UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

FIRST INTERSTATE BANCSYSTEM, INC.

(Name of Issuer)

(Title of Class of Securities)

(Cusip Number)

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule if filed:

	o		Rule 13d-1(b)
	o		Rule 13d-1(c)
	þ		Rule 13d-1(d)

The information required in the remainder of this cover page shall be deemed to be “filed: for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provision of the Act (however, see the Notes).

 

 

CUSIP No.		Not Applicable.

CUSIP No.		Not Applicable.

CUSIP No. Not Applicable.

Item 1.

(a)

Name of Issuer:

First Interstate BancSystem, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

P.O. Box 30918
Billings, Montana 59116

Item 2.

(a)

Name of Person Filing:

James R. Scott and J.S. Investments Limited Partnership

(b)

Address of Principal Business Office or, if none, Residence:

P.O. Box 7113
Billings, Montana 59103

(c)

Citizenship:

Mr. Scott is a United States’ citizen.
J.S. Investments Limited Partnership is a Delaware limited partnership.

(d)

Title of Class of Securities:

Common Stock

(e)

CUSIP Number:

Not Applicable

Item 3.		If this statement if filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not Applicable.

Item 4. Ownership.

James R. Scott beneficially owns 1,270,606 shares, or 16.22%, of issuer’s common stock. This includes 18,963 shares held as conservator for a custodial account, as to which Mr. Scott has sole voting and dispositive powers. Mr. Scott disclaims beneficial ownership of these shares. This also includes 1,081 shares held as co-trustee for a family member, as to which Mr. Scott has shared voting and dispositive power. Mr. Scott disclaims beneficial ownership of these shares.

		J.S. Investments Limited Partnership holds 552,759 shares, or 7.05%, of the issuer’s common stock.
		In his individual capacity, Mr. Scott has sole voting and dispositive power for 1,143,772 shares, which includes 4,014 stock options, 586,999 shares held as co-trustee for the James R. Scott Trust and 552,759 shares held as managing general partner of a limited partnership.
		In addition, Mr. Scott’s beneficial ownership includes 107,870 shares for which he has shared voting and dispositive power, of which 4,441 shares are owned through Mr. Scott’s 401(k) plan account pursuant to the Savings and Profit Sharing Plan of First Interstate BancSystem, Inc., 8,810 shares are held as president of a charitable foundation and 94,619 shares are held as a director of a non-profit organization.

Item 5. Ownership of Five Percent or Less of a Class

Not Applicable.

Item 6. Ownership of More than Five Percent of Behalf of Another Person.

Not Applicable.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable.

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certification.

Not Applicable.

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		February 5, 2010   Date
		/s/ JAMES R. SCOTT   Signature
		James R. Scott, Vice Chairman   Name/Title

     The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		J.S. INVESTMENTS LIMITED PARTNERSHIP
		February 5, 2010   Date
		/s/ JAMES R. SCOTT   Signature
		James R. Scott, Managing General Partner   Name/Title

     The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).

Exhibit Index

Exhibit
No.		Title
1		Joint Filing Agreement

Exhibit 1

Joint Filing Agreement

     The undersigned hereby agree to the joint filing with each other on behalf of each of them a statement on Schedule 13G with respect to the common stock of First Interstate BancSystem, Inc. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G.

     IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of the 5th day of February, 2010.