,705
Minority Interests		319		279
Basic and Diluted Earnings Per Common Share	$	145.47	$	96.09
Net Income	$	14,714	$	12,385
Cash Dividends Per Share Declared on Common Stock	$	4.95	$	4.50
Basic Earnings Per Common Share	$	116.23	$	96.41
Weighted Average Shares Outstanding – Basic and Diluted		124,608		125,110
Cash Dividends Per Share Declared on Common Stock	$	3.70	$	3.30
Weighted Average Shares Outstanding		123,802		124,952

See Notes to Condensed Consolidated Financial Statements.

GREAT WESTERN BANCORPORATION, INC.

Condensed Consolidated Statements of Cash Flows

For The ~~Nine~~Six Months Ended

(In thousands)

(unaudited)

	March 31,2004			March 31,2003
	December 31,2004			December 31, 2003
Cash Flow from Operating Activities
Net Cash Provided By (Used In) Operating Activities	$	18,335		$	(5,206	)
Net cash provided by operating activities	$	9,623		$	9,226
Investing Activities
Cash Flow from Investing Activities
Proceeds from maturities of certificate of deposit		99			—
Proceeds from maturities of certificates of deposit		0			398
Proceeds from sales and maturities of securities available for sale		67,861			65,777
Proceeds from sales and maturities of securities available for sale		118,052			147,624
Purchase of securities available for sale		(105,455	)		(123,018	)
Purchase of securities available for sale		(189,921	)		(136,282	)
Proceeds from sale of other real estate owned		790			2,686
Proceeds from sale of other real estate owned		2,860			3,383
Purchase of trust common securities		—			(693	)
Purchase of trust common securities		(1,467	)		0
Proceeds from redemption of trust common securities		631			—
Business acquisition (See below)		82,398			19,139
Net increase in loans		(98,604	)		(72,908	)
Net increase in loans		(103,366	)		(49,138	)
Proceeds from sale of premises and equipment		126			62
Proceeds from sale of premises and equipment		856			704
Purchase of premises and equipment		(6,229	)		(4,540	)
Purchase of premises and equipment		(5,827	)		(4,962	)
Purchase of a bank holding company, net of cash and cash equivalents acquired		4,766			—
Purchase of mortgage servicing rights		(21,~~321~~299	)		(~~294~~1,893	)
Net cash used in investing activities		(98137,~~736~~314	)		(19134,~~428~~527	)
Cash Flows from Financing Activities
Financing Activities
Proceeds from issuance of preferred securities and subordinated debentures		48,867			10,000
Retirement of subordinated debentures		(21,031	)		—
Net increase in deposits		28,094			43,941
Proceeds from issuance of preferred securities and subordinated debentures		—			23,093
Net increase (decrease) in federal funds purchased and securities sold under agreements to repurchase		17,689			(12,985	)
Net increase (decrease) in deposits		85,316			(10,604	)
Net increase in FHLB advances and other borrowings		2,440			24,649
Net increase (decrease) in federal funds purchased and securities sold under agreements to repurchase		(3,986	)		19,518
Proceeds from notes payable		172,655			32,500
Net increase in FHLB advances and other borrowings		43,836			69,201
Payment of other liabilities		(62,~~451~~921	)		(32,~~760~~914	)
Principal payments on notes payable		(175,598	)		(42,500	)
Dividends paid, including ($126) and ($83) paid to minority interests, respectively		(910	)		(833	)
Debt issuance cost incurred		(63	)		(9	)
Net cash provided by financing activities		100,304			97,461
Purchase of minority interest in subsidiaries		0			(2,876	)
Net decrease in cash and cash equivalents		(18,675	)		(42,272	)
Dividends paid, including ($146) and ($161) paid to minority interest, respectively		(1,400	)		(1,408	)
Retirement of common stock		(1,182	)		(121	)
Net cash provided by financing activities		85,051			47,431
Net increase (decrease) in cash and cash equivalents		(4,062	)		37,229
Cash and cash equivalents:
Beginning		107,159			69,278
Cash and Cash Equivalents - Beginning of Year		76,410			107,159
Ending	$	103,097		$	106,507
Cash and Cash Equivalents - End of Quarter	$	57,735		$	64,887
Supplemental Disclosures of Cash Flow Information:
Cash payments for interest	$	3222,~~024~~054		$	3920,~~169~~886
Cash payments for income taxes		116,~~773~~505			115,~~866~~683
Supplemental Schedules of Noncash Investing and Financing Activities:
Net change in unrealized gain (loss) on securities available for sale, net of deferred income taxes		(23,~~063~~289	)		~~908~~(4,204	)
Purchase of mortgage servicing rights for other liabilities		62,~~180~~262			32,~~956~~875
Loans transferred to other real estate owned and other assets		~~2,635~~380			~~1,044~~839
Deemed dividend to affiliate		0			(196	)
Business acquisitions, net of cash and cash equivalents acquired, allocated to:
Assets
Securities		0		$	390
Certificate of deposit	$	140			—
Loans, net	$	31,972			2,910
Securities		14,035			—
Other assets		249			22
Loans, net		53,555			—
Premises and equipment		1,870			65
Other assets		2,066			—
Core deposit intangibles and other		1,184			2,017
Premises and equipment		1,444			—
Goodwill		5,917			304
Core deposit intangibles and other		1,509			—
Goodwill		1,711			—
Liabilities assumed
Deposits		(~~123~~76,~~133~~686	)		~~(24,379~~—	)
Other liabilities		(457	)		(108	)
Notes payable		(2,386	)		—
Net cash and cash equivalents (received)	$	(82,398	)	$	(19,139	)
Other liabilities		(154	)		—
Net cash and cash equivalents (received)	$	(4,766	)		—

See Notes to Condensed Consolidated Financial Statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of presentation.

The consolidated financial statements include the accounts of Great Western Bancorporation, Inc. (“Great Western”) and its subsidiaries. All material intercompany accounts and transactions with subsidiaries are eliminated in consolidation.

The consolidated subsidiaries are as follows: Great Western Bank (100.0% owned), which is chartered in Omaha, Nebraska; Great Western Bank, (96.1% owned), which is chartered in Watertown, South Dakota; Great Western Bank, (100.0% owned), which is chartered in Clive, Iowa; Great Western Service Corporation, (100.0% owned by bank subsidiaries, excluding Great Western Bank, Omaha), a data processing organization. Great Western Bank, Omaha also owns 100.0% of GW Leasing, Inc., a leasing company. ~~GWB Capital Trust I, GWB Capital Trust II and GWB Capital Trust III were consolidated at June 30, 2003 and for the period ended December 31, 2003. See “Recent Accounting Pronouncements”.~~

The June 30, ~~2003~~ 2004 consolidated balance sheet has been derived from Great Western’s audited balance sheet as of that date. The consolidated financial statements as of ~~March~~December 31, 2004 and for the three months and ~~nine~~six months ended ~~March~~December 31, 2004 and 2003 are unaudited but include all adjustments (consisting only of normal recurring adjustments), which Great Western considers necessary for a fair presentation of financial position and results of its ~~operation~~operations and its cash flows for those periods. Certain information and note disclosures normally included in Great Western’s annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in Great Western’s Form 10-K annual report for ~~2003~~2004 filed with the Securities and Exchange Commission. Results for the three and ~~nine~~six months ended ~~March~~December 31, 2004 are not necessarily indicative of the results to be expected for future periods.

2. Earnings per common share.

Earnings per share have been computed on the basis of weighted average number of common shares outstanding during each period presented. Dividends accumulated or declared on cumulative and noncumulative preferred stock, which totaled $~~300~~38,000 and $~~322~~38,000 in the three months ended ~~March~~December 31, 2004 and 2003 and totaled $~~638~~325,000 and $~~683~~338,000 for the ~~nine~~six months ended ~~March~~December 31, 2004 and December 31, 2003, reduced earnings available to common stockholders in the computation. Great Western has no common stock equivalents.

3. Comprehensive Income.

Comprehensive income was $85,~~499~~882,000 and $45,~~369~~940,000 for the three months ended ~~March~~December 31, 2004 and 2003 and $1618,~~726~~003,000 and $138,~~613~~227,000 for the ~~nine~~ six months ended ~~March~~December 31, 2004 and ~~March~~December 31, 2003. The difference between comprehensive income and net income presented in the Consolidated Statements of Income is attributed solely to change in unrealized gains and losses on securities available for sale during the periods presented.

4. ~~Intangible~~Legal ~~Assets~~Proceedings.

OnGreat ~~October~~Western 1,and ~~2002,~~its ~~the~~subsidiary ~~Company~~banks ~~elected~~are ~~adoption~~from oftime ~~Financial~~to ~~Accounting~~time ~~Standards~~parties ~~Board~~to ~~(FASB)~~various ~~Statement~~legal ~~No.~~actions ~~147,~~arising ~~“Acquisitions~~in ~~of Certain Financial Institutions.” This Statement addresses~~ the ~~financial~~normal ~~accounting~~course ~~and reporting for the acquisition~~ of ~~all or part of a financial institution, except for a transaction between two or more mutual enterprises~~business. ~~This Statement removes acquisitions~~Management ofbelieves ~~financial~~there ~~institutions,~~is ~~other~~no ~~than~~proceeding ~~transactions~~threatened ~~between two~~ or ~~more~~pending ~~mutual~~against ~~enterprises,~~Great ~~from~~Western ~~the~~or ~~scope~~its ~~of FASB Statement No. 72~~subsidiaries, ~~“Accounting for Certain Acquisitions of Banking or Thrift Institutions”~~which, ~~and~~if ~~FASB~~determined ~~Interpretation No. 9~~adversely, ~~“Applying~~ ~~APB~~would ~~Opinions~~have ~~No. 16 and 17 When~~ a ~~Savings~~material ~~and~~adverse ~~Loan~~effect Association or a Similar Institution Is Acquired in a Business Combination Accounted for by the Purchase Method.” Transition provisions for previously recognized unidentifiable intangible assets were effective on ~~October~~its 1,financial ~~2002,~~condition ~~with~~or ~~earlier~~results ~~application permitted. The carrying amount~~ of an unidentifiable intangible asset shall continue to be amortized as set forth in paragraph 5 of Statement 72 after October 1, 2002, unless the transaction in which the asset arose was a business combinationoperations. If the transaction that gave rise to the unidentifiable intangible asset was a business combination, the carrying amount of the asset shall be reclassified to goodwill as of the later of the date of acquisition or the date Statement 142 was applied in its entirety.

5. Subsequent Event.

On December 28, 2004, final regulatory approval was received for the redemption of all outstanding non-voting, non-cumulative Series 3 preferred stock. The face amount of the non-voting, non-cumulative Series 3 preferred stock is $10,000,000 and will be redeemed within three months from the date final regulatory approval was received. The redemption will slightly decrease Great Western’s leverage ratio, Tier 1 risked-based capital ratio, and total risk-based capital ratio; however the ratios will remain above the minimum required levels.

Great Western has determined those unidentifiable intangible assets that arose from a business combination. In applying FASB Statement No. 147, Great Western has reclassified the carrying amount of unidentifiable intangible assets of $4,598,000 to goodwill as of July 1, 2002. As of March 31, 2004, total goodwill (including reclassified unidentifiable intangible assets of $4,598,000) was $51,847,000 and core deposit intangible and other was $3,361,000.

5. Legal Proceedings.

Great Western and its subsidiary banks are from time to time parties to various legal actions arising in the normal course of business. Management believes there is no proceeding threatened or pending against Great Western or its subsidiaries, which, if determined adversely, would have a material adverse effect on its financial condition or results of operation.

6. Business Acquisition.

On ~~October~~July 307, ~~2003~~2004, Great Western ~~Bank~~Bancorporation, ~~Clive~~Inc. entered into a contract to acquire ~~five~~all ~~branches~~of ~~located~~the incommon ~~Bethany,~~voting ~~Grant~~and ~~City,~~nonvoting ~~Milan,~~stock ~~Sheridan,~~of Oak Bancorporation and ~~Unionville,~~its ~~Missouri~~subsidiaries. ~~from~~Oak aBancorporation ~~national~~owned ~~bank~~100% ~~headquartered~~of inOakland ~~Missouri.~~State OnBank, ~~November 21~~Oakland, ~~2003~~Iowa, ~~Great~~and ~~Western~~Security State Bank, ~~Clive~~Red ~~amended the contract to acquire another branch in Albany~~Oak, ~~Missouri~~ Iowa. The ~~six~~purchase ~~branches~~closed ~~are~~on ~~located~~November in5, or2004. ~~near~~Oak ~~the~~Bancorporation ~~geographic~~was ~~operating~~merged ~~market~~into of Great Western ~~Bank~~ Bancorporation, ~~Clive~~Inc. ~~The purchase closed February 23~~, ~~2004.~~Oakland AsState aBank ~~result~~was ofmerged ~~the~~into ~~acquisition,~~ Great Western ~~expects~~Bank, ~~the~~Omaha, ~~acquisition will enhance its operating market~~ and ~~reduce~~Security ~~costs~~State ~~through~~Bank ~~economies~~was ofmerged ~~scale.~~into ~~The~~Great ~~results~~Western ofBank, ~~operation~~Clive ofon the ~~six branches after the~~ date of ~~acquisition are included in the consolidated financial statements~~closing. ~~The total amount of goodwill is expected to be deductible for tax purposes. The average amortization period for the core deposit and other intangible assets is five years.~~

AThe ~~summary~~final ofpurchase price is contingent upon the ~~fair~~actual ~~value~~collection of ~~net~~certain ~~assets~~classified ~~acquired~~loans and ~~net~~the ~~cash~~settlement ~~and~~of ~~cash~~any liabilities ~~equivalents~~not ~~received~~disclosed ~~(in~~on ~~thousands)~~the books of Oak Bancorporation at closing. The final purchase price will be determined on November 5, 2005. The amount of goodwill recognized for the ~~date~~purchase of ~~acquisition~~Oakland isBancorporation asmay ~~follows:~~be adjusted based upon the final purchase price.

	Branches
Assets acquired:
Loans, net	$	31,972
Other assets		249
Premises and equipment		1,870
Core deposit intangible and other		1,184
Goodwill		5,917
Liabilities assumed:
Deposits		(123,133	)
Other liabilities		(457	)
Net cash and cash equivalents received	$	(82,398	)

Great Western expects the acquisition will enhance its operating market and reduce costs through economies of scale. The results of operation of Oak Bancorporation after the date of acquisition are included in the consolidated financial statements. The average amortization period for the core deposit and other intangible assets is five years.

A summary of the fair value of net assets acquired and net cash paid (in thousands) on the date of acquisition is as follows:


	Oak Bancorporation
Assets acquired:
Certificate of deposit	$	140
Securities		13,972
Loans, net		53,555
Other assets		2,066
Premises and equipment		1,444
Core deposit intangible and other		1,241
Goodwill		1,711

Liabilities assumed:
Deposits		(76,686	)
Notes payable		(2,386	)
Other liabilities		(154	)

Net cash and cash equivalents received	$	(5,097	)

On June 28, 2004, Great Western Bank, Omaha, entered into an agreement to merge with First State Bancorp, Inc., and its subsidiary, Farmers Bank of Portageville. The closing date was December 9, 2004. Pursuant to the terms of the agreement to merge, Great Western Bank, Omaha retained the Federal Home Loan Bank Stock and the Missouri banking charter of First State Bancorp, Inc. All other assets and liabilities were assumed by a third party.

As a result of the acquisition, Great Western Bank, Omaha is authorized to operate a banking business in the State of Missouri.

A summary of the fair value of net assets acquired and net cash paid (in thousands) on the date of acquisition is as follows:


	First State Bancorp, Inc.
Assets acquired:
Securities	$	63
Other intangible assets		268

Net cash paid	$	331

7. Financing Activities.

~~Great~~On ~~Western~~August ~~issued $25~~18,~~774,000~~ ~~in subordinated debentures on March 31,~~ 2004 ~~to GWB Capital Trust V (“GWB V”) a variable interest entity~~, ~~of which~~ Great Western ~~owns~~redeemed ~~100% of the common securities disclosed as Investment in affiliates. GWB V issued 25,000 shares,~~ $121,031,000 ~~par~~of ~~value~~Debentures offrom GWB Capital Trust ~~Pass-Through Securities (Preferred Securities) through a private placement~~I. ~~The~~GWB ~~distribution~~Trust ~~rate~~I isredeemed ~~set~~all ~~quarterly~~outstanding atCommon ~~three-month~~Securities ~~LIBOR plus 270 basis points. Distribution payment dates are January 23~~(63,093 ~~April~~shares) ~~23, July 23~~ and ~~October~~ 23Preferred ofSecurities ~~each year~~(2, ~~beginning April 23~~040,000 ~~2004~~shares) ~~and are payable in arrears. GWB V may,~~ at ~~one or more times, defer interest payments on~~ the ~~capital~~$10 ~~securities~~par ~~for~~value upplus ~~to 5 consecutive years following suspension of dividends on all other capital stock of Great Western. At the end of any deferral period, all~~ accumulated and unpaid distributions ~~must be paid~~. ~~The~~Great ~~Preferred~~Western ~~Securities~~owned ~~will~~100% beof ~~redeemed April 23, 2034; however,~~ the ~~Company has the right to redeem the securities in whole or in~~ ~~part~~Common ~~on or after April 23, 2009. GWB V has the right to redeem the Preferred~~ Securities ~~in whole, but not in part, at any Interest Payment Date, at a premium as defined by the Indenture Agreement if a Special Event occurs prior to April 23, 2009~~. ~~A “Special Event” means any Capital Treatment event or an Investment Company Event. Holders of the Preferred Securities have no voting rights.~~ The ~~Preferred~~accumulated ~~Securities are unsecured and rank junior in priority of payment to all of Great~~ ~~Western’s senior indebtedness and senior to Great Western’s common and preferred stock.~~

~~Great~~ and ~~Western~~unpaid ~~issued~~distributions ~~$23,093,000 in subordinated debentures~~ on ~~December 17, 2003 to Great Western Statutory Trust IV (“GWST IV”) a variable interest entity, of which Great Western owns 100% of~~ the ~~common~~Common ~~securities~~and ~~disclosed~~Preferred asSecurities ~~Investment~~on inAugust ~~affiliates. GWST IV issued 22~~18,~~400~~ ~~shares,~~2004 were $16,000 par value of Capital Trust Pass-Through Securities (Preferred Securities) through a private placement. The distribution rate is set quarterly at three-month LIBOR plus 285 basis points. Distribution payment dates are March 17, June 17, September 17 and ~~December 17 of each year~~$187, ~~beginning March 17~~000, ~~2004 and are payable in arrears~~respectively. ~~GWST~~The IVtotal ~~may,~~distributions atfor ~~one or more times, defer interest payments on~~ the redemption ~~capital securities for up to 5 consecutive years following suspension~~ of ~~dividends on all other capital stock of Great Western. At~~ the ~~end of~~Common ~~any~~Securities ~~deferral~~were ~~period~~$637,000 ~~all accumulated~~ and ~~unpaid distributions must be paid. The Preferred Securities will be redeemed thirty years from~~ the ~~issuance~~total ~~date;~~distributions ~~however,~~for the ~~Company has the right to redeem the securities in whole or in part on or after December 17, 2008. GWST IV has the right to redeem the~~ Preferred Securities inwere ~~whole~~$20, ~~but not in part~~587, ~~at any Interest Payment Date, at a premium as defined by the Indenture Agreement if a Special Event occurs prior to December 17, 2008~~000. ~~A “Special Event” means any Capital Treatment event, an Investment Company Event or a Tax Event. Holders of the Preferred Securities have no voting rights.~~ The ~~Preferred~~distributions ~~Securities~~were ~~are~~made ~~unsecured~~from ~~and~~cash ~~rank~~on ~~junior in priority of payment to all of the Great Western’s senior indebtedness and senior to Great Western’s common and preferred stock~~hand.

The sole assets of GWB V and GWST IV are junior subordinated deferrable interest debentures issued by Great Western with interest and maturity provisions similar in term to the respective Preferred Securities. GWB V and GWST IV’s ability to pay amounts due on the Preferred Securities is solely dependent upon Great Western making payment on the related junior subordinated debentures. Great Western’s obligation under the debentures and relevant trust agreement constitute a full, irrevocable and unconditional guarantee on a subordinated basis by it of the obligations of the trust under the Preferred Securities.

In adopting FASB Interpretation No. 46, Great Western deconsolidates GWB V and GWST IV and reports the junior subordinated deferrable debentures as debt in the accompanying consolidated financial statements. For regulatory purposes, the Preferred Securities qualify as elements of capital for Great Western. Proceeds from the issue were used for general corporate purposes. See “Recent Accounting Pronouncements”.

8. Recent Accounting Pronouncements.

Effective ~~January~~March 131, ~~2003~~2004, ~~the~~Emerging ~~initial~~Issues ~~recognition~~Task ~~and~~Force ~~measurement~~Issue ~~provisions of FASB Interpretation~~ No. 4503-1 “~~Guarantor’s~~The ~~Accounting~~Meaning ~~and Disclosure~~of ~~Requirements~~Other-Than-Temporary ~~for~~Impairment ~~Guarantees,~~and Its ~~Including~~Application ~~Guarantees~~to ofCertain ~~Indebtedness~~Investments” of(“EITF ~~Others~~03-1”) ~~applied~~was toissued. ~~Great~~EITF ~~Western.~~03-1 ~~This~~provides ~~Interpretation~~guidance ~~elaborates~~for ondetermining the ~~disclosures~~meaning toof be“other-than-temporarily ~~made~~impaired” byand ~~a guarantor about~~ its ~~obligations~~application ~~under~~to certain ~~guarantees~~debt ~~issued. It~~and ~~also~~equity ~~clarifies~~securities ~~that~~within the ascope ~~guarantor~~of isStatement ~~required~~of toFinancial ~~recognize,~~Accounting atStandards ~~the~~No. ~~inception~~115 of“Accounting afor ~~guarantee,~~Certain aInvestments ~~liability~~in ~~for~~Debt ~~the~~and ~~fair~~Equity ~~value~~Securities” of(“SFAS ~~the~~115”) ~~obligation~~and ~~undertaken~~investments inaccounted ~~issuing~~for under the ~~guarantee~~cost method. The ~~Interpretation~~guidance ~~also~~requires ~~identifies~~that investments ~~several~~which ~~situations~~have ~~where~~declined ~~the recognition~~in ofvalue adue ~~liability~~to atcredit ~~inception~~concerns ofor asolely ~~guarantor’s~~due ~~obligation~~to ischanges ~~not~~in ~~required.~~interest ~~The~~rates ~~Interpretation~~must ~~expands~~be onrecorded as other-than-temporarily impaired unless the ~~accounting~~corporation ~~guidance~~can ofassert ~~FASB~~and ~~Statement~~demonstrate ~~No.~~its 5intention ~~“Accounting~~to hold the security for ~~Contingencies,”~~a period ~~FASB~~of ~~Statement~~time ~~No.~~sufficient 57to ~~“Related Party~~allow ~~Disclosures”~~for ~~and~~a ~~FASB~~recovery ~~Statement~~of ~~No.~~fair ~~107~~value ~~“Disclosures~~up ~~about~~to ~~Fair~~or ~~Value~~beyond the cost of ~~Financial~~the ~~Instruments~~investment,” ~~and~~which ~~supercedes~~might ~~FASB~~mean ~~Interpretation No~~maturity. 34This ~~“Disclosure~~Issue ofalso ~~Indirect~~requires ~~Guarantees~~disclosures ofassessing ~~Indebtedness~~the ofability ~~Others.”~~and ~~The~~intent ~~adoption~~to ~~of this~~hold ~~Interpretation~~investments ~~did~~in ~~not~~instances ~~have~~in awhich ~~material~~an investor ~~effect~~determines onthat ~~Great~~an ~~Western’s~~investment ~~financial~~with ~~position,~~a ~~liquidity~~fair orvalue ~~results~~less ofthan ~~operation~~cost is not other-than-temporarily impaired.

InOn ~~January~~September ~~2003~~30, 2004, the FASB ~~issued~~decided ~~Interpretation~~to ~~No.~~delay 46the ~~“Consolidation~~effective ofdate ~~Variable~~for ~~Interest~~the ~~Entities”~~measurement ~~(“FIN 46”). This Interpretation was issued in an effort to expand upon~~ and ~~strengthen~~recognition ~~existing accounting~~ guidance ~~that~~contained ~~addresses when a company should include~~ in ~~its~~Issue ~~financial statements the assets, liabilities and activities of another entity~~03-1. InThis ~~general,~~delay ~~a variable interest entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either (i)~~ does not ~~have~~suspend ~~equity investors with voting rights or (ii) has equity investors that do not provide sufficient financial resources for~~ the ~~entity~~requirement to ~~support~~recognize ~~its activities. A variable interest entity often holds financial assets, including loans or receivables, real estate or~~ other-than-temporary ~~property.~~impairments Toas ~~further assist financial statement users in assessing a company’s risks, the Interpretation also requires disclosures about variable interest entities that the company is not~~ required toby ~~consolidate~~existing ~~but~~authoritative ~~in which it has a significant variable interest~~literature. The ~~consolidation~~disclosure ~~requirements~~guidance of FIN 46 apply immediately to variable interest entities created after January 31, 2003. Great Western adopted FIN 46 for the quarter ended December 31, 2003. Great Western has disclosed the investment in ~~GWST~~Issue IV03-1 ~~and~~was ~~GWB V on a deconsolidated basis. Adoption of FIN 46 did~~ not ~~have a significant impact to Great Western’s financial position, cash flows or results of operation~~delayed.

10 ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The requirements of Fin 46 are applied by the end of the first interim or annual period ending after March 15, 2004 for entities created before February 1, 2003. At its October 8, 2003 meeting, the FASB agreed to defer the effective date of FIN 46 for variable interests held by public companies in all entities that were acquired prior to February 1, 2003. The deferral required that public companies adopt the provisions of FIN 46 for periods ending after December 31, 2003. In the quarter ended March 31, 2004 Great Western implemented the requirement for the investment in GWB Capital Trust I, GWB Capital Trust II, and GWB Capital Trust III. The primary impact of this change was to report Great Western’s subordinated debt to the trusts on the face of the accompanying balance sheet rather than the minority interest in the trusts, as previously presented.

The Financial Accounting Standards Board has published a revision to Interpretation 46 (“FIN 46R”) to clarify provisions of FIN 46, and to exempt certain entities from its requirements. Application of FIN 46R(or FIN 46) is required in financial statements of public entities that have interests in structures that are commonly referred to as special-purpose entities for periods ending after December 15, 2003. Great Western adopted FIN 46R for the quarter ended December 31, 2003. Adoption of FIN 46R did not have a significant impact to Great Western’s financial position, cash flows or results of operation.

In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”. (“FASB No. 150”) This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity.

FASB No. 150 requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatorily redeemable financial instruments of nonpublic entities. The adoption of FASB No. 150 did not have a material effect on Great Western’s financial position, liquidity or results of operation.

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

GENERAL

Great Western is a multi-bank holding company organized under the laws of Iowa whose primary business is providing trust, commercial, consumer, and mortgage banking services through its Nebraska, South Dakota and Iowa based subsidiary banks. Substantially all of Great Western’s income is generated from banking operations.

The Company’s fiscal year end is June 30.

CRITICAL ACCOUNTING POLICIES

Great Western’s critical accounting policies involving the more significant judgments and assumptions used in the preparation of the consolidated financial statements as of ~~March~~December 31, 2004, have remained unchanged from June 30, ~~2003~~2004. These policies involve the provision and allowance for loan losses, and valuation of mortgage servicing rights and intangibles. Disclosure of these critical accounting policies is incorporated by reference under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of ~~Operation~~Operations” in Great Western’s Annual report on Form 10-K for Great Western’s fiscal year ended June 30, ~~2003~~2004.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Average assets were $2,~~220~~528,~~700~~207,000 for the ~~nine~~six months ended ~~March~~December 31, 2004 compared to $2,~~069~~183,~~665~~776,000 (as revised to be comparable to current year calculations) for the ~~nine~~six months ended ~~March~~December 31, 2003, a 715.3077% increase. Average interest-earning assets were $2,~~049~~333,~~610~~479,000 for the ~~nine~~six months ended December 31, 2004 and $2,015,043,000 (as revised to be comparable to current year calculations) for the six months ended ~~March~~December 31, 2003, representing a 15.80% increase. Average assets and average interest-earning assets increased due to internal growth and acquisitions.

11Total assets were $2,632,084,000 at December 31, 2004, an increase of $202,175,000 or 8.32% from June 30, 2004. The increase in total assets is due to a $56,746,000 or 15.55% increase in securities available for sale and a $153,872,000 or 8.40% increase in loans, net of unearned fees and allowance for loan losses. The increase in securities available for sale and loans, net of unearned fees and allowance for loans losses, is a result of internal growth and acquisitions.

Securities available for sale were $421,593,000 at December 31, 2004, and $1364,~~900~~847,~~062~~000 at June 30, 2004. The increase of $56,746,000 or 15.55% was due to internal growth and acquisitions. Securities available for ~~the~~sale ~~nine~~with ~~months~~unrealized ~~ended~~losses ~~March~~were 31$222,208,000 ~~2003~~at December 31, ~~representing~~2004 awith ~~7.87%~~total ~~increase~~unrealized losses of $3,139,000. ~~Average~~Securities ~~assets~~available ~~and~~for sale ~~average~~with ~~interest-earning~~unrealized ~~assets~~losses ~~increased~~were ~~due~~$278,210,000 toat ~~internal~~June ~~growth~~30, ~~and~~2004 anwith ~~acquisition~~total unrealized losses of $~~123~~8,~~591~~203,000. The unrealized losses for longer than twelve continuous months were $1,033,000 at December 31, 2004 and $620,000 at June 30, 2004. The losses for all such securities are a direct result of ~~assets~~changes in ~~February~~interest ~~2004~~rates. Great Western has the ability and intent to hold these securities for a period of time sufficient to allow for a recovery in fair value.

~~Total~~Loans, ~~assets~~net ~~were~~of unearned fees, grew $2153,~~380~~872,~~771,~~000 ator ~~March~~8.40% during the six months ended December 31, 2004, andue ~~increase~~to internal growth and acquisitions. Included are loans originated for resale of $~~232~~10,~~702~~114,000 orat ~~10.83%~~December ~~from~~31, ~~June 30~~2004, ~~2003.~~a ~~The~~decrease ~~increase~~of in$2,226,000 ~~total~~when ~~assets~~compared ~~is due~~ to a $6212,~~362~~340,000 orat 19June 30, 2004.~~92%~~ ~~increase~~The decrease in ~~securities~~loans ~~available~~ originated for ~~sale~~resale ~~and~~is adue ~~$152,191,000~~to orthe ~~9.51%~~decline ~~increase~~ in ~~loans,~~the ~~net~~volume of ~~unearned~~mortgages ~~fees~~originated ~~and~~during ~~allowance~~the ~~for~~six ~~loan~~months ~~losses~~ended December 31, 2004.

~~Cash~~Mortgage ~~and~~servicing ~~cash~~rights, ~~equivalents (cash~~net, ~~due~~were ~~from banks~~$16,741,000 ~~federal~~at ~~funds~~December ~~sold~~31, ~~and~~2004, ~~FHLB~~an ~~overnight~~increase ~~deposits)~~of ~~decreased~~ $42,~~062~~184,000 or 3 15.7900%, ~~due~~from toJune $630,~~451,000~~ in2004. ~~mortgage~~Mortgage servicing ~~loan~~rights increased ~~payoffs,~~due ~~resulting~~to ~~from~~purchases aof ~~low market mortgage interest rate environment, and a~~ $623,~~362~~559,000, orless ~~19.92%~~valuation ~~increase~~adjustments inand ~~securities.~~amortization ~~This~~expense ~~was~~of ~~offset by~~ $481,~~867~~375,000 ofrecognized ~~proceeds~~during ~~from~~ the ~~issuance~~six ~~of subordinated~~months ~~debentures~~ended ofDecember ~~Capital~~31, ~~Trust IV and V~~2004.

~~Loans,~~The ~~net~~allowance offor ~~unearned~~loan ~~fees,~~losses ~~grew~~increased by $~~152~~3,~~191~~102,000 orto ~~9.51%~~$25,745,000 ~~during~~at ~~the~~December ~~nine months ended March~~ 31, 2004 ~~due~~from to$22,643,000 ~~internal~~at ~~growth~~June ~~and~~30, ~~an acquisition~~2004. The ~~Included~~increase ~~are~~primarily ~~loans~~resulted ~~originated~~from ~~for~~the ~~resale~~acquisition of $92,~~529~~026,000 atin ~~March~~allowance ~~31,~~for ~~2004,~~loan alosses ~~decrease~~from ~~of $17,872,000~~Oak ~~when~~Bancorporation. ~~compared~~The toallowance ~~$27,401,000~~represented at1.28% ~~June~~and ~~30, 2003~~1.22% ~~The~~of ~~decrease~~loans, innet ~~loans~~of ~~originated~~unearned ~~for~~fees ~~resale~~as isof ~~due~~December to31, ~~the~~2004 ~~increase~~and inJune ~~mortgage~~30, ~~rates~~2004.

~~Mortgage~~For ~~servicing~~the ~~rights~~six months ended December 31, ~~net~~2004, ~~were~~Great ~~$11~~Western’s annualized return on average assets (“ROA”) was 1.16%,~~772~~ compared to 1.13% (as revised to be comparable to current year calculations) for the six months ended December 31,~~000~~ at2003. ~~March~~Return on average stockholders’ equity (“ROE”) for the six months ended December 31, 2004, anand ~~increase~~2003 ofwas ~~$6,498,000~~19.72% orand ~~123~~19.2158%, ~~from~~(as ~~June~~revised 30to be comparable to current year calculations), ~~2003~~respectively. ~~Mortgage~~The ~~servicing~~increases ~~rights increased~~in ROA and ROE are due to ~~purchases~~an of18.81% ~~$8,500,000~~increase ~~plus~~in anet ~~$3,016,000~~income ~~valuation~~for ~~adjustment~~the ~~offset~~six bymonths $5ending December 31,~~015,000~~ 2004 compared to a 15.77% increase in ~~amortization~~average ~~expense~~assets and ~~$3,000~~a ~~of sales~~17.98% ~~See~~increase ~~“Noninterest~~in ~~Expense”~~average equity from the same period a year ago.

~~The~~Cash ~~allowance~~and ~~for~~cash ~~loan~~equivalents, ~~losses~~certificates ~~increased~~of todeposit ~~$22,383,000~~and atsecurities ~~March~~available ~~31,~~for ~~2004~~sale ~~from~~totaled $21479,~~251~~468,000 ator ~~June 30, 2003~~18. ~~The allowance represented 1.26~~22% ~~and 1.31%~~ of ~~loans,~~total ~~net~~assets ofat ~~unearned~~December ~~fees~~31, as2004, compared ofto ~~March 31~~$441,356,000 ~~2004~~or ~~and~~18.16% at June 30, ~~2003~~2004.

~~For~~At December ~~the nine months ended March~~ 31, 2004, the Company’s ~~annualized~~leverage ~~return~~ratio ~~on average assets (“ROA”)~~ was 16.1315%, ~~compared~~Tier to1 0risk-based capital ratio was 7.8035%, ~~for~~and ~~the nine~~total ~~months~~risk-based ~~ended~~capital ~~March~~ratio ~~31,~~was ~~2003~~11.80%, ~~Return~~compared onto ~~average~~minimum ~~stockholders’~~required ~~equity~~levels ~~(“ROE”)~~of 4% for ~~the~~leverage ~~nine~~and ~~months~~Tier ~~ended~~1 ~~March~~risk-based ~~31,~~capital ~~2004~~ratios and 8% ~~2003~~for ~~was~~total ~~19.82%~~risk-based ~~and~~capital ~~14.50%~~ratio, ~~respectively.~~subject ~~The~~to ~~increases~~change inat ~~ROA~~the ~~and~~discretion ~~ROE~~of ~~are~~regulatory ~~due~~authorities to aimpose ~~47.69%~~higher ~~increase~~standards in ~~net income~~individual ~~for~~cases. ~~the~~At ~~nine~~December ~~months ending March~~ 31, 2004, ~~when~~the ~~compared~~Company tohad ~~the~~net ~~same~~risk-weighted ~~period~~assets aof ~~year ago~~$2,122,127,000.

~~Cash~~RESULTS ~~and~~OF ~~cash~~OPERATIONS equivalents, certificates of deposit and securities available for sale totaled $478,694,000 or 20.11% of total assets at March 31, 2004, compared to $420,394,000 or 19.57% at June 30, 2003. The increase occurred primarily due to a $62,362,000 increase in securities available for sale and a $2,367,000 increase in federal funds sold and FHLB overnight deposits.

AtComparison ~~March 31, 2004, the Company’s leverage ratio was 5.88%, Tier 1 risk-based capital ratio was 7.06%, and total risk-based capital ratio was 13.43%, compared to minimum required levels~~ of ~~4% for leverage and Tier 1 risk-based capital ratios and 8% for total risk-based capital ratio, subject to change at~~ the ~~discretion~~Three ofMonths ~~regulatory~~Ended ~~authorities~~December ~~to impose higher standards in individual cases. At March~~ 31, 2004, ~~the~~and ~~Company~~December ~~had net risk-weighted assets of $1~~31,~~858,182,000~~ 2003.

RESULTS OF OPERATION

Comparison of the Three Months Ended March 31, 2004 and March 31, 2003.

Net Interest Income

Total interest income for the three months ended ~~March~~December 31, 2004 was $3035,~~753~~815,000, aan 118.8440% increase from $30,~~198~~248,000 for the three months ended ~~March~~December 31, 2003. The ~~slight~~ increase was due to an increase of $4,699,000 in interest earned on loans, ~~offset~~and byan aincrease ~~decrease~~of $832,000 in interest earned on ~~federal~~ ~~funds~~taxable ~~sold~~securities. ~~and~~The ~~FHLB~~primary ~~overnight~~cause ~~deposits,~~for ~~and~~the ~~securities~~increase ~~for~~in ~~the~~interest ~~current~~income earned ~~fiscal~~on ~~period~~loans ~~when~~and ~~compared~~taxable tosecurities is the ~~same~~increase ~~fiscal~~in ~~period~~average ~~one~~interest-earning ~~year ago~~assets. Average interest-earning ~~bearing~~ assets were $2,~~118~~394,~~745~~030,000 for the three months ended ~~March~~December 31, 2004;, an increase of $~~204~~371,~~464~~048,000 or 1018.6834% from $12,~~914~~022,~~281~~982,000 for the three months ended ~~March~~December 31, 2003.

Total interest expense for the three months ended ~~March~~December 31, 2004 was $1011,~~340~~902,000, a 816.6742% ~~decrease~~increase from $1110,~~321~~223,000 for the three months ended ~~March~~December 31, ~~2003.~~

1211

2003. The ~~decrease~~increase ~~was~~is ~~the~~primarily ~~result~~due ofto ~~lower~~a $1,294,000 increase in interest ~~rates~~expense ~~paid~~on deposits and an $189,000 increase in interest expense on FHLB advances and other borrowings. The primary cause for the increase in the interest ~~bearing~~expense on deposits and ~~notes~~FHLB ~~payable~~advances ~~than~~and inother borrowings is the ~~same period~~increase ain ~~year~~average ~~ago~~interest-bearing liabilities. Average interest -bearing liabilities were $12,~~891~~148,~~661~~043,000 for the three months ended ~~March~~December 31, 2004;, an increase of $~~188~~350,~~441~~835,000 or 1119.0652% from $1,~~703~~797,~~220~~208,000 for the three months ended ~~March~~December 31, 2003.

Net interest income was $2023,~~413~~913,000 for the three months ended ~~March~~December 31, 2004, compared to $1820,~~877~~025,000 for the same period in 2003, an increase of 8 19.1442%. Great Western’s net interest margin ~~decreased~~increased to 34.8500% for the three months ended ~~March~~December 31, 2004 from 3.9096% for the three months ended ~~March~~December 31, 2003. The ~~decrease~~ increase in the net interest margin was caused by a ~~smaller~~larger increase in ~~net~~ interest income when compared to the increase in ~~the average~~ interest ~~earning assets~~expense.

Provision for Loan Losses

The provision for loan losses for the three months ended ~~March~~December 31, 2004 was $~~869~~1,236,000, compared to $~~857~~1,332,000 for the three months ended ~~March~~December 31, 2003. The ~~increase~~ decrease was due to ana ~~increase~~decline in estimated loan losses for the current period offset by the growth in loans.

Noninterest Income

Noninterest income for the three months ended ~~March~~December 31, 2004 was $7,~~440~~654,000, aan ~~decrease~~increase of $~~985~~808,000 or 11.6980% over the same period last fiscal year. The ~~decrease~~increase resulted primarily from aan $~~881~~803,000 ~~decrease~~increase in ~~gain~~services oncharges ~~the sale of loans~~ and ~~a $898,000~~other ~~decrease in Other~~fees. The ~~latter~~increase ~~decrease~~in ~~was~~service ~~mostly~~charges ~~related~~and toother afees ~~decrease~~is ina ~~net~~function ~~gain on sale~~ of ~~other~~the increased ~~real~~number ~~estate~~ and ~~other~~type ~~assets.~~of ~~These~~deposit ~~decreases~~accounts ~~were~~that ~~offset~~resulted byfrom ~~a $476~~acquisitions,~~000~~ ~~increase~~internal ingrowth, ~~service charges~~ and ~~other~~de ~~fees~~novo ~~and~~branch ~~$211,000 increase in Trust department income~~expansion.

Noninterest Expense

Noninterest expense for the three months ended ~~March~~ December 31, 2004 was $1618,~~753~~380,000, aan ~~decrease~~increase of $1,~~568~~780,000 or 810.5672% ~~for~~over the ~~current fiscal period when compared to the~~ same ~~fiscal~~ period ~~one~~last fiscal year ~~ago~~. The ~~decrease~~increase resulted primarily from a $21,~~008~~033,000 ~~decrease~~increase in ~~amortization~~salaries and ~~valuation~~employee ~~adjustment of~~benefits ~~mortgage~~expense, ~~servicing~~a ~~rights~~$207,000 increase in occupancy expense, and an $186,000 increase in advertising expense.

~~The~~Salaries ~~amortization~~ and ~~valuation~~ ~~adjustment~~employee benefits expense ofincreased ~~mortgage~~by ~~servicing rights decreased~~ $21,~~008~~033,000 or 11.90%, to $~~571~~9,711,000 for the three months ended ~~March~~December 31, 2004 from $28,~~579~~678,000 for the three months ended ~~March~~December 31, 2003. ~~Mortgage~~Contributing ~~servicing costs were down due~~ to athis ~~higher stabilized~~increase ~~rate~~is ~~market~~the increase in ~~2004~~staffing ~~which~~levels ~~reduced~~as ~~mortgage~~a ~~payoff~~result ~~activity~~of ~~levels~~acquisitions ~~compared~~and toexpansion ~~those~~through inde novo ~~2003~~branches.

AOccupancy ~~decline~~expense inincreased ~~mortgage~~by ~~interest~~$207,000 ~~rates~~or 19.49% into ~~future~~$1,269,000 ~~periods~~for ~~may~~the ~~result~~three inmonths ~~further~~ended ~~changes~~December in31, ~~prepayment~~2004 ~~rates~~from $1,062,000 ~~acceleration~~for inthe ~~amortization~~three ~~expenses~~months ended December 31, ~~and~~2003. an The increase inis ~~the~~a ~~valuation~~result ~~allowance~~of ~~for~~acquisitions ~~mortgage~~and ~~servicing~~expansion ~~rights~~through de novo branches.

Advertising expense increased by $186,000 or 19.96% to $1,118,000 for the three months ended December 31, 2004 from $932,000 for the three months ended December 31, 2003. The increase is due to promotion of new branches and new products.

Income Taxes

Income taxes for the three months ended ~~March~~December 31, 2004 and ~~March~~December 31, 2003 were $34,~~697~~238,000 and $23,~~989~~236,000. The increase is due to a 2533.9470% or $23,~~107~~012,000, increase in pretax net income, offset by a decrease in the effective tax rate. The effective tax rates for the ~~periods~~three months ended December 31, 2004 and December 31, 2003, were 3635.1346% and 36.7920%, respectively. ~~These~~ The effective ~~tax~~income tax rates are ~~impacted~~lower byfor ~~items~~the of2004 ~~income~~period ~~and~~compared ~~expense~~to ~~that~~the ~~are~~2003 ~~not~~period ~~subject~~due to ~~federal~~higher orlevels ~~state~~of ~~taxation~~tax-exempt interest income and tax credits.

~~Comparison~~12 ~~of the Nine Months Ended March 31, 2004 and March 31, 2003.~~

Net Interest Income

Total interest income for the nine months ended March 31, 2004 was $91,245,000, a 3.39% decrease from $94,448,000 for the nine months ended March 31, 2003. The decrease was due to a decrease of $749,000 in interest earned on loans and a decrease of $2,051,000 in interest earned on taxable securities. Average interest earning assets were $2,049,610,000 and $1,900,062,000 for the nine months ended March 31, 2004 and nine months ended March 31, 2003, respectively. Average interest earning assets increased between periods by $149,548,000 or 7.87%.

~~Total~~Comparison ~~interest expense for the nine months ended March 31, 2004 was $31,225,000, an 15.75% decrease from $37,062,000 for the nine months ended March 31, 2003. The decrease was the result~~ of ~~lower interest rates paid for interest bearing deposits during fiscal 2003 when compared to~~ the ~~same~~Six ~~period~~Months aEnded ~~year~~December ~~ago. Average interest bearing liabilities were $1,814,744,000 and $1,669,241,000 for the nine months ended March~~ 31, 2004 and ~~nine~~December ~~months ended March~~ 31, 2003~~, respectively~~. ~~Average interest bearing liabilities increased between periods by $145,503,000 or 8.72%.~~

Net ~~interest~~Interest ~~income~~Income was $60,020,000 for the nine months ended March 31, 2004, compared to $57,386,000 for the same period in 2003, an increase of 4.59%. Great Western’s net interest margin decreased to 3.90% for the nine months ended March 31, 2004 from 4.00% for the nine months ended March 31, 2003. The decrease in the net interest margin was caused by a smaller increase in the net interest income when compared to the increase in the average interest earning assets.

Total interest income for the six months ended December 31, 2004 was $69,298,000, a 14.56% increase from $60,493,000 for the six months ended December 31, 2003. The increase was due to an increase of $7,525,000 in interest earned on loans and an increase of $1,331,000 in interest earned on taxable securities. The primary cause for the increase in interest income earned on loans and taxable securities is the increase in average interest-earning assets. Average interest-earning assets were $2,333,479,000 for the six months ended December 31, 2004, an increase of $318,436,000 or 15.80% from $2,015,043,000 for the six months ended December 31, 2003.

Total interest expense for the six months ended December 31, 2004 was $23,072,000, a 10.47% increase from $20,886,000 for the six months ended December 31, 2003. The increase is due to a $1,311,000 increase in interest expense on deposits and a $437,000 increase in interest expense on the subordinated debentures. The primary cause for the increase of the interest expense on deposits and subordinated debentures is the increase in average interest-bearing liabilities. Average interest-bearing liabilities were $2,103,743,000 for the six months ended December 31, 2004, an increase of $327,904,000 or 18.46% from $1,775,839,000 for the six months ended December 31, 2003.

Net interest income was $46,226,000 for the six months ended December 31, 2004, compared to $39,607,000 for the same period in 2003, an increase of 16.71%. Great Western’s net interest margin increased to 3.96% for the six months ended December 31, 2004 from 3.93% for the six months ended December 31, 2003. The increase in the net interest margin was caused by a larger increase in interest income when compared to the increase in interest expense.

Provision for Loan Losses

The provision for loan losses for the ~~nine~~ six months ended ~~March~~December 31, 2004, was $32,~~156~~092,000, compared to $32,~~386~~287,000 for the ~~nine~~six months ended ~~March~~December 31, 2003. The decrease was due to a decline in estimated loan losses for the current period offset by ~~provisions~~the ~~for~~growth ~~loans~~in ~~acquired~~loans.

Noninterest Income

Noninterest income for the ~~nine~~six months ended ~~March~~December 31, 2004 was $2315,~~601~~179,000, ana ~~increase~~decrease of $1978,~~099,~~000, or 46.8805%, over the same period last fiscal year. The ~~increase~~decrease resulted primarily onfrom a $~~885~~1,~~000 increase in service charges and other fees~~747, ~~a $928,~~000 ~~increase~~decrease in ~~net~~gain ~~gains~~ on the sale of ~~securities~~loans and a $~~278~~1,~~000 increase in Trust department income offset by a $601~~053,000 decrease in ~~Other,~~gain aon ~~$241,000 decrease~~the ~~in Net gains from~~ sale of ~~loans~~securities, ~~and~~offset by a $~~151~~1,664,000 ~~decrease~~increase in ~~Loan~~service ~~servicing~~charges and other fees.

The decrease in the gain on the sale of loans is a result of the decrease in loans originated for resale. Loans originated for resale during the six months ended December 31, 2004, were $110,369,000, compared to $219,939,000 during the six months ended December 31, 2003.

Service charges and other fees increased by $1,664,000 or 23.60%, to $8,716,000 for the six months ended December 31, 2004 from $7,052,000 for the six months ended December 31, 2003. The increase in service charges and other fees is a function of the increased number and type of deposit accounts that resulted from acquisitions, internal growth, and de novo branch expansion.

Noninterest Expense

Noninterest expense for the ~~nine~~six months ended December ~~March~~ 31, 2004 was $5036,~~310~~065,000, aan ~~decrease~~increase of $52,~~134~~513,000 or 97.2649% for the current fiscal period when compared to the same fiscal period one year ago. The ~~decrease~~increase resulted primarily from a $71,~~269~~601,000 ~~decrease~~increase in ~~amortization~~salaries and ~~valuation~~employee ~~adjustment~~benefits expense, ofa ~~mortgage~~$305,000 ~~servicing~~increase ~~rights~~in ~~offset~~occupancy byexpense, and a $1315,~~746,~~000 increase in ~~salaries~~data ~~and~~processing ~~employee benefits~~expense.

~~Amortization~~Salaries and ~~valuation~~employee ~~adjustment~~benefits ofexpense ~~mortgage~~increased ~~servicing rights~~by $1,601,000 or 9.13%, to $19,130,000 for the ~~nine~~six months ended ~~March~~December 31, 2004 ~~was~~from $117,~~998~~529,000 ~~compared to $9,267,000~~ for the ~~nine~~six months ended ~~March~~December 31, 2003. ~~The~~Contributing ~~decrease~~to inthis ~~the~~increase ~~amortization~~is ~~and~~ the ~~valuation~~increase ~~adjustment~~in ~~expense~~staffing islevels as a result of ~~more~~acquisitions ~~stable~~and ~~interest~~expansion ~~rates~~through ~~during the~~de ~~nine~~novo ~~months ended March 31, 2004, when compared to the same fiscal period one year ago~~branches.

AOccupancy ~~decline~~expense inincreased ~~mortgage~~by ~~interest~~$305,000 ~~rates~~or in14.22% ~~future~~to ~~periods~~$2,450,000 ~~may~~for ~~result~~the insix ~~further~~months ~~changes~~ended inDecember ~~prepayment~~31, ~~rates~~2004 from $2,145,000 ~~acceleration~~for inthe ~~amortization~~six ~~expenses~~months ended December 31, ~~and~~2003. anThe increase inis ~~the~~a ~~valuation~~result ~~allowance~~of acquisitions and expansion through de novo branches.

Data processing expenses increased by $315,000 or 17.59% to $2,106,000 for the six months ended December 31, 2004 from $1,791,000 for the six months ended December 31, 2003. The increase is a result of acquisitions and expansion through de novo branches.

Income Taxes

Income taxes for the ~~nine~~six months ended ~~March~~December 31, 2004 and ~~March~~December 31, 2003 were $108,~~958~~215,000 and $7,~~874~~261,000. The increase is due to a 4316.1968% or $93,~~097~~323,000 increase in pretax net income, offset by a decrease in the effective tax rate. The effective tax rates for the periods were 3635.343% and 37.395%. ~~These~~The effective tax rates are ~~impacted~~lower byfor ~~items~~the of2004 ~~income~~period ~~and~~compared ~~expense~~to ~~that are~~the ~~not~~2003 ~~subject~~period due to ~~federal~~higher levels orof ~~state~~tax-exempt ~~taxation~~interest income and tax credits.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Asset/liability management refers to management’s efforts to minimize fluctuations in net interest income caused by interest rate changes. This is accomplished by managing the repricing of interest rate sensitive interest earning assets and interest bearing liabilities. Controlling the maturity or repricing of an institution’s liabilities and assets in order to minimize interest rate risk is commonly referred to as gap management. Close matching of the repricing of assets and liabilities will normally result in little change in net interest income when interest rates change. A mismatched gap position will normally result in changes in net interest income as interest rates change.

Management regularly monitors the interest sensitivity position and considers this position in its decisions with regard to the Company’s interest rates and maturities for interest earning assets acquired and interest bearing liabilities accepted.

There has not been a material change in the interest rate sensitivity of the Company during the ~~nine~~six months ended ~~March~~December 31, 2004.

ITEM 4: ~~DISCLOSURE~~ CONTROLS AND PROCEDURES

Great Western’s principal executive officer and principal financial officer have concluded that Great Western’s disclosure controls and procedures as defined in Exchange Act Rule 13a-14(c), based on their evaluation of such controls and procedures conducted within 90 days prior to the date hereof, are effective to ensure that information required to be disclosed by Great Western in the reports it files under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to Great Western’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

There have been no significant changes in Great Western’s internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation referred to above.

1514

PART II

OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS


ITEM 1:	LEGAL PROCEEDINGS
		None

ITEM 2:	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
		None

ITEM 3:	DEFAULTS UPON SENIOR SECURITIES
		None

ITEM 4:	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
		None

ITEM 5:	OTHER INFORMATION
		None

ITEM 6:	EXHIBITS

	(a).	Exhibits:

	31.1 -	Chief Executive Officer’s Certification Pursuant to Rule 13(a) - 14 of the Securities and Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1)

	31.2 -	Chief Financial Officer’s Certification Pursuant to Rule 13(a) - 14 of the Securities and Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1)

	32.1 -	Chief Executive Officer’s Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	32.2 -	Chief Financial Officer’s Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~None~~ 15

ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS

None

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5: OTHER INFORMATION

None

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

(a).		Exhibits:
31.1 -		Chief Executive Officer’s Certification Pursuant to Rule 13(a) – 14 of the Securities and Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1)
31.2 -		Chief Financial Officer’s Certification Pursuant to Rule 13(a) – 14 of the Securities and Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1)
32.1 -		Chief Executive Officer’s Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)
32.2 -		Chief Financial Officer’s Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)
(b).		Reports on Form 8-K:

The Company filed a current report on Form 8-K (Item 5) subsequent to the quarter ended March 31, 2004. The Form 8-K was filed on April 5, 2004, and reported the Company issued 25,000 shares, $1,000 par value, of Company Capital Trust Pass-Through Securities of GWB Capital Trust V on March 31, 2004 through a private placement. The Company owns 100% of the common securities of the GWB Capital Trust V.

(1) Filed herewith.

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.

	GREAT WESTERN BANCORPORATION, INC.
Date: April 30, 2004	By:	/s/ Deryl F. Hamann
Date: February 1, 2005	By:	/s/ Deryl F. Hamann
		Deryl F. Hamann, Chairman and Chief Executive Officer
		Deryl F. Hamann, Chairman and Chief
		Executive Officer
		(Duly Authorized Representative)
(Authorized officer and principal financial officer of the registrant)
Date: April 30, 2004	By:	/s/ James R. Clark
Date: February 1, 2005	By:	/s/ James R. Clark
		James R. Clark, CFO, Secretary and Treasurer
		James R. Clark, CFO, Secretary
		and Treasurer
		(Principal Financial Officer)

1716

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Filing Compare · GREAT WESTERN BANCORPORATION INC