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 March 31, 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 April 15, 1999, there were 2,031,903 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)

                                                      March 31,     December 31,
Assets                                                  1999            1998
-------------------------------------------------------------------------------
Cash and cash equivalents:
   Cash and due from banks                           $  102,556     $  132,056
   Federal funds sold and securities purchased
      under agreements to resell                         40,170         68,550
-------------------------------------------------------------------------------
        Total cash and cash equivalents                 142,726        200,606
-------------------------------------------------------------------------------
Investment securities:
   Held-to-maturity (market value, $154,546 for 
      1999 and $178,305 for 1998)                       153,085        176,305
   Available-for-sale, at market                        213,212        208,752
   Equity, at cost                                        2,769          2,763
-------------------------------------------------------------------------------
        Total investment securities                     369,066        387,820
-------------------------------------------------------------------------------
Loans held-for-sale                                      30,665         34,834
Loans, net of allowance for loan losses of
   $22,718 in 1999 and $21,703 in 1998                1,446,964      1,393,075
Land, buildings and equipment, net                       30,028         29,509
Other assets                                             72,877         69,621
-------------------------------------------------------------------------------
      Total assets                                   $2,092,326     $2,115,465
-----------------------------------------------------==========================

Liabilities and Stockholders' Equity
-------------------------------------------------------------------------------
   Deposits                                          $1,617,046     $1,647,354
   Short-term borrowings:
      Federal funds purchased and securities sold
        under agreements to repurchase                  233,327        241,955
      Other                                               9,675          2,260
-------------------------------------------------------------------------------
        Total short-term borrowings                     243,002        244,215
-------------------------------------------------------------------------------

   Accounts payable and accrued liabilities              18,153         13,207
   Notes payable                                         12,500         12,500
   Convertible capital notes                             10,755         11,078
   Guaranteed preferred beneficial interests in the
       Company's subordinated debentures                 57,500         57,500
-------------------------------------------------------------------------------
          Total liabilities                           1,958,956      1,985,854
-------------------------------------------------------------------------------

Stockholders' equity:
   Common stock, $5 par value; 10,000,000 shares
     authorized, 2,427,900 shares issued in 1999
     and 2,418,573 issued in 1998                        12,139         12,093
   Capital surplus                                       12,698         12,464
   Retained earnings                                    143,556        139,078
   Treasury stock, at cost (395,518 shares in 1999
     and 391,824 shares in 1998)                        (35,114)       (34,626)
   Unrealized securities gains, net of tax                   91            602
-------------------------------------------------------------------------------
          Total stockholders' equity                    133,370        129,611
-------------------------------------------------------------------------------
      Total liabilities and stockholders' equity     $2,092,326     $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
                                                             Ended March 31,
                                                       ------------------------
                                                            1999        1998
-------------------------------------------------------------------------------
Interest income:
   Loans                                                  $30,445     $29,101
   Investment securities                                    5,473       4,937
   Federal funds sold and securities purchased 
     under agreements to resell, and other                    601       1,966
-------------------------------------------------------------------------------
       Total interest income                               36,519      36,004
-------------------------------------------------------------------------------
Interest expense:
   Deposits                                                12,577      12,570
   Federal funds purchased and securities sold 
     under agreement to repurchase                          2,569       2,616
   Convertible capital notes                                  241         252
   Subordinated debentures                                  1,185         921
   Other borrowings                                           293         411
-------------------------------------------------------------------------------
       Total interest expense                              16,865      16,770
-------------------------------------------------------------------------------
       Net interest income                                 19,654      19,234
Provision for loan losses                                   2,280       3,600
-------------------------------------------------------------------------------
       Net interest income after provision
         for loan losses                                   17,374      15,634
-------------------------------------------------------------------------------
Noninterest income:
   Service charges on deposit accounts                      2,750       2,434
   Wealth management fees                                   3,247       2,572
   Credit card fees                                         2,187       2,351
   Securities gains                                           163         126
   Other service charges, fees and income                   2,749       4,061
-------------------------------------------------------------------------------
       Total noninterest income                            11,096      11,544
-------------------------------------------------------------------------------
Noninterest expenses:
   Salaries and employee benefits                           9,999       9,199
   Net occupancy and equipment expense                      2,392       2,149
   Advertising and promotional activities                     900         870
   Data processing expense                                  1,088         955
   Supplies                                                   540         597
   Postage and dispatch                                       494         526
   Goodwill amortization                                      403         405
   Deposit insurance assessment                                63          59
   Other                                                    3,265       3,894
-------------------------------------------------------------------------------
       Total noninterest expenses                          19,144      18,654
-------------------------------------------------------------------------------
       Income before provision for income taxes             9,326       8,524
Provision for income taxes                                  3,626       3,142
-------------------------------------------------------------------------------
       Net income                                           5,700       5,382
Other comprehensive income                                   (511)       (419)
-------------------------------------------------------------------------------
       Comprehensive income                               $ 5,189     $ 4,963
----------------------------------------------------------=====================
Per share data:
   Basic earnings per share                                 $2.80       $2.48
----------------------------------------------------------=====================
   Diluted earnings per share                               $2.40       $2.16
----------------------------------------------------------=====================
Cash Dividends                                              $0.60       $0.50
----------------------------------------------------------=====================

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)
                                                             Three Months Ended
                                                                 March 31,
                                                            --------------------
                                                               1999      1998
--------------------------------------------------------------------------------
Cash provided (absorbed) by operating activities:
 Net Income                                                 $  5,700  $  5,382
Adjustments   to  reconcile  net  income  to  net
  cash  provided  by  operating activities:
   Provision for loan losses                                   2,280     3,600
   Provision for depreciation and amortization                 1,774     1,740
   Amortization of premium and accretion of discount on
         investment securities                                   (20)     (324)
   Gain on sale of investment securities                        (163)     (126)
   Loss on retirement of convertible capital notes               144         0
   Changes in assets and liabilities:
    Loans held for sale                                        4,169    (4,051)
    Prepaid expenses and other assets                         (2,025)       20
    Income taxes                                               3,571     8,099
    Interest receivable                                         (821)   (1,186)
    Interest payable                                           2,035     2,006
    Other liabilities                                         (1,011)   (1,316)
    Other                                                          0        72
--------------------------------------------------------------------------------
     Net cash provided by operating activities                15,633    13,916
--------------------------------------------------------------------------------
Cash provided (absorbed) by investing activities:
   Purchase of investment securities                         (32,000) (101,171)
   Investment securities matured or called                    49,877    51,631
   Proceeds from sale of investment securities                   214       161
   Net increase in loans                                     (56,700)   (2,909)
   Purchases of land, buildings and equipment                 (1,622)     (805)
   Proceeds from sale of equipment                                 1         5
   Proceeds from sale of other real estate
     and repossessions                                           336       883
   Other                                                        (202)   (2,424)
--------------------------------------------------------------------------------
     Net cash absorbed by investing activities               (40,096)  (54,629)
--------------------------------------------------------------------------------
Cash provided (absorbed) by financing activities:
   Net increase (decrease) in deposits                       (30,308)   34,104
   Net increase (decrease) in short-term borrowings           (1,213)   21,050
   Payments on notes payable                                       0    (8,000)
   Retirement of convertible capital notes                      (187)        0
   Proceeds from subordinated debentures                           0    57,500
   Cash dividends                                             (1,221)   (1,086)
   Purchase of treasury stock                                   (488)     (348)
--------------------------------------------------------------------------------
     Net cash provided (absorbed) by financing activities    (33,417)  103,220
--------------------------------------------------------------------------------

       Increase (decrease) in cash and cash equivalents      (57,880)   62,507

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

Cash and cash equivalents at end of period                  $142,726  $323,616
------------------------------------------------------------====================

Supplemental disclosures
   Interest paid                                             $14,830   $14,764
   Income tax paid (refunded)                                $    33   $(4,957)

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 three months
ended March 31, 1999 and 1998 (in thousands):
                                                        1999          1998
                                                     ---------     ---------
            Balance, January 1                        $21,703       $17,932
            Additions:
                  Provision for loan losses             2,280         3,600
                                                     ---------     ---------
                                                       23,983        21,532
            Deductions:
                  Loans charged off                     1,868         2,199
                  Less recoveries on loans
                      previously charged off              603           406
                                                     ---------     ---------
                  Net loan losses                       1,265         1,793
                                                     ---------     ---------
            Balance, March 31                         $22,718       $19,739
                                                     =========     =========

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 $11,000 at March 31, 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:
                                                           Three Months Ended
                                                                March 31,
-------------------------------------------------------------------------------
                                                            1999         1998
-------------------------------------------------------------------------------
Net income for basic earnings per share                    $5,700       $5,382
Interest expense on convertible debt, net of taxes            149          164
-------------------------------------------------------------------------------
Net income for diluted earnings per share                  $5,849       $5,546
-----------------------------------------------------------====================

Weighted average shares for basic earnings per share    2,033,548    2,171,292
Shares issuable upon exercise of stock options             39,482       28,066
Shares issuable upon conversion of capital notes          359,728      373,967
-------------------------------------------------------------------------------
Weighted average shares for diluted earnings per share  2,432,758    2,573,324
--------------------------------------------------------=======================


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 March 31,
                                                        1999             1998
 -------------------------------------------------------------------------------
 Revenues from external customers
    Consumer banking                                  $19,618         $19,481
    Commercial lending                                  7,103           7,037
    Wealth management                                   3,759           3,114
    Community banking                                   4,627           4,193

 Intercompany revenues
    Consumer banking                                  $(2,448)        $  (730)
    Commercial lending                                      0               6
    Wealth management                                     120              82
    Community banking                                      80             377

 Segment profit
    Consumer banking                                  $ 5,196         $ 5,486
    Commercial lending                                  4,538           4,996
    Wealth management                                     686             111
    Community banking                                     857             645
--------------------------------------------------------------------------------
       Profit from segments                            11,277          11,238
       Expenses at corporate level not
         allocated to segments                         (1,951)         (2,714)
 -------------------------------------------------------------------------------
       Consolidated income before tax                 $ 9,326         $ 8,524
 -----------------------------------------------------==========================


<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 March 31, 1999 was $5,700,000, increasing 5.9% over comparable 1998
amounts and  establishing  a new quarterly  record for the Company.  The Company
continues  to  experience  solid  growth in its  principal  markets,  leading to
increased  net interest  income and  noninterest  income.  Average loans for the
quarter  increased  13.8% over 1998  levels,  and wealth  management  fee income
increased  26.2%  over  comparable  period  1998  amounts.  There  have  been no
significant  credit quality issues in the first quarter of 1999.  Nonaccrual and
past due loans have increased 4.2% over prior year amounts,  comparing favorably
to the overall increase in the Company's loan portfolio.

NET INTEREST INCOME. The Company's net interest income increased  nominally from
prior year amounts.  First quarter,  1999 net interest  income was $420,000,  or
2.2% greater  than  comparable  1998  amounts.  As noted above,  the Company has
experienced   significant   lending   growth,   with   total   loans   averaging
$1,431,593,000 this quarter.  However,  the Company continues to operate in very
competitive  markets,  and has  experienced  a 23  basis  point  decline  in its
interest  spread.  Much of the margin  compression is attributable to an overall
decline in yields on  interest-earning  assets.  Yields  have  declined 55 basis
points,   and  the  decline   would  have  been  greater  but  for  the  greater
concentration  of  interest-earning   assets  invested  in  loans.  Loans  as  a
percentage of interest-earning  assets averaged 77.1% in 1999, compared to 73.1%
in 1998.

Funding costs did decline  somewhat in 1999 when  compared to 1998 amounts.  The
cost of  interest-bearing  liabilities  in the first  quarter of 1999 was 4.26%,
compared to 4.58% during the same period of 1998.  Competition for funds remains
significant,  but the Company's  lead bank has seen a net increase in the number
of  deposit   accounts   serviced   of  4.5%  over  the  last   twelve   months.
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 provision for loan losses for the first quarter
of 1999 was  $2,280,000,  decreasing  $1,320,000 from the amount recorded in the
first quarter of 1998. Net  charge-offs in 1999 declined 29.4% from 1998 levels.
Nonaccrual and past due loans did increase  modestly over comparable  prior year
amounts ($244,000), but have declined as a percentage of total loans. Nonaccrual
and loans  past due 90 days or more  comprised  .41% of total  loans  (excluding
loans held for sale) at March 31, 1999, compared to .46% at March 31, 1998.

The Company's  allowance for loan losses at March 31, 1999 was equal to 1.55% of
total loans, and 377% of loans considered risk elements.  Comparable  amounts at
December  31, 1998 and March 31,  1998 were 1.53% and 355%,  and 1.56% and 342%,
respectively.  All segments of the loan  portfolio  are  performing  as had been
expected,  and there have been no significant,  unanticipated losses in the loan
portfolio in 1999.  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 first quarter,
it is expected  that the 1999  provision  for loan losses will be slightly  less
than the amount recorded in 1998.

Summary of Loan Loss Experience
------------------------------------------------------------------------------
                                                            March 31,
                                                     1999               1998
------------------------------------------------------------------------------
Amount of loans at period-end                    $1,469,682        $1,262,644
-------------------------------------------------=============================
YTD Average loans outstanding                    $1,431,593        $1,257,641
-------------------------------------------------=============================

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

Loans charged-off
   Commercial, Financial and Agricultural               241               361
   Credit Card                                        1,181             1,318
   Installment                                          446               520
------------------------------------------------------------------------------
Total loans charged off                               1,868             2,199
------------------------------------------------------------------------------

Recoveries on charge-offs
   Commercial, Financial and Agricultural               248               133
   Real Estate-Mortgage                                   3                 5
   Credit Card                                          234               204
   Installment                                          118                64
------------------------------------------------------------------------------
Total recoveries                                        603               406
------------------------------------------------------------------------------

Net loans charged off                                 1,265             1,793

Provision charged to expense                          2,280             3,600
--------------------------------------------------------------------------------
Ending balance of allowance for loan losses         $22,718           $19,739
-------------------------------------------------=============================

Net charge-offs/average loans                         0.09%             0.14%
-------------------------------------------------=============================

Allowance for loan losses/loans at period-end         1.55%             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.

                                           March 31, 1999      December 31, 1998
--------------------------------------------------------------------------------
                                                    Percent              Percent
                                           Amount  Of Total     Amount  of Total
--------------------------------------------------------------------------------
Commercial, Financial and Agricultural  $  732,478   49.8%   $  707,326    50.0%
Real Estate-Construction                    41,839    2.9        38,137     2.7
Real Estate-Mortgage                       270,464   18.4       250,282    17.7
Installment, excluding credit card         313,991   21.4       299,884    21.2
Credit card                                110,910    7.5       119,149     8.4
--------------------------------------------------------------------------------
  Subtotal                               1,469,682  100.0%    1,414,778   100.0%
Allowance for loan losses                  (22,718)             (21,703)
--------------------------------------------------------------------------------
  Total                                 $1,446,964           $1,393,075
----------------------------------------========================================

As noted above,  loans  considered risk elements,  as presented in the following
table,  totaled  .41% 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.

                                                     March 31,    December 31,
                                                       1999           1998
--------------------------------------------------------------------------------
Loan Categories
   Nonaccrual Loans                                   $5,059         $5,027
   Past Due 90 days or more                              960          1,090
--------------------------------------------------------------------------------
       Total                                          $6,019         $6,117
-----------------------------------------------------===========================

LIQUIDITY AND CAPITAL  RESOURCES.  The Company  considered  its liquidity  level
adequate at March 31, 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 March 31, 1999 was 90.9%, compared to 79.6% at March 31, 1998 and 85.9%
at December 31, 1998. The Company continues to maintain an investment  portfolio
with a relatively  short  weighted  average  maturity.  At March 31,  1999,  the
average  maturity  of United  States  government  and agency  securities  in the
investment  portfolio  was 1 year and 5  months,  and the  average  maturity  of
municipal securities was 3 years and 10 months.

The Company has thoroughly  reviewed its investment  security  portfolio and has
determined  that at March 31,  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 March 31, 1999, the Company's total capital to risk-weighted assets ratio was
11.4% and its Tier 1 capital to risk-weighted assets ratio was 9.4%.

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.  First  quarter  noninterest  income  declined
$448,000 from prior year levels.  Included in 1998's first  quarter  noninterest
income was a $1.5  million gain on the  disposition  of the  Company's  national
merchant processing business.  Excluding this non-recurring  event,  noninterest
income increased 10.5% over 1998 levels.
 
Service charges on deposit accounts increased 13.0% over 1998 levels.  Growth in
the number of deposit accounts  serviced,  combined with increases in the number
of customers  utilizing the Company's cash management services are the principal
reasons for the  increase in this  revenue  line item.  As discussed in previous
filings,  the Company has  significantly  increased its investment in the wealth
management area.  Assets under management in this area have increased 17.9% over
comparable 1998 amounts,  and this has led to a 26.2% increase in this source of
fee income. Credit card fees declined 7.0% in 1999.  Year-over-year,  gross fees
increased  modestly  (2.7%),  but additional costs associated with the Company's
affinity groups resulted in a decline in net credit card fees.  Securities gains
recognized  in the first  quarter  were the  result of a  contractual  agreement
specifying  the sale  over a three  year  period  of some  stock  acquired  in a
previous acquisition. 1999 was the last installment of that agreement.

Other service charges,  fees and income declined $1,312,000 from 1998 levels. As
noted above, the Company,  during the first quarter of 1998, elected to sell its
national merchant processing business. The Company continues to process merchant
accounts, but believes that its efforts can be more productive if focused on its
regional trade territory. The sale of this national merchant processing business
resulted in the  recognition  of a $1.5 million gain on the  disposition  of the
business. Excluding this gain from 1998 results, other service charges, fees and
income would have increased 7.3% over 1998 levels.

Total  noninterest  expenses in the first quarter increased 2.6% over comparable
1998 amounts. Salaries and employee benefit costs increased 8.7% over prior year
levels.  Increases in health care costs and the Company's  401k match  accounted
for  approximately  13% of the increase in salaries and  employee  benefits.  In
addition,  the number of full-time  equivalent employees employed by the Company
at March 31, 1999 was 920, an increase of 29 over March 31, 1998 levels.

Net occupancy and equipment costs  increased 11.3% over prior year amounts.  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. Data processing  expense increased  $133,000 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 declined $629,000 from
1998 amounts.  The sale of the national merchant processing business resulted in
a lesser level of merchant  processing  expense.  The Company  also  experienced
reductions in its net interchange expense, and costs associated with repossessed
assets.  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 March 31, 1999, the
Company has completed its assessment and renovation phases. 95% of the renovated
systems have been validated and tested, and 75% of the  implementation  plan has
been completed.  The Company believes it is on schedule to complete its Y2K plan
in the second quarter of 1999.

The  Company  does not expect its Y2K  efforts to have 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  substantially  complete.  The Company intends to test this
plan  in  the  second  quarter  of  1999.  The  modification  of  the  Company's
contingency  planning documents for Y2K issues is also  substantially  complete,
and should be tested in the second quarter.

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, 1999.

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:  May 14, 1999                           By:  /s/ C.Q. Chandler IV
                                                  ---------------------
                                                  C. Q. Chandler IV
                                                  President
                                                  (Principal Executive Officer)




Date:  May 14, 1999                           By: /s/ Jay L. Smith
                                                  -----------------
                                                  Jay L. Smith
                                                  Chief Financial Officer
                                                  (Principal Accounting Officer)


<PAGE>


EXHIBIT INDEX


       Number                Description
       ------                -----------
           27                Financial Data Schedule