EXHIBIT 3(a)
                                  ------------


                          AMENDED AND RESTATED BY-LAWS
                                       OF
                          INTRUST FINANCIAL CORPORATION


                                    ARTICLE I
                                   GOVERNMENT
         Section 1.  Government  and Control.  The government and control of the
corporation shall be vested in a Board of Directors.

                                   ARTICLE II
                                     OFFICES
         Section 1. The  principal  offices of the  corporation  shall be in the
City of Wichita,  Kansas, and the registered office is 105 North Main,  Wichita,
Kansas.  The resident agent is Intrust  Financial  Corporation,  105 North Main,
Wichita,  Kansas.  

         The corporation may also have offices at such other places as the Board
of  Directors  may from time to time  designate,  within or without the State of
Kansas, as the business of the corporation may require.

                                   ARTICLE III
                                 CORPORATE SEAL
         Section 1. The corporate seal of this corporation shall be circular and
shall contain the full corporate  name in the upper arc of the circle;  the word
"Kansas" in the lower arc of the circle;  and the words  "Corporate Seal" in the
center thereof.
                                   ARTICLE IV
                                   CONVEYANCES
         Section  1.  Any and all  instruments,  including  deeds,  assignments,
mortgages,   pledges,  releases,  trust  indentures,  or  other  instruments  of
conveyance,  transfer,  mortgage  or  pledge,  shall be  deemed  to be valid and
sufficient  when the same are signed and executed in the name of the corporation
(and  acknowledged  when required) by either the Chief  Executive  Officer,  the
President  or Vice  President,  and  when a seal is  required--sealed  with  the
corporate seal and attested by the Secretary. 

                                    ARTICLE V
                                  STOCKHOLDERS
         Section 1. Place of Meeting.All  meetings of the stockholders  shall be
held at the principal office of the corporation,  or at such other places as may
be designated  by the Board of Directors,  either within or without the State of
Kansas.

         Section  2.  Date  of  Annual  Meeting.   The  annual  meeting  of  the
stockholders  shall  be held on the  second  Tuesday  in  April,  if not a legal
holiday and if a legal holiday, then on the next secular day following,  at 1:30
o'clock  p.m.  At  such  meeting,   the  stockholders  shall  elect  by  a  vote
representing a majority of all stock present and voting in person or by proxy, a
Board of Directors,  and transact such other business as may be properly brought
before the meeting.

         Section  3.  Quorum.  The  holders of a  majority  of the common  stock
issued,  outstanding,  and entitled to vote at said meeting present in person or
represented by proxy shall be requisite for and shall constitute a quorum at all
meetings  of the  stockholders,  for the  transaction  of  business,  except  as
otherwise  provided  by law, by the  certificate  of  incorporation  or by these
by-laws.  If,  however,  such  majority  shall  not  be  personally  present  or
represented at any meeting of the  stockholders,  the  stockholders  entitled to
vote  thereat  present in person or by proxy  shall  have  power to adjourn  the
meeting  from  time to time  without  notice,  other  than  announcement  at the
meeting,  until the  requisite  amount of voting  stock  shall be  present at an
adjourned  meeting,  at which meeting any business may be transacted which might
have been transacted at the meeting as originally scheduled.

         Section  4.  Voting  Power and Who May  Vote.  At each  meeting  of the
stockholders,  each  stockholder  shall be  entitled to one vote in person or by
proxy for each share of the common capital stock of the corporation held by such
stockholder.  All proxies shall be in writing,  subscribed by the stockholder or
his duly authorized  agent,  and delivered to the Secretary before the convening
of the meeting at which the proxy is to be exercised.

         Section 5. Vote Taken by Ballot, Viva Voce, or by Showing of Hands. All
elections  of  directors,  and the  vote  upon any  other  question,  except  as
otherwise provided by law, may be either by ballot,  viva voce, or by showing of
hands, unless, on a vote of a director, or directors,  a stockholder requests in
writing a vote by ballot,  and then the  election of such  director or directors
shall be by secret written ballot.

         Section  6.  Notice of Annual  Meeting.  Written  notice of the  annual
meeting  shall be mailed by the Secretary to each  stockholder  entitled to vote
thereat,  at the last address  appearing on the stock book of the corporation of
each stockholder, at least 10 days prior to the date of the meeting, unless such
notice is waived in writing.

         Section 7. Special  Meetings.Special  meetings of the  stockholders for
any purpose,  purposes, unless otherwise prescribed by statute, may be called by
the Board of  Directors,  the  President,  or the  Acting  President,  or by the
Secretary  upon the  written  request  of the  owners of 20 percent of the stock
entitled to vote at an annual  meeting.  Such request shall state the purpose or
purposes  of the  proposed  meeting;  and  said  meeting  shall  be  held at the
principal office of the corporation.

         Section 8.  Business  Transacted.  Business  transacted  at all special
meetings shall be confined to the object stated in the call.

         Section 9.  Notice of  Special  Meeting.Written  notice of all  special
meetings of the stockholders,  stating the time, place and object thereof, shall
be  mailed,  postage  prepaid  at  least 5 days  before  such  meeting,  to each
stockholder entitled to vote thereat, at the last address appearing on the books
of the corporation for each stockholder, unless notice is waived in writing.

         Section 10. Roster of  Stockholders.  At each annual or special meeting
of the  stockholders,  the Secretary shall have available for the examination of
any stockholder a complete and duly certified list of all stockholders  entitled
to vote and the number of voting shares held by each stockholder.

                                   ARTICLE VI
                                    DIRECTORS
         Section 1. Number and  Qualification.  The number of  directors  of the
corporation  shall be not less  than  three  (3).  The  Board  of  Directors  is
authorized to establish by a majority vote the number of directors  from time to
time up to a maximum of  twenty-five  (25). In the event the  directors  vote to
increase the number of  directors  during the year,  any new  director  shall be
elected by a majority  vote of the current  directors  and shall serve until the
next annual stockholder  meeting.  The directors shall be divided into three (3)
classes with the number in each class to be  determined  by the  directors,  and
shall be elected at the annual  meeting of the  stockholders  as provided in the
Articles of Incorporation.  However, notwithstanding the foregoing, in the event
two (2) Preferred  Directors (as defined in Article  ELEVENTH of the Articles of
Incorporation)  are  elected,  pursuant to the terms of Article  ELEVENTH of the
Articles of  Incorporation  such  Preferred  Director  shall only serve one-year
terms and shall not be  appointed  to one of the three (3) classes of  directors
discussed  above.  A director shall be deemed  qualified  after filing a written
acceptance to the office.

         Section  2.  Quorum.  A  majority  of the duly  elected  and  qualified
directors shall constitute a quorum for the transaction of business.  The act of
a majority  of the  directors  present at a meeting at which a quorum is present
shall be the act of the Board of Directors.

         Section 3. Place of  Meeting.The  directors may hold their  meetings at
the registered  office of the corporation in the City of Wichita,  Kansas, or at
such  other  place or  places as they may from  time to time  determine,  either
within or without the State of Kansas.

         Section 4.  Annual  Meetings  of the Board.  The annual  meeting of the
Board of  Directors  for the  election  of  officers  and  transaction  of other
business,  shall be held immediately following the annual stockholders' meeting,
or at such other time or place as may be fixed by the written  consent of all of
the directors;  provided,  however,  that in the event the consent in writing is
not obtained of all the directors,  the annual meeting shall be held at the same
place as and immediately following the annual meeting of the stockholders.

         Section 5. Special Meetings.Special  meetings of the Board of Directors
may be called by the Chief Executive Officer,  President,  or by any two members
of the Board of Directors, on two days' notice in writing to each director, such
notice to be served personally, by mail, or by telegram.

                                   ARTICLE VII
                                    OFFICERS
         Section 1. Designated Officer. The officers of the corporation shall be
chosen by the Board of Directors and shall consist of a Chief Executive Officer,
a President, a Vice President and a Secretary and Treasurer.

         Section 2. Other Officers. The corporation may have such other officers
and agents as may from time to time be determined  and appointed by the Board of
Directors.

         Section  3. Term and  Qualification  of  Officers.The  Officers  of the
corporation  shall hold their office until the next annual  meeting of the Board
of Directors,  or until their successors are chosen and qualified,  unless their
respective terms of office shall be sooner terminated by death, resignation,  or
otherwise, in writing, duly filed in the registered office of the corporation.

         All unexpired  terms of office  vacated shall be filled by the Board of
Directors, at a special meeting held for that purpose.

         Section 4.  Salaries.  The salaries of the officers of the  corporation
shall be fixed by the Board of Directors.

         Section 5. Removal of Officers. Any officer elected or appointed by the
Board of  Directors  may be  removed  at any time by the  affirmative  vote of a
majority of the entire Board of Directors.

         Section 6. President and Chief Executive  Officer.  The chief executive
officer shall preside at all meetings of the  stockholders  and  directors,  and
shall have ultimate responsibility and authority for carrying out the orders and
resolutions of the board of directors of the corporation. The president shall be
the chief  operating  officer of the  corporation,  and shall have  general  and
active  management of the business of the  corporation.  He shall execute bonds,
mortgages  and  other  instruments  requiring  a  seal  under  the  seal  of the
corporation,  and shall keep in safe  custody the seal of the  corporation,  and
shall affix the same to any  instrument  requiring it, and, when so affixed,  it
shall be attested by the signature of the secretary.

         Section 7. Vice  President.  During the  absence or  incapacity  of the
President, all of the powers, duties and responsibilities of the President shall
devolve upon the Vice President.

         Section 8. Secretary. As Secretary, he shall attend all sessions of the
Board of Directors  and all meetings of the  stockholders,  and record all votes
and the minutes of all proceedings in a book to be kept for that purpose. In the
absence of the President and Vice President, he shall preside at meetings of the
directors or  stockholders.  He shall give,  or cause to be given,  the required
notice of all meetings of the  stockholders  and of the Board of Directors,  and
shall  perform such other duties as may be  prescribed by the Board of Directors
or the President, under whose supervision he shall be.

         Section  9.  Treasurer.  As  Treasurer,  he shall keep the books of the
corporation  and shall  perform  such other duties as may be  prescribed  by the
Board of Directors or President,  under whose  supervision he shall be. He shall
give bond as required by statute.

         Section 10. Failure to  Elect.Vacancies.  The failure to elect annually
any officers or directors shall not dissolve the corporation.

         Vacancies  occurring  in the  Board of  Directors  by  reason of death,
resignation,  retirement,  disqualification,  removal from office, or otherwise,
shall be filled by the remaining  members of the Board of Directors.  A majority
vote of the remaining  directors  shall be  sufficient to elect a successor,  or
successors,  who shall hold office for the unexpired  term, or terms, in respect
to which such vacancy occurred.

                                  ARTICLE VIII
                                  CAPITAL STOCK
         Section 1. Amount. The total amount of capital of the corporation shall
be fifty million dollars  ($50,000,000)  represented by ten million (10,000,000)
shares of the common stock with a par value of five dollars ($5.00) each.

         Section 2.  Certificate.  The  certificate of stock of the  corporation
shall be numbered and shall be entered in the books of the  corporation  as they
are issued.  They shall  exhibit the holder's  name,  the number of shares,  all
other information  required by statute, and shall be signed by the President and
the Secretary.

         Section 3.  Transfer of Stock.  Transfers of stock shall be made on the
books of the corporation only by the person named in the certificate,  or by his
attorney duly appointed in writing,  and upon surrender of the  certificate  for
said stock.

         Section 4. Closing of Transfer  Book.  The stock  transfer  book of the
corporation shall be closed 15 days before each annual or special meeting and 15
days before any dividend paying date.

                                   ARTICLE IX
                                  MISCELLANEOUS

         Section 1. Fiscal Year. The fiscal year of the corporation  shall begin
on the first day of January of each year.

         Section  2.  Dividends.  The  Directors  may from time to time  declare
dividends  upon  the  capital  stock  from the  surplus  or net  profits  of the
corporation, provided the financial position of the corporation is such that the
payment  of any such  dividend  will  not  impair  the  working  capital  of the
corporation.

         Section 3. Notices.  Whenever,  under the  provision of these  By-Laws,
notice is required to be given to any director, officer or stockholder, it shall
not be  construed  to mean  personal  notice,  but such  notice  may be given in
writing, by mail, by depositing the same in the post office in a postpaid sealed
wrapper, addressed to such stockholder,  officer or director, at such address as
appears on the books of the  corporation;  or, in default of other  address,  to
such director, officer or stockholder, in the general post office in the City of
Wichita,  Kansas,  and such notice  shall be deemed to be given at the time when
the same shall be thus mailed.

         Any  stockholder,  director or officer may waive any notice required to
be given under these By-Laws.
                                    ARTICLE X
                                   AMENDMENTS
         Section 1. These  By-Laws  may be  altered,  repealed or amended by the
Board of Directors at the annual meeting, or at any special meeting of the Board
of  Directors  called for that  purpose,  by a majority  vote of all of the duly
elected and qualified directors; provided, however, notice of any such action by
the Board of Directors shall be given to each stockholder  having voting rights,
at some time within the year  following  the date of such action by the Board of
Directors.
         ADOPTED on this 17th day of June, 1971.

AS AMENDED, through December, 1997
INTRUST Financial Corporation

By: ________________________________________
     Jay L. Smith, Secretary