QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                                  -------------


            [X] Quarterly Report Pursuant to Section 13 or 15(d) of
                     the Securities Exchange Act of 1934
                     For the period ended June 30, 1999

                                       or

            [ ] Transition Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934
                  For the transition period from _____to _____


                                  ------------


                         Commission file number 2-78658


                          INTRUST Financial Corporation
                          -----------------------------
             (Exact name of registrant as specified in its charter)


     Kansas                                               48-0937376
     ------                                               ----------
     (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                       Identification Number)


     105 North Main Street
     Box One
     Wichita, Kansas                                      67201
     ---------------                                      -----
     (Address of principal                                (Zip Code)
     executive offices)

     Registrant's telephone number including area code: (316) 383-1111

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  preceding 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 the past 90 days. Yes [X] No [ ]

At July 13, 1999, there were 2,031,262 shares of the registrant's  common stock,
par value $5 per share, outstanding.


<PAGE>





                          Part 1. Financial Information

                          INTRUST Financial Corporation
            Consolidated Condensed Statements of Financial Condition
            (Unaudited - dollars in thousands except per share data)

                                                          June 30,  December 31,
Assets                                                      1999        1998
--------------------------------------------------------------------------------
Cash and cash equivalents:
   Cash and due from banks                            $  102,655     $  132,056
   Federal funds sold and securities purchased
      under agreements to resell                          29,655         68,550
--------------------------------------------------------------------------------
        Total cash and cash equivalents                  132,310        200,606
--------------------------------------------------------------------------------
Investment securities:
   Held-to-maturity (market value, $122,140 for 1999
       and $178,305 for 1998)                            121,373        176,305
   Available-for-sale, at market                         231,476        208,752
   Equity, at cost                                         2,776          2,763
--------------------------------------------------------------------------------
        Total investment securities                      355,625        387,820
--------------------------------------------------------------------------------
Loans held-for-sale                                       30,950         34,834
Loans, net of allowance for loan losses of
   $23,508 in 1999 and $21,703 in 1998                 1,530,830      1,393,075
Land, buildings and equipment, net                        30,550         29,509
Other assets                                              72,264         69,621
--------------------------------------------------------------------------------
      Total assets                                    $2,152,529     $2,115,465
------------------------------------------------------==========================

Liabilities and Stockholders' Equity
--------------------------------------------------------------------------------
   Deposits                                           $1,618,635     $1,647,354
   Short-term borrowings:
      Federal funds purchased and securities sold
        under agreements to repurchase                   287,264        241,955
      Other                                               10,195          2,260
--------------------------------------------------------------------------------
        Total short-term borrowings                      297,459        244,215
--------------------------------------------------------------------------------

   Accounts payable and accrued liabilities               18,696         13,207
   Notes payable                                          12,500         12,500
   Convertible capital notes                              10,736         11,078
   Guaranteed preferred beneficial interests in the
       Company's subordinated debentures                  57,500         57,500
--------------------------------------------------------------------------------
          Total liabilities                            2,015,526      1,985,854
--------------------------------------------------------------------------------

Stockholders' equity:
   Common stock, $5 par value; 10,000,000 shares
     authorized, 2,428,433 shares issued in 1999
     and 2,418,573 issued in 1998                         12,142         12,093
   Capital surplus                                        12,711         12,464
   Retained earnings                                     148,323        139,078
   Treasury stock, at cost (396,647 shares in 1999
     and 391,824 shares in 1998)                         (35,263)       (34,626)
   Unrealized securities gains (losses), net of tax         (910)           602
--------------------------------------------------------------------------------
          Total stockholders' equity                     137,003        129,611
--------------------------------------------------------------------------------
      Total liabilities and stockholders' equity      $2,152,529     $2,115,465
------------------------------------------------------==========================

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

<PAGE>


                          INTRUST Financial Corporation

      Consolidated Condensed Statements of Income and Comprehensive Income
            (Unaudited - dollars in thousands except per share data)

                                             Three Months        Six Months
                                            Ended June 30,     Ended June 30,
                                           -------------------------------------
                                                 1999               1998
--------------------------------------------------------------------------------
Interest income:
   Loans                                   $32,377  $29,494   $62,822   $58,595
   Investment securities                     5,078    5,366    10,551    10,303
   Federal funds sold and securities
      purchased under agreements to
      resell, and other                        350    1,551       951     3,517
--------------------------------------------------------------------------------
       Total interest income                37,805   36,411    74,324    72,415
--------------------------------------------------------------------------------
Interest expense:
   Deposits                                 12,822   12,888    25,399    25,458
   Federal funds purchased and
      securities sold under agreement
      to repurchase                          2,686    2,569     5,255     5,185
   Convertible capital notes                   242      252       483       504
   Subordinated debentures                   1,184    1,185     2,369     2,106
   Other borrowings                            287      375       580       786
--------------------------------------------------------------------------------
       Total interest expense               17,221   17,269    34,086    34,039
--------------------------------------------------------------------------------
       Net interest income                  20,584   19,142    40,238    38,376
Provision for loan losses                    3,030    2,350     5,310     5,950
--------------------------------------------------------------------------------
       Net interest income after
          provision for loan losses         17,554   16,792    34,928    32,426
--------------------------------------------------------------------------------
Noninterest income:
   Service charges on deposit accounts       3,032    2,764     5,782     5,198
   Wealth management fees                    3,317    2,570     6,564     5,142
   Credit card fees                          2,178    2,067     4,365     4,418
   Securities gains                            378        0       541       126
   Other service charges, fees and income    2,924    2,519     5,673     6,580
--------------------------------------------------------------------------------
       Total noninterest income             11,829    9,920    22,925    21,464
--------------------------------------------------------------------------------
Noninterest expenses:
   Salaries and employee benefits            9,966    9,350    19,965    18,549
   Net occupancy and equipment expense       2,542    2,143     4,934     4,292
   Advertising and promotional activities      861    1,130     1,761     2,000
   Data processing expense                   1,088      913     2,176     1,868
   Supplies                                    573      612     1,113     1,209
   Postage and dispatch                        542      525     1,036     1,051
   Goodwill amortization                       403      405       806       810
   Deposit insurance assessment                 64       63       127       122
   Other                                     3,526    3,398     6,791     7,292
--------------------------------------------------------------------------------
       Total noninterest expenses           19,565   18,539    38,709    37,193
--------------------------------------------------------------------------------
       Income before provision for
          income taxes                       9,818    8,173    19,144    16,697
Provision for income taxes                   3,832    3,736     7,458     6,878
--------------------------------------------------------------------------------
       Net income                            5,986    4,437    11,686     9,819
Other comprehensive income (loss)           (1,001)     147    (1,512)     (272)
--------------------------------------------------------------------------------
       Comprehensive income                $ 4,985  $ 4,584   $10,174   $ 9,547
-------------------------------------------=====================================
Per share data:
   Basic earnings per share                  $2.95    $2.05     $5.75     $4.53
-------------------------------------------=====================================
   Diluted earnings per share                $2.53    $1.78     $4.93     $3.94
-------------------------------------------=====================================
Cash Dividends                               $0.60    $0.50     $1.20     $1.00
-------------------------------------------=====================================

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

<PAGE>


                          INTRUST Financial Corporation
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                            (in thousands of dollars)
                                                             Six Months Ended
                                                                 June 30,
                                                         -----------------------
                                                              1999       1998
--------------------------------------------------------------------------------
Cash provided (absorbed) by operating activities:
 Net Income                                                $  11,686  $   9,819

Adjustments to reconcile net income to net
  cash provided by operating activities:
   Provision for loan losses                                   5,310      5,950
   Provision for depreciation and amortization                 3,621      3,478
   Amortization of premium and accretion of discount on
         investment securities                                   (32)      (552)
   Gain on sale of investment securities                        (541)      (126)
   Loss on retirement of convertible capital notes               155          0
   Changes in assets and liabilities:
    Loans held for sale                                        3,883    (10,318)
    Prepaid expenses and other assets                           (758)       203
    Income taxes                                               1,083      9,287
    Interest receivable                                         (674)    (2,052)
    Interest payable                                           4,135      3,992
    Other liabilities                                           (336)      (415)
    Other                                                         19        (78)
--------------------------------------------------------------------------------
     Net cash provided by operating activities                27,551     19,188
--------------------------------------------------------------------------------
Cash provided (absorbed) by investing activities:
   Purchase of investment securities                         (77,115)  (145,098)
   Investment securities matured or called                   106,784     89,054
   Proceeds from sale of investment securities                   592        161
   Net increase in loans                                    (143,932)   (45,813)
   Purchases of land, buildings and equipment                 (3,326)    (1,819)
   Proceeds from sale of equipment                                10         17
   Proceeds from sale of other real estate
     and repossessions                                           625      1,865
   Other                                                        (732)    (2,537)
--------------------------------------------------------------------------------
     Net cash absorbed by investing activities              (117,094)  (104,170)
--------------------------------------------------------------------------------
Cash provided (absorbed) by financing activities:
   Net increase (decrease) in deposits                       (28,719)   (35,859)
   Net increase (decrease) in short-term borrowings           53,244     35,594
   Payments on notes payable                                       0     (8,000)
   Retirement of convertible capital notes                      (201)       (23)
   Proceeds from subordinated debentures                           0     57,500
   Cash dividends                                             (2,440)    (2,171)
   Purchase of treasury stock                                   (637)    (2,742)
--------------------------------------------------------------------------------
     Net cash provided (absorbed) by financing activities     21,247     44,299
--------------------------------------------------------------------------------

       Increase (decrease) in cash and cash equivalents      (68,296)   (40,683)

Cash and cash equivalents at beginning of period             200,606    261,109
--------------------------------------------------------------------------------

Cash and cash equivalents at end of period                 $ 132,310  $ 220,426
------------------------------------------------------------====================

Supplemental disclosures
   Interest paid                                             $29,951    $30,047
   Income tax paid (refunded)                                $ 6,353    $(2,409)

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

<PAGE>


                          INTRUST Financial Corporation
                   Notes to Consolidated Financial Statements
                                   (Unaudited)


1.  Principles of Consolidation and Presentation

The  accompanying  consolidated  financial  statements  include the  accounts of
INTRUST  Financial  Corporation and subsidiaries.  All significant  intercompany
accounts and transactions  have been  eliminated.  In the opinion of management,
the consolidated  financial statements reflect all normal recurring  adjustments
necessary  for a fair  presentation  of the  financial  position  and results of
operations for the periods presented.

The significant accounting policies followed in the preparation of the quarterly
financial  statements  are the  same as  those  disclosed  in the  1998  INTRUST
Financial  Corporation  Annual  Report on Form  10-K.  Reference  is made to the
"Notes to Consolidated  Financial Statements" under Item 8 of the 1998 Form 10-K
for additional disclosure.


2.  Allowance for Loan Losses

The  following is a summary of the  allowance for loan losses for the six months
ended June 30, 1999 and 1998 (in thousands):

                                                           1999          1998
--------------------------------------------------------------------------------
Balance, January 1                                        $21,703       $17,932
Additions:
      Provision for loan losses                             5,310         5,950
--------------------------------------------------------------------------------
                                                           27,013        23,882
Deductions:
      Loans charged off                                     4,570         4,347
      Less recoveries on loans
          previously charged off                            1,065           807
--------------------------------------------------------------------------------
      Net loan losses                                       3,505         3,540
--------------------------------------------------------------------------------
Balance, June 30                                          $23,508       $20,342
----------------------------------------------------------======================


Statement  of Financial  Accounting  Standards  ("SFAS")  No. 114 requires  that
certain impaired loans be measured based on the present value of expected future
cash flows  discounted  at the loan's  original  effective  interest  rate. As a
practical  expedient,  impairment may be measured based on the loan's observable
market  price or the  fair  value of the  collateral  if the loan is  collateral
dependent.  When the  measure  of the  impaired  loan is less than the  recorded
investment  in  the  loan,  the  impairment  is  recorded  through  a  valuation
allowance.

Less than 1% of the Company's total loan portfolio meet the criteria  defined in
SFAS Nos.  114 and 118 for  classification  as an  impaired  loan.  The  Company
maintained  a valuation  allowance  of $83,000 at June 30, 1999 related to loans
considered  impaired.  Interest income on this  classification of loans has been
recorded  by the  Company in a manner  consistent  with its  income  recognition
policies on other loans.  Such amount of interest  income is not material to the
Company's financial statements.


3.  Earnings Per Share Calculations

Basic earnings per share is computed  based upon the weighted  average number of
shares  outstanding.  Diluted  earnings per share includes  shares issuable upon
exercise  of stock  options  and assumes  that the 9%  convertible  subordinated
capital notes had been  converted  into common stock as of the beginning of each
respective period presented with related  adjustments to interest and income tax
expense. The following is a reconciliation of the numerators and denominators of
basic and diluted earnings per share:

                                                            Six Months Ended
                                                                June 30
--------------------------------------------------------------------------------
                                                             1999         1998
--------------------------------------------------------------------------------
Net income for basic earnings per share                    $11,686      $ 9,819
Interest expense on convertible debt, net of taxes             299          328
--------------------------------------------------------------------------------
Net income for diluted earnings per share                  $11,985      $10,147
-----------------------------------------------------------=====================

Weighted average shares for basic earnings per share     2,032,792    2,166,287
Shares issuable upon exercise of stock options              39,564       32,561
Shares issuable upon conversion of capital notes           359,055      373,605
--------------------------------------------------------------------------------
Weighted average shares for diluted earnings per share   2,431,411    2,572,453
---------------------------------------------------------=======================


Pro forma  disclosures of earnings per share,  as if the fair value based method
of  accounting  as  defined  in SFAS  No.  123 had been  applied,  have not been
presented since such disclosures  would not result in material  differences from
the intrinsic value method followed by the Company.


4.  Segment Reporting

Listed below is a presentation  of revenues and profits for all segments.  Taxes
are  not  allocated  to  segment  operations,  and  the  Company  did  not  have
discontinued  operations,  extraordinary  items or accounting changes for any of
the segments.  There has been no material  change in total  segment  assets from
amounts disclosed in the last annual report, and there has been no change in the
basis of  segmentation  or in the  measurement  of profit or loss since the last
annual report.

                                         Three Months Ended    Six Months Ended
                                               June 30,            June 30,
--------------------------------------------------------------------------------
                                            1999      1998      1999      1998
 -------------------------------------------------------------------------------
 Revenues from external customers
    Consumer banking                      $20,205   $15,985   $39,823   $35,466
    Commercial lending                      7,582     7,190    14,685    14,227
    Wealth management                       4,080     3,088     7,839     6,202
    Community banking                       4,632     4,275     9,259     8,468

 Intercompany revenues
    Consumer banking                      $(2,470)  $  (642)  $(4,918)  $(1,372)
    Commercial lending                          0         6         0        12
    Wealth management                          93        19       213       101
    Community banking                         211       307       291       684

 Segment profit
    Consumer banking                      $ 5,784   $ 4,306   $10,980   $ 9,792
    Commercial lending                      4,056     4,131     8,594     9,128
    Wealth management                       1,159       135     1,845       245
    Community banking                         548       813     1,405     1,458
 -------------------------------------------------------------------------------
       Profit from segments                11,547     9,385    22,824    20,623
       Expenses at corporate level not
          allocated to segments            (1,729)   (1,212)   (3,680)   (3,926)
 -------------------------------------------------------------------------------
       Consolidated income before tax     $ 9,818   $ 8,173   $19,144   $16,697
 -----------------------------------------======================================

<PAGE>


           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS



Unaudited consolidated net income of INTRUST Financial Corporation for the three
months  ended  June 30,  1999  totaled  $5,986,000,  increasing  5.0% over first
quarter results and establishing a new quarterly record for the Company.  Second
quarter  1999 net income was 34.9%  higher than  comparable  1998  amounts,  and
earnings  for the first six  months  of the year  have  increased  19% over 1998
amounts.  Year-to-date  1999  earnings per share (on a diluted  basis) are 25.1%
higher than 1998 amounts.  The Company  continues to experience  solid growth in
its principal markets,  leading to increased net interest income and noninterest
income. The Company's lending activities continue to generate increased volumes.
Average loans in the second quarter were 19.1% higher than comparable  levels in
1998. The Company's  wealth  management  activities  continue to grow at a rapid
rate, with year-to-date fee revenue from this line of business  increasing 27.7%
in 1999.  The Company also  recorded a  non-recurring  gain of $378,000 from the
sale of  securities  during the  quarter.  While the Company did  experience  an
increase in its net  charge-offs in the second  quarter,  overall credit quality
remained sound, as nonaccrual  loans and loans past due 90 days or more declined
21% from first quarter levels.

NET INTEREST INCOME.  After  increasing  nominally in the first  quarter,  the
Company's net interest income increased 7.5% over comparable 1998 amounts in the
second quarter. The Company recorded a modest increase in its interest spread in
the second quarter, reversing a trend that had occurred throughout 1998 and into
the first  quarter of 1999.  The  Company's  yield on  average  interest-earning
assets increased slightly in the second quarter, as an increasing  percentage of
its  interest-earning  assets are comprised of loans.  Average loans  (including
loans  available-for-sale) grew approximately $90 million during the quarter and
represented 80% of average  interest-earning  assets in the second quarter.  The
comparable 1998 percentage was 73.4%.  The Company  continues to operate in very
competitive  markets,  and does  not  believe  it will be able to  significantly
increase the percentage of interest-earning  assets deployed in loans. While the
recent increase by the Federal  Reserve in the targeted  federal funds rate will
result in the upward repricing of a portion of the Company's loan portfolio, the
Company does expect, on a long-term basis, to continue to experience compression
in its interest margin.

Funding costs continued their modest decline in 1999,  falling another two basis
points in the second quarter.  The cost of  interest-bearing  liabilities in the
second  quarter of 1999 was 4.24%,  compared to 4.65%  during the same period of
1998. While competition for funds remains  significant,  the Company's lead bank
experienced  a net increase in the number of deposit  accounts  serviced  during
each month of the second quarter.  Noninterest-bearing demand deposits comprised
21.5% of total  deposits at  quarter-end,  1999,  compared to 23.1% in 1998.  In
addition to its efforts to increase its deposit base,  the Company  continues to
evaluate alternative funding sources.


PROVISION FOR LOAN LOSSES.  The Company  recorded a provision for loan losses of
$3,030,000  in the second  quarter,  an increase of $750,000  over first quarter
levels. Charge-offs in the quarter increased $834,000 over first quarter levels.
The Company charged-off two commercial loans in the second quarter, resulting in
a  $945,000  increase  in  charge-offs  in this line of  business  in the second
quarter. This increase in charge-offs was mitigated to some degree by a decrease
in the level of  charge-offs  for both the credit card and  installment  lending
categories.  Year-to-date,  net  charge-offs  in 1999 are $35,000 less than 1998
levels.  Nonaccrual and past due loans have declined 22% from the level recorded
at the  beginning  of the year.  Nonaccrual  and loans  past due 90 days or more
comprised .31% of total loans at June 30, 1999. Comparable  percentages at March
31, 1999 and June 30, 1998 were .41% and .47%, respectively.

The  Company's  allowance for loan losses at June 30, 1999 was equal to 1.51% of
total loans and 494% of loans considered risk elements.  Comparable  percentages
at March 31, 1999 and December 31, 1998 were 1.55% and 377%, and 1.53% and 355%,
respectively. All segments of the loan portfolio are generally performing as had
been expected.  The charge-offs in the commercial  lending segment in the second
quarter  were in  unrelated  industries  and in  different  geographical  areas.
Management  will continue to actively  review the activity in its loan portfolio
to ensure that the provision  for loan losses and  resultant  allowance for loan
losses remain adequate to appropriately  address the credit risk existing in the
portfolio.  Should the  Company's  assessment of its credit risk for the rest of
the year remain consistent with that of the second quarter,  it is expected that
the 1999  provision  for loan losses will be  approximately  equal to the amount
recorded in 1998.

Summary of Loan Loss Experience
--------------------------------------------------------------------------------
                                                                June 30,
                                                          1999           1998
--------------------------------------------------------------------------------
Amount of loans at period-end                          $1,554,338     $1,303,349
-------------------------------------------------------=========================

YTD Average loans outstanding                          $1,477,805     $1,270,926
-------------------------------------------------------=========================

Beginning balance of allowance for loan losses            $21,703        $17,932

Loans charged-off
   Commercial, Financial and Agricultural                   1,427            743
   Credit Card                                              2,280          2,600
   Installment                                                863          1,004
--------------------------------------------------------------------------------
Total loans charged off                                     4,570          4,347
--------------------------------------------------------------------------------

Recoveries on charge-offs
   Commercial, Financial and Agricultural                     298            195
   Real Estate-Mortgage                                         6              8
   Credit Card                                                492            430
   Installment                                                269            174
--------------------------------------------------------------------------------
Total recoveries                                            1,065            807
--------------------------------------------------------------------------------

Net loans charged off                                       3,505          3,540

Provision charged to expense                                5,310          5,950
--------------------------------------------------------------------------------

Ending balance of allowance for loan losses               $23,508        $20,342
----------------------------------------------------------======================

Net charge-offs/average loans                               0.24%          0.28%
----------------------------------------------------------======================

Allowance for loan losses/loans at period-end               1.51%          1.56%
----------------------------------------------------------======================


The accompanying  table summarizes,  by type, the Company's  outstanding  loans,
excluding loans  held-for-sale.  Installment loans are principally  comprised of
loans secured by automobiles.

                                             June 30, 1999     December 31, 1998
--------------------------------------------------------------------------------
                                                     Percent             Percent
                                           Amount   of Total   Amount   of Total
--------------------------------------------------------------------------------
Commercial, Financial  and Agricultural  $  757,817   48.7%  $  707,326    50.0%
Real Estate-Construction                     47,653    3.1       38,137     2.7
Real Estate-Mortgage                        299,852   19.3      250,282    17.7
Installment, excluding credit card          335,924   21.6      299,884    21.2
Credit card                                 113,092    7.3      119,149     8.4
--------------------------------------------------------------------------------
  Subtotal                                1,554,338  100.0%   1,414,778   100.0%
Allowance for loan losses                   (23,508)             (21,703)
--------------------------------------------------------------------------------
  Total                                  $1,530,830           $1,393,075
-----------------------------------------=======================================

As noted above,  loans  considered risk elements,  as presented in the following
table,  totaled  .31% of total  loans,  declining  from  prior  quarter  levels.
Management  is not aware of issues  that would  significantly  impact the credit
quality of the loan  portfolio in 1999.  Management  believes the  allowance for
loan losses to be adequate at this time.

                                                         June 30,   December 31,
                                                          1999         1998
--------------------------------------------------------------------------------
Loan Categories
     Nonaccrual Loans                                    $4,036       $5,027
     Past Due 90 days or more                               721        1,090
--------------------------------------------------------------------------------
Total                                                    $4,757       $6,117
---------------------------------------------------------=======================

LIQUIDITY AND CAPITAL  RESOURCES.  The Company  considered  its liquidity  level
adequate at June 30, 1999.  Growth in the Company's loan portfolio has, however,
resulted in an overall decline in liquidity levels.  The Company's  loan/deposit
ratio at June 30, 1999 was 96.0%, compared to 90.9 % at March 31, 1999 and 85.9%
at December 31, 1998.

The Company entered into additional  Federal Funds borrowing  relationships with
other  financial  institutions  during the quarter.  At June 30, the Company had
aggregate Federal Funds lines of $145 million. In addition,  the Company entered
into a branch  purchase  and  assumption  agreement  in the  second  quarter  to
purchase certain assets and assume certain liabilities of the Kansas branches of
U.S. Bank, N.A. It is anticipated that this  transaction,  which is scheduled to
close in the late  third or early  fourth  quarter of this  year,  will  provide
additional liquidity to the Company.

The Company  continues  to maintain an  investment  portfolio  with a relatively
short  weighted  average  maturity.  At June 30, 1999,  the average  maturity of
United States government and agency securities in the investment portfolio was 1
year and 6 months, and the average maturity of municipal  securities was 3 years
and 9 months.

The Company has thoroughly  reviewed its investment  security  portfolio and has
determined  that at June 30,  1999,  it has the  ability  and intent to hold all
securities in the portfolio that have been classified as held-to-maturity.  With
the increases the Company is experiencing in its loan portfolio,  it has started
classifying  purchases of United  States  government  and agency  securities  as
available-for-sale.  The  Company  believes  that it has a variety of sources of
additional  liquidity  available.  These  include,  but are not  limited to, the
following: securities classified as available-for-sale,  the regularly scheduled
maturities of those securities presently held in its investment  portfolio,  the
securitization  of credit  card  receivables,  the ability to  securitize  other
receivables, such as automobile loans, and federal funds lines available through
other  financial  institutions.  The  Company  believes  these  sources  provide
sufficient liquidity to meet depositors' needs and make available lendable funds
within its service area.

As has been  disclosed  in  previous  filings,  in  January,  1998,  a statutory
business trust of the Company issued  $57,500,000 in cumulative  trust preferred
securities.  These preferred securities, which qualify as capital for regulatory
reporting  purposes,  have a  distribution  rate of  8.24%,  and will  mature on
January 31, 2028,  unless  called or extended by the  Company.  The Company owns
100% of the common stock of the trust,  and the only assets of the trust consist
of the 8.24% subordinated  debentures due January 31, 2028 issued by the Company
to the trust.  The Company has issued Back-up  Obligations to the trust,  which,
when taken in the aggregate,  constitute the full and unconditional guarantee by
the Company of all of the trust's obligations under the preferred securities.

The  Company's  capital  position   continues  to  exceed   regulatory   capital
requirements.  The Company  must  maintain a minimum  ratio of total  capital to
risk-weighted assets of 8%, of which at least 4% must qualify as Tier 1 capital.
At June 30, 1999, the Company's total capital to risk-weighted  assets ratio was
11.1% and its Tier 1 capital to risk-weighted assets ratio was 9.2%.

In addition to the aforementioned regulatory requirements, each of the Company's
subsidiary banks met all capital ratios required at the individual bank level.

OTHER  INCOME  AND  OTHER  EXPENSE.   Second  quarter   noninterest  income  was
$11,829,000,  increasing  6.6% over first quarter levels,  and increasing  19.2%
over second quarter,  1998 amounts.  The Company recorded growth in all areas of
noninterest income during the quarter.  Increased volumes resulted in additional
service  charge and wealth  management  fee income.  The Company  also  recorded
securities gains of $378,000, as stock issued to one of the Company's subsidiary
banks in connection with an initial public offering was sold.

Second  quarter  service  charges on deposit  accounts  increased 9.7% over 1998
levels.  The Company's lead bank continued to experience growth in the number of
deposit  accounts  serviced.  Increases have also been realized in the number of
customers  utilizing  the  Company's  cash  management  services.  These  volume
increases,  when combined with certain repricing initiatives,  are the principal
reasons for the increase in this revenue line item. The Company has disclosed in
previous  filings that it has  significantly  increased  its  investment  in the
wealth management area. Assets under management in the wealth management area at
June 30, 1999 have increased 41.5% over  comparable  1998 amounts,  and this has
led to a 29.1% increase in second quarter wealth management fee income.

Credit card fee income was essentially unchanged from first quarter amounts, but
it did increase  approximately 5.4% over comparable 1998 second quarter amounts.
Transactional  volumes in the  second  quarter  of 1999 did not  experience  the
seasonal  fluctuation that they did in 1998, and certain  repricing changes made
in the second half of 1998  resulted in  somewhat  higher  levels of fee income.
These factors  combined to offset the Company's  increased costs associated with
its affinity groups.  As noted above, the securities gains recorded this quarter
were the result of a non-recurring transaction.  One of the Company's subsidiary
banks owned certain life insurance policies issued by a mutual insurance agency.
When that  insurance  company  changed its  ownership  structure to one of stock
ownership, it issued common stock to its policyholders. The Company's subsidiary
bank subsequently sold the equity securities that it had been issued,  resulting
in a gain of $375,000.

Other service  charges,  fees and income  increased  $175,000 over first quarter
levels and  $405,000  over  second  quarter,  1998  amounts.  A majority  of the
quarterly  change is due to an increase in the dollar amount of sales of annuity
products during the second quarter,  as well as providing  additional amounts of
employee  benefit  plan  record-keeping  and  educational  services.  While  the
year-over-year  change was also effected by the aforementioned  factors,  it was
impacted to a greater  extent by the  increased  volume of ATM  transactions  in
1999. The Company's  expansion of its ATM delivery system into a  market-leading
convenience  store system in the second half of 1998 has greatly  increased  the
Company's  ATM  presence,  and  has  resulted  in a  much  higher  level  of ATM
transactions.


Total noninterest  expenses in the second quarter increased 5.5% over comparable
1998  amounts  and were 2.2%  higher  than  comparable  first  quarter  amounts.
Salaries and employee  benefit costs increased 6.6% over prior year levels.  The
year-over-year  increase in average  employment levels in the second quarter was
approximately 2.7%. In addition, employee benefit costs in the second quarter of
1999 were  approximately 20% higher than during the same period of 1998. General
wage increases accounted for the remainder of the increase in this line item.

Net occupancy and equipment  costs for the second quarter have  increased  18.6%
over prior year  amounts,  and  year-to-date  have  increased  15.0%.  Increased
depreciation  expense accounts for approximately 60% of this increase.  As noted
in previous  filings,  the Company has  replaced  fully  depreciated  technology
equipment,  replaced two facilities,  and opened a new branch in Andover, Kansas
in the second half of 1998. Quarterly data processing expense increased $175,000
over 1998  levels as  increased  account  volumes  resulted  in  increased  data
processing  expense,  and the Company continued to expend development efforts on
its Internet  site and  enhancement  of its  Internet  banking  products.  Other
noninterest expenses in the second quarter increased 3.8% over 1998 amounts, due
principally to increases in item  processing and credit card  processing  costs.
Increased  transaction  volume has resulted in increased  costs in these expense
categories.  Year-over-year changes in other noninterest expense categories were
relatively modest.


YEAR 2000  ISSUES.  As described in previous  filings,  the Company,  along with
other financial  institutions,  face potentially  serious issues associated with
the inability of existing data processing hardware and software to appropriately
recognize calendar dates beginning in the year 2000.  Computer programs that can
only  distinguish  the final two digits of the year entered may read entries for
the year 2000 as the year 1900 and  compute  payment,  interest  or  delinquency
based on the  wrong  date or are  expected  to be  unable  to  compute  payment,
interest or delinquency amounts.

The Company has been actively engaged in efforts to assess,  renovate,  test and
implement necessary changes to its existing systems.  The Company outsources its
principal data processing activities to third party vendors, and all significant
software  application  systems  are also  purchased  from third  parties.  These
outsourced  systems  include  its core loan,  deposit,  credit  card,  trust and
general  ledger  systems.  The Company  believes  that its vendors are  actively
addressing  the problems  associated  with the Y2K issue.  At June 30, 1999, the
Company has completed its  assessment,  renovation,  testing and  implementation
phases,  and  believes  all  significant   software   application   systems  are
Y2K-compliant.

The  Company's  Y2K  efforts  have not had a  material  impact on its  financial
position or its results of operations.  Payments to third parties as a result of
work performed in connection  with Y2K have not been material.  As the Company's
major systems are  outsourced to third parties,  the Company is not  responsible
for the actual renovation of code for these systems.  Y2K has, however,  delayed
the Company's ability to implement system enhancements that might have otherwise
increased efficiencies. The failure to have these enhancements in place does not
present  the  Company  with  operational  difficulties  or impact the  Company's
ability to adequately serve its customers.

The failure of the Company's  customers to adequately prepare for Y2K could have
an adverse  effect on such  customer's  operations  and  profitability,  thereby
impacting the customer's  ability to repay loans in accordance with their terms.
The Company has  completed a survey of its  customer  base on their Y2K efforts.
Survey results were generally favorable.  The Company has addressed the prospect
of any additional risk associated  with its lending  portfolio  arising from Y2K
issues in the normal course of its overall risk analysis.

It is  possible  that Y2K may result in a greater  demand for  liquidity  at the
Company's  subsidiary  banks.  The  Company's  overall  liquidity  plan  for its
subsidiary  banks is complete.  The  modification  of the Company's  contingency
planning documents for Y2K issues is also complete,  and testing of the plan has
been completed.

NEW ACCOUNTING  STANDARDS.  Statement of Financial Accounting Standards No. 133,
"Accounting  for Derivative  Instruments  and Hedging  Activities",  establishes
accounting and reporting standards for derivative instruments, including certain
derivative  instruments  embedded in other contracts and for hedging activities.
This  Statement is effective for all fiscal  quarters of fiscal years  beginning
after June 15, 2000.

Statement  of  Financial   Accounting   Standards  No.  134,   "Accounting   for
Mortgage-Backed  Securities  Retained after the Securitization of Mortgage Loans
Held  for  Sale by a  Mortgage  Banking  Enterprise",  conforms  the  subsequent
accounting for securities retained after the securitization of mortgage loans by
a mortgage  banking  enterprise  with the  subsequent  accounting for securities
retained  after the  securitization  of other  types of assets by a  nonmortgage
banking enterprise.  This Statement became effective in the first fiscal quarter
of 1999.

The  adoption  of  Statement  No.  134 did not  have a  material  impact  on the
operating  results or financial  condition of the Company.  The Company does not
anticipate that adoption of Statement No. 133 will have a material impact on its
operating results or its financial condition.


<PAGE>


                            PART 2. OTHER INFORMATION



Item 6(b). Exhibits and Reports on Form 8-K.

                 (a) Exhibits
                       Exhibit No.                   Description
                          27                          Financial Data Schedule

                 (b)  There  were no  reports  on Form 8-K filed  during  the
               quarter for which this report is filed.




SIGNATURES


Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


INTRUST Financial Corporation




Date:  August 4, 1999                          By: /s/ C.Q. Chandler IV
                                                  ---------------------
                                                  C. Q. Chandler IV
                                                  President
                                                  (Principal Executive Officer)




Date:  August 4, 1999                          By: /s/ Jay L. Smith
                                                  -----------------
                                                  Jay L. Smith
                                                  Chief Financial Officer
                                                  (Principal Accounting Officer)


<PAGE>


EXHIBIT INDEX


       Number                Description
           27                     Financial Data Schedule