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Via EDGAR

September 3, 2010

Mr. Mark Webb

Legal Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

    Re:

     Glacier Bancorp, Inc.

Form 10-K for Fiscal Year Ended December 31, 2009

Form 10-Q for the Quarterly Period Ended March 31, 2010

File No. 000-18911

Dear Mr. Webb:

Consistent with the telephone conversations with Mr. John Nolan, Senior Assistant Chief Accountant,
and Mr. Amit Pande, Accounting Branch Chief, the following response has been prepared by Glacier
Bancorp, Inc. (the “Company”) to your June 25, 2010 comment letter regarding the Form 10-K filed by
the Company for the fiscal year ended December 31, 2009 and Form 10-Q filed by the Company for the
quarterly period ended March 31, 2010. The time for responding to the comment letter was extended
to September 3, 2010 in order to provide each of the Company’s eleven bank subsidiaries sufficient
time to separately accumulate the requested information and thereby provide the Staff with a
complete and comprehensive response to each of the comments.

For convenience and ease of review, we have reprinted below the text of the comment in your
correspondence, followed by the Company’s response.

Form 10-K for the Fiscal Year Ended December 31, 2009

Business Section, Lending Activity

Non-performing loans and real estate owned, page 17

    1.

    We note that 85% and 10% of total $198.3 million of non-accrual loans as of December 31,
2009 in the table on page 17 (as revised on page 18 of the Form 10-K/A) were commercial
loans and real estate loans, respectively. We also note that 58% and 31% of

Mr. Mark Webb, Legal Branch Chief

United States Securities and Exchange Commission

Page 2 of 28

    charge-offs in 2009 were related to commercial and residential real state loans. Please tell us as
of March 31, 2010, and revise this section in future filings to provide the following
disclosure:

    •

    Disclose the dollar amount, extent of collateralization and date of the most recent
appraisals for the largest individual nonaccrual and/or impaired loans commercial and
real estate loans.

    •

    State, if applicable, the dollar amount of multiple nonaccrual and/or impaired loans
issued to a single or related party group of borrowers.

    •

    Disclose the dollar amount of nonaccrual and/or impaired loans that have had partial
charge-offs recorded during the period for which you continue to have concerns as to
the collectability of the remaining loan balance.

    •

    Disclose any restructured loans issued to single borrowers or related party groups
that are currently in nonaccrual status or that have been charged-off through March 31,
2010, but which continue to have other loans that are currently recorded on accrual
status.

    Response:

    Impaired loans of $218.7 million as of December 31, 2009, included $198.3 million of
non-accrual loans.

    Of the $218.7 million impaired loans as of December 31, 2009, there were 44 commercial real
estate loans that accounted for $110.9 million, or 51 percent, of the impaired loans. The
44 loans were collateralized by 112 percent of the loan value, the majority of which had
appraisals (new or updated) in the later half of 2009.

    Of the $218.7 million impaired loans as of December 31, 2009, there was $136.7 million, or
63 percent, of multiple impaired loans issued to a single or related party group of
borrowers.

    As of December 31, 2009, the amount of impaired loans that have had partial charge-offs
during the year for which the Company continues to have concern about the collectability of
the remaining loan balance was $35.6 million. Of these loans, there were charge-offs of
$21.4 million during 2009.

    The Company has troubled debt restructured loans issued to a single borrower or related
party groups that are currently in nonaccrual status or that have had charge-offs during the
year, but which continue to have other loans that are currently recorded on accrual status.
The amount of these troubled debt restructures is $11.5 million and $9.0 million as of
December 31, 2009 and March

Mr. Mark Webb, Legal Branch Chief

United States Securities and Exchange Commission

Page 3 of 28

    31, 2010, respectively, and the amount of the accruing loans is $6.4 million and $3.9
million as of December 31, 2009 and March 31, 2010, respectively.

    2.

    We refer to the last paragraph on page 18 that states most of the non-performing loans
are secured by real estate and management believes the underlying collateral is adequate to
minimize significant charge-offs or loss, based on current information available, including
appraisals where appropriate. We also refer to similar disclosure in the “Credit Quality
Summary” section on page 44. Considering $188.4 million or 95% of your non-performing loans as
of December 31, 2009 are collateral-dependent residential real estate and commercial loans,
please tell us and in future filings revise this section to include the following disclosure:

    •

    Describe the nature of the current information available that is used by management,
other than appraisals, to determine the adequacy of the fair value of the underlying
collateral. Discuss the basis for using this information instead of, or in addition to,
the appraised value of the properties.

    •

    Considering you state appraisals are used “where appropriate,” please describe
specific situations in which the Company has determined that appraisals would not be
appropriate for determining the fair value of the underlying collateral and what other
alternative valuation methods were used.

    •

    In situations where you do not use external appraisals to fair value the underlying
collateral of impaired loans, please provide us with a comprehensive discussion of the
process and procedures you have in place for estimating the fair value of the
collateral for these loans.

    •

    Expand your discussion regarding your methodology for determining fair value based
on external appraisals to include the following:

    •

    State how and when you obtain external appraisals and how this impacts
the amount and timing of your quarterly and annual periodic loans provision(s) and
charge-offs.

    •

    Describe the typical timing surrounding the recognition of a collateral
dependent loan as non-performing and impaired, when you order and receive an
appraisal, and the subsequent recognition of any provision or related charge-off.
Tell us if there have been any significant time lapses during this process.

    •

    Discuss any situations where you have charged-off an amount different
from what was determined to be the fair value of the collateral as presented in the
appraisal for any period presented. If so, please tell us the amount of the
difference and corresponding reasons for the difference, as applicable.

Mr. Mark Webb, Legal Branch Chief

United States Securities and Exchange Commission

Page 4 of 28

    Response:

    The referenced sentence in the last paragraph on Page 18 of the Form 10-K is presented below
in its entirety (with emphasis added by italicized text).

    Most of the Company’s non-performing assets are secured by real estate and, based on
the most current information available to management, including updated appraisals
where appropriate, the Company believes the value of the underlying real
estate collateral is adequate to minimize significant charge-offs or loss to the
Company.

    With respect to the italicized text, the following information provides the context in which
it was intended.

    Appraisal requirements promulgated by bank supervisory and regulatory agencies require the
Company’s subsidiary banks to obtain appraisals or evaluations of real property
collateral consistent with safe and sound banking practices. For commercial real estate
loans identified as problem loans, the applicable Interagency Appraisal and Evaluation
Guidelines and Appendix A to Part 365 of Title 12, CFR (the “Guidelines”) stipulate that the
financial institutions are required to obtain updated collateral values based on current
information, but can use a variety of valuation techniques for updating problem loan
collateral values. For instance, when performed by persons with the requisite experience
and training, adjustments to the original appraisal or evaluation assumptions to reflect
current changes in market conditions or delays in a project’s development and construction
may suffice for smaller, non-complex credits. Larger or more complex commercial real estate
loans typically need either a new appraisal or an update of the original appraisal.

    For residential real estate loans identified as problem loans, the Guidelines provide that
financial institutions can also use a variety of valuation techniques for updating problem
loan collateral values. For instance, bank management can use broker price opinions. Such
opinions assist management in assessing the range of recoveries under different loan
modification scenarios for properties facing potential foreclosure.

    In addition, the Interagency Policy Statement on Prudent Commercial Real Estate Loan
Workouts provides at Section III, subsection C (Assessing Collateral Values) that an updated
appraisal may not be necessary in instances where an internal evaluation by the institution
appropriately updates the original appraisal assumptions to reflect current market
conditions and provides an estimate of the collateral’s fair value for impairment analysis.

Mr. Mark Webb, Legal Branch Chief

United States Securities and Exchange Commission

Page 5 of 28

    The following is an expanded discussion consistent with the request. This expanded
discussion will be included in future filings as deemed necessary:

    A loan is considered impaired when, based upon current information and events, it is
probable that the Company will be unable to collect the scheduled payments of principal or
interest when due according to the contractual terms of the loan agreement. Impaired loans
include non-performing loans (i.e., non-accrual loans and accruing loans 90 days or more
overdue) and accruing loans under ninety days overdue where it is probable payments will not
be received according to the loan agreement. An insignificant delay or shortfall in the
amounts of payments would not cause a loan or lease to be considered impaired. The Company
determines the significance of payment delays and shortfalls on a case-by-case basis, taking
into consideration all of the facts and circumstances surrounding the loan and the borrower,
including the length and reasons for the delay, the borrower’s prior payment record, and the
amount of the shortfall in relation to the principal and interest due. At the time a loan
is identified as impaired, it is measured for impairment and thereafter reviewed and
measured on at least a quarterly basis for additional impairment.

    The amount of the impairment is measured based on the present value of expected future cash
flows discounted at the loan’s effective interest rate, except when it is determined that
repayment of the loan is expected to be provided solely by the underlying collateral. For
impairment based on expected future cash flows, the Company considers all information
available as of a measurement date, including past events, current conditions, potential
prepayments, and estimated costs to sell when such costs are expected to reduce the cash
flows available to repay or otherwise satisfy the loan. For alternative ranges of cash
flows, the likelihood of the possible outcomes is considered in determining the best
estimate of expected future cash flows. The effective interest rate for a loan restructured
in a troubled debt restructuring is based on the original contractual rate.

    For collateral-dependent loans and real-estate loans for which foreclosure or a deed-in-lieu
of foreclosure is probable, impairment is measured by the fair value of the collateral less
the estimated cost to sell. The Company measures impairment on collateral-dependent loans
on a loan-by-loan basis.

    Fair value of collateral-dependent loans (and other real estate acquired by foreclosure or
deed-in-lieu of foreclosure) is determined primarily based upon appraisal or evaluation of
the underlying real property value. New or updated appraisals or evaluations are generally
obtained when it has been determined that a collateral-dependent loan has become impaired,
when it is likely that a real-estate loan will be foreclosed upon, and for other real estate
owned in connection with its transfer to the Company. Thereafter, appraisals or evaluations
(new or updated) are reviewed at least quarterly and more frequently based on current market

Mr. Mark Webb, Legal Branch Chief

United States Securities and Exchange Commission

Page 6 of 28

    conditions, including deterioration in a borrower’s financial condition and when property
value may be subject to significant volatility.

    The Company reviews appraisals or evaluations, giving consideration to the highest and best
use of the collateral, with values reduced by discounts to consider lack of marketability
and estimated costs to sell. Although the Company considers the appraised value of
collateral as the starting point for determining its fair value, the Company also considers
other factors and events in the environment that may affect the current fair value,
including the Company’s experience with whether the appraised values of impaired
collateral-dependent loans are actually realized, and the timing of cash flows expected to
be received from the underlying collateral to the extent such timing is significantly
different than anticipated in the most recent appraisal. After review and acceptance of the
appraisal or evaluation (new or updated), adjustments to an impaired loan’s carrying value
may be made through provision for loan loss, charge-off, or recovery.

    Most of the Company’s impaired loans are secured by real estate and, based on the most
current information available to management, the Company believes the value of the
underlying real estate collateral less the estimated cost to sell is adequate to minimize
significant charge-offs or loss to the Company. Each bank subsidiary evaluates the level of
its impaired loans, and related impairment including the values of the underlying real
estate and other collateral, and related trends in net charge-offs. Through pro-active
credit administration, the Banks work closely with borrowers to seek favorable resolution to
the extent possible, thereby attempting to minimize net charge-offs or losses to the
Company.

    The Company’s Loan Policy and credit administration practices adopt and implement the
applicable requirements of the Interagency Appraisal and Evaluation Guidelines (and the
Interagency Guidelines for Real Estate Lending Policies in Appendix A to Part 365 of Title
12, CFR) (collectively, the “Guidelines”) and the Uniform Standards of Professional
Appraisal Practice (“USPAP”) as established and amended by the Appraisal Standards Board.
The Company’s Loan Policy establishes criteria for obtaining appraisals or evaluations,
including transactions that are otherwise exempt from the appraisal requirements set forth
within the Guidelines. The time between ordering an appraisal or evaluation is typically
two to three weeks for residential property and four to six weeks for non-residential
property. For real estate properties that are of highly specialized or limited use,
significantly complex or large, additional time beyond the typical times may be required for
new appraisals or evaluations.

    As part of the Company’s credit administration and portfolio monitoring practices, the
Company’s regular internal and external credit examinations review a significant number of
individual loan files. Appraisal