FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

                                                                  EXHIBIT 2.13

                                 FIRST AMENDMENT TO
                            AGREEMENT AND PLAN OF MERGER



     THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER is dated as of the
19th day of December, 1997 and made and entered into by and among COMMUNITY
FIRST BANKSHARES, INC., a Delaware corporation ("CFB"), COMMUNITY FIRST NATIONAL
BANK, a de novo national banking association, ("Acquisition Subsidiary") and
PIONEER BANK OF LONGMONT, a Colorado banking corporation ("Pioneer").

     WHEREAS, the parties hereto are parties to an Agreement and Plan of Merger
dated November 6, 1997 (the "Merger Agreement"); and

     WHEREAS, the parties desire to make certain changes to the Merger
Agreement, as hereinafter set forth.

     NOW, THEREFORE, in consideration of the foregoing and intending to be
legally bound hereby, the parties hereto agree as follows:

     1.   AMENDMENT OF SECTION 2.1(c)(ii) OF THE MERGER AGREEMENT.  Section
2.1(c)(ii) of the Merger Agreement is amended and restated in its entirety as
follows:

          (ii) If the CFB Trading Value is greater than $52.50 per share,
     then the Exchange Rate shall be reduced so that the product of the CFB
     Trading Value multiplied by the Exchange Rate shall be $36,750,000.

     2.   AMENDMENT OF SECTION 7.1(c) OF THE MERGER AGREEMENT.  Section 7.1(c)
of the Merger Agreement is amended and restated in its entirety as follows:

          (c)  by either CFB or Pioneer if the Merger shall not have been
     consummated on or before May 30, 1998, unless the failure of
     consummation shall be due to the failure of the party seeking to
     terminate to perform or observe in all material respects the covenants
     and agreements hereunder to be performed or observed by such party; or


     Except as hereinabove set forth, there are no other changes to the Merger
Agreement, and the same is expressly ratified and confirmed.




          IN WITNESS WHEREOF, CFB, Acquisition Subsidiary and Pioneer have
caused this Agreement to be signed by their respective officers thereunto duly
authorized as of the date first above written.


                              COMMUNITY FIRST BANKSHARES, INC.



                              By: /s/ Xxxx X. Xxxxxxxx
                                 ------------------------------------
                                    Name:  Xxxx X. Xxxxxxxx
                                    Title: Executive Vice President




                              COMMUNITY FIRST NATIONAL BANK



                              By: /s/ Xxxx X. Xxxxxxxx
                                 ------------------------------------
                                    Name:  Xxxx X. Xxxxxxxx
                                    Title: Executive Vice President




                              PIONEER BANK OF LONGMONT



                              By: /s/ Xxxxxx X. Xxxxx
                                 ------------------------------------
                                    Name:  Xxxxxx X. Xxxxx
                                    Title: President and Chief Executive Officer


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