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 September 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 October 15, 1999,  there were  2,040,077  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)

                                                     September 30,  December 31,
Assets                                                   1999           1998
--------------------------------------------------------------------------------
Cash and cash equivalents:
   Cash and due from banks                             $  116,896   $  132,056
   Federal funds sold and securities purchased
      under agreements to resell                           51,615       68,550
-------------------------------------------------------------------------------
        Total cash and cash equivalents                   168,511      200,606
-------------------------------------------------------------------------------
Investment securities:
   Held-to-maturity (market value, $88,567 for 1999
       and $178,305 for 1998)                              88,311      176,305
   Available-for-sale, at market                          361,622      208,752
   Equity, at cost                                          2,783        2,763
-------------------------------------------------------------------------------
        Total investment securities                       452,716      387,820
-------------------------------------------------------------------------------
Loans held-for-sale                                        31,211       34,834
Loans, net of allowance for loan losses of
   $24,781 in 1999 and $21,703 in 1998                  1,536,509    1,393,075
Land, buildings and equipment, net                         37,558       29,509
Other assets                                              102,630       69,621
-------------------------------------------------------------------------------
      Total assets                                     $2,329,135   $2,115,465
-------------------------------------------------------========================

Liabilities and Stockholders' Equity
-------------------------------------------------------------------------------
   Deposits                                            $1,825,097   $1,647,354
   Short-term borrowings:
      Federal funds purchased and securities sold
        under agreements to repurchase                    221,620      241,955
      Other                                                 8,704        2,260
-------------------------------------------------------------------------------
        Total short-term borrowings                       230,324      244,215
-------------------------------------------------------------------------------

   Accounts payable and accrued liabilities                52,186       13,207
   Notes payable                                           12,500       12,500
   Convertible capital notes                               10,354       11,078
   Guaranteed preferred beneficial interests in the
       Company's subordinated debentures                   57,500       57,500
-------------------------------------------------------------------------------
          Total liabilities                             2,187,961    1,985,854
-------------------------------------------------------------------------------

Stockholders' equity:
   Common stock, $5 par value; 10,000,000 shares
    authorized, 2,439,877 shares issued in 1999
    and 2,418,573 issued in 1998                           12,199       12,093
   Capital surplus                                         13,011       12,464
   Retained earnings                                      152,885      139,078
   Treasury stock, at cost (400,249 shares in 1999
    and 391,824 shares in 1998)                           (35,740)     (34,626)
   Unrealized securities gains (losses), net of tax        (1,181)         602
-------------------------------------------------------------------------------
          Total stockholders' equity                      141,174      129,611
-------------------------------------------------------------------------------
      Total liabilities and stockholders' equity       $2,329,135   $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          Nine Months
                                        Ended September 30,  Ended September 30,
                                        ----------------------------------------
                                           1999      1998       1999      1998
--------------------------------------------------------------------------------
Interest income:
   Loans                                 $33,324   $30,322   $ 96,146   $ 88,917
   Investment securities                   5,042     5,426     15,593     15,729
   Federal funds sold and securities
    purchased under agreements to
    resell, and other                        354     1,587      1,305      5,104
--------------------------------------------------------------------------------
       Total interest income              38,720    37,335    113,044    109,750
--------------------------------------------------------------------------------
Interest expense:
   Deposits                               13,237    13,232     38,636     38,690
   Federal funds purchased and
    securities sold under agreement
    to repurchase                          2,823     2,742      8,078      7,927
   Convertible capital notes                 238       249        721        753
   Subordinated debentures                 1,185     1,184      3,554      3,290
   Other borrowings                          313       388        893      1,174
--------------------------------------------------------------------------------
       Total interest expense             17,796    17,795     51,882     51,834
--------------------------------------------------------------------------------
       Net interest income                20,924    19,540     61,162     57,916
Provision for loan losses                  3,030     2,760      8,340      8,710
--------------------------------------------------------------------------------
       Net interest income after
        provision for loan losses         17,894    16,780     52,822     49,206
--------------------------------------------------------------------------------
Noninterest income:
   Service charges on deposit accounts     3,191     2,916      8,973      8,114
   Wealth management fees                  3,387     2,786      9,951      7,928
   Credit card fees                        2,408     2,351      6,773      6,769
   Securities gains                            0         0        541        126
   Other service charges, fees and income  3,041     2,649      8,714      9,229
--------------------------------------------------------------------------------
       Total noninterest income           12,027    10,702     34,952     32,166
--------------------------------------------------------------------------------
Noninterest expenses:
   Salaries and employee benefits         10,275     9,467     30,240     28,016
   Net occupancy and equipment expense     2,855     2,236      7,789      6,528
   Advertising and promotional activities    757     1,269      2,518      3,269
   Data processing expense                 1,172       996      3,348      2,864
   Supplies                                  764       612      1,877      1,821
   Postage and dispatch                      575       521      1,611      1,572
   Goodwill amortization                     487       404      1,293      1,214
   Deposit insurance assessment               70        63        197        185
   Other                                   3,531     3,606     10,322     10,898
--------------------------------------------------------------------------------
       Total noninterest expenses         20,486    19,174     59,195     56,367
--------------------------------------------------------------------------------
       Income before provision for
        income taxes                       9,435     8,308     28,579     25,005
Provision for income taxes                 3,655     3,002     11,113      9,880
--------------------------------------------------------------------------------
       Net income                          5,780     5,306     17,466     15,125
Other comprehensive income (loss)           (271)    1,102     (1,783)       830
--------------------------------------------------------------------------------
       Comprehensive income              $ 5,509   $ 6,408   $ 15,683   $ 15,955
-----------------------------------------=======================================
Per share data:
   Basic earnings per share                $2.84     $2.47      $8.59      $7.00
-----------------------------------------=======================================
   Diluted earnings per share              $2.44     $2.14      $7.37      $6.08
-----------------------------------------=======================================
Cash Dividends                             $0.60     $0.50      $1.80      $1.50
-----------------------------------------=======================================

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)
                                                             Nine Months Ended
                                                               September 30,
                                                            --------------------
                                                              1999       1998
--------------------------------------------------------------------------------
Cash provided (absorbed) by operating activities:
 Net Income                                                 $ 17,466   $ 15,125
Adjustments to reconcile net income to net cash
  provided by operating activities:
   Provision for loan losses                                   8,340      8,710
   Provision for depreciation and amortization                 5,630      5,132
   Amortization of premium and accretion of discount on
         investment securities                                   (47)      (761)
   Gain on sale of investment securities                        (541)      (126)
   Loss on retirement of convertible capital notes               240          0
   Changes in assets and liabilities:
    Loans held for sale                                        3,622    (14,111)
    Prepaid expenses and other assets                        (14,004)    (8,992)
    Income taxes                                               2,902      9,654
    Interest receivable                                       (2,311)    (2,553)
    Interest payable                                           8,064      6,028
    Other liabilities                                         13,441       (127)
    Other                                                         30        (28)
--------------------------------------------------------------------------------
     Net cash provided by operating activities                42,832     17,951
--------------------------------------------------------------------------------
Cash provided (absorbed) by investing activities:
   Purchase of investment securities                        (214,355)  (194,449)
   Investment securities matured or called                   146,502    130,653
   Proceeds from sale of investment securities                   592        161
   Net increase in loans                                    (150,001)   (61,782)
   Purchases of land, buildings and equipment                 (5,583)    (4,449)
   Proceeds from sale of equipment                                59        177
   Proceeds from sale of other real estate and repossessions     995      2,316
   Other                                                      (1,005)    (2,732)
--------------------------------------------------------------------------------
     Net cash absorbed by investing activities              (222,796)  (130,105)
--------------------------------------------------------------------------------
Cash provided (absorbed) by financing activities:
   Proceeds from assumption of liabilities
     and acquisition of assets of bank branches, net of
     premium paid and cash acquired                          219,217          0
   Net decrease in deposits                                  (52,373)   (30,709)
   Net increase (decrease) in short-term borrowings          (13,891)    35,167
   Payments on notes payable                                       0     (8,000)
   Retirement of convertible capital notes                      (311)       (36)
   Proceeds from subordinated debentures                           0     57,500
   Cash dividends                                             (3,659)    (3,246)
   Purchase of treasury stock                                 (1,114)    (3,394)
--------------------------------------------------------------------------------
     Net cash provided by financing activities               147,869     47,282
--------------------------------------------------------------------------------

       Decrease in cash and cash equivalents                 (32,095)   (64,872)

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

Cash and cash equivalents at end of period                  $168,511   $196,237
------------------------------------------------------------====================

Supplemental disclosures
   Interest paid                                             $43,819    $45,806
   Income tax paid                                           $ 8,189    $   226

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 nine months
ended September 30, 1999 and 1998 (in thousands):


                                                                1999      1998
   -----------------------------------------------------------------------------
   Balance, January 1                                         $21,703   $17,932
   Additions:
     Allowance acquired                                           310         0
     Provision for loan losses                                  8,340     8,710
   -----------------------------------------------------------------------------
                                                               30,353    26,642
   Deductions:
     Loans charged off                                          7,183     6,044
     Less recoveries on loans
         previously charged off                                 1,611     1,454
   -----------------------------------------------------------------------------
     Net loan losses                                            5,572     4,590
   -----------------------------------------------------------------------------
   Balance, September 30                                      $24,781   $22,052
   -----------------------------------------------------------==================


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 $672,000 at  September  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:

                                                            Nine Months Ended
                                                               September 30
--------------------------------------------------------------------------------
                                                              1999       1998
--------------------------------------------------------------------------------
Net income for basic earnings per share                      $17,466    $15,125
Interest expense on convertible debt, net of taxes               447        489
--------------------------------------------------------------------------------
Net income for diluted earnings per share                    $17,913    $15,614
-------------------------------------------------------------===================

Weighted average shares for basic earnings per share       2,033,242  2,160,866
Shares issuable upon exercise of stock options                39,911     34,534
Shares issuable upon conversion of capital notes             356,992    372,250
--------------------------------------------------------------------------------
Weighted average shares for diluted earnings per share     2,430,145  2,567,650
-----------------------------------------------------------=====================


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 the measurement of profit or
loss since the last annual report.

There has been no  material  change in total  segment  assets or in the basis of
segmentation since the last annual report.  However, as a result of changes made
in the Company's management reporting structure, the Kansas bank offices located
in  communities  outside of the Wichita,  Kansas  metropolitan  area,  that were
previously  reported  within the  community  banking  segment,  are now reported
within the consumer and commercial banking segments.  Reporting for the Oklahoma
bank offices remains in the community  banking  segment.  The following  segment
information  has been  restated,  for all  periods  presented,  to reflect  this
change.  Also, because of the above change, total assets in the consumer banking
segment increased approximately $124 million , commercial banking segment assets
increased  $95 million  while  community  banking  segment  assets  decreased by
corresponding  amounts  when  compared  to totals  reported  in the last  annual
report.


                                        Three Months Ended    Nine Months Ended
                                           September 30,        September 30,
                                          1999       1998      1999       1998
 -------------------------------------------------------------------------------
 Revenues from external customers
    Consumer banking                    $22,320    $19,765   $66,512    $59,042
    Commercial banking                    8,939      7,603    25,326     23,649
    Wealth management                     4,139      3,238    11,977      9,442
    Community banking                     1,586      1,577     4,775      4,414

 Intercompany revenues
    Consumer banking                    $(2,442)   $(1,363)  $(7,360)   $(2,729)
    Commercial banking                        0          7         0         20
    Wealth management                       104        156       317        257
    Community banking                       274        229       566        906

 Segment profit
    Consumer banking                    $ 4,681    $ 4,496   $15,709    $14,032
    Commercial banking                    5,025      3,650    13,894     13,201
    Wealth management                       932        267     2,777        491
    Community banking                       647        642     1,730      1,953
 -------------------------------------------------------------------------------
       Profit from segments              11,285      9,055    34,110     29,677
       Expenses at corporate level
        not allocated to segments        (1,850)      (746)   (5,531)    (4,672)
 -------------------------------------------------------------------------------
       Consolidated income before tax   $ 9,435    $ 8,309   $28,579    $25,005
 ---------------------------------------========================================


5.  Liabilities Assumed and Assets Acquired

On September 24, 1999, INTRUST Bank, N.A., a wholly-owned  subsidiary of INTRUST
Financial  Corporation,  assumed certain liabilities and acquired certain assets
related to twenty bank branch offices from U.S. Bank National Association.  U.S.
Bank  National   Association  is  not  affiliated  with  the  registrant.   Cash
consideration  of $216  million  was  paid to  INTRUST  Bank,  N.A.  Liabilities
assumed, totaling $247 million, consisted primarily of banking customer deposits
of $244 million. Assets acquired,  totaling $31 million, consisted of cash, $3.5
million, deposit related loans, $3.2 million,  banking facilities,  $7.7 million
and goodwill $16.5 million.

The transaction was accounted for as a purchase.

<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  September 30, 1999 totaled  $5,780,000,  decreasing  $206,000 from
second quarter levels. Third quarter earnings were impacted by costs incurred in
connection  with the acquisition of the Kansas branches of U.S. Bank, N.A. Also,
as discussed in previous filings,  the Company recorded a non-recurring  gain of
$378,000 from the sale of investment securities in the second quarter.

The positive  trend in  year-over-year  earnings  continued in the quarter ended
September 30. 1999 third quarter net income  increased 8.9% over comparable 1998
amounts,  while  earnings  per share (on a diluted  basis)  increased  14%.  The
Company's  net interest  income in the third  quarter  increased  modestly  over
second quarter levels, and non-interest income (excluding the non-recurring gain
recorded in the second  quarter)  grew 5%. Third  quarter  charge-offs  declined
slightly from  comparable  second quarter  amounts,  and loans  considered  risk
elements  ended the quarter at  $4,424,000,  declining  7% from  second  quarter
amounts.

NET INTEREST INCOME.  Net interest income  increased  $340,000,  or 1.65%,  over
second   quarter   levels,   as  average   interest-earning   assets   increased
approximately  1% this quarter and interest  spreads were little  changed.  Loan
growth  slowed  this  quarter.  After an  increase  of $90 million in the second
quarter,  average loans (including loans  held-for-sale)  grew approximately $20
million in the third quarter.  During the third quarter, the Company revised the
pricing on its indirect  lending business  slightly  upward.  This resulted in a
slower  rate of  growth  in this  lending  classification  this  quarter.  After
increasing  $22  million  in the  second  quarter,  installment  loans grew $5.8
million in the third quarter.

Yields on average  interest-earning  assets increased eleven basis points in the
quarter ended September 30, 1999. The Company  experienced no significant change
in the composition of its interest-earning assets in the third quarter. As noted
in previous filings,  the Company operates in very competitive  markets and does
not  believe  it will  be  able to  significantly  increase  the  percentage  of
interest-earning  assets  deployed  in loans.  Average  loans  comprised  80% of
average  interest-earning  assets in both the  second  and third  quarters.  The
increase in yields  recorded by the Company was due mainly to the two  increases
by the  Federal  Reserve in the  targeted  federal  funds  rate and the  pricing
revisions discussed above.

After declining  modestly in the first two quarters of 1999,  funding costs rose
eleven  basis  points  in  the  third  quarter.  The  cost  of  interest-bearing
liabilities in the third quarter of 1999 was 4.35%, compared to 4.71% during the
same period of 1998. The deposits  acquired by the Company from U.S. Bank,  N.A.
carry  funding  costs that are  approximately  30 basis  points  higher than the
Company's  comparable cost of funds.  The Company believes that its overall cost
of funds will  increase by  approximately  five basis  points as a result of the
acquisition of these deposits.  Noninterest-bearing  demand  deposits  comprised
19.8% of total  deposits  at  September  30,  1999,  compared  to 20.5% of total
deposits at June 30, 1999. This decline is attributable to the deposits acquired
from U.S. Bank. Only 7% of the U.S. Bank, N.A.  deposits that were acquired were
noninterest-bearing.  Approximately  two-thirds  of the  acquired  deposit  base
consisted of interest-bearing time deposits.

The Company  believes  its  principal  markets  will  continue  to remain  quite
competitive.  As a result, the Company  anticipates  further  compression in its
interest margin

PROVISION FOR LOAN LOSSES.  The Company  recorded a provision for loan losses of
$3,030,000  in the third  quarter,  equal to the amount  recorded  in the second
quarter of the year.  Charge-offs  in the third quarter  totaled  $2,613,000,  a
decline of $89,000 from comparable  second quarter  amounts.  There was a slight
increase in recoveries  this month,  as current  quarter  amounts were $546,000,
compared to $462,000  last  quarter.  There were no  significant  changes in the
composition  of the  charge-offs  recorded by the Company for the quarter  ended
September 30.  Nonaccrual and past due loans declined again this quarter.  These
loans  comprised  .28%  of  total  loans  at  September  30,  1999.   Comparable
percentages  at June  30,  1999 and  September  30,  1998  were  .31% and  .52%,
respectively.

The Company's allowance for loan losses at September 30, 1999 was equal to 1.59%
of total loans and 560% of loans considered risk elements. Comparable amounts at
June 30, 1999 and  December  31,  1998 were 1.51% and 494%,  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 third
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  experienced to date, 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
--------------------------------------------------------------------------------
                                                            September 30,
                                                       1999               1998
--------------------------------------------------------------------------------
Amount of loans at period-end                      $1,561,290        $1,317,902
---------------------------------------------------=============================

YTD Average loans outstanding                      $1,499,967        $1,283,024
---------------------------------------------------=============================

Beginning balance of allowance for loan losses        $21,703           $17,932
Allowance acquired related to loans purchased             310                 0

Loans charged-off
   Commercial, Financial and Agricultural               2,562               877
   Real Estate-Mortgage                                    14                 0
   Credit Card                                          3,343             3,713
   Installment                                          1,264             1,454
--------------------------------------------------------------------------------
Total loans charged off                                 7,183             6,044
--------------------------------------------------------------------------------

Recoveries on charge-offs
   Commercial, Financial and Agricultural                 418               413
   Real Estate-Mortgage                                    19                11
   Credit Card                                            784               756
   Installment                                            390               274
--------------------------------------------------------------------------------
Total recoveries                                        1,611             1,454
--------------------------------------------------------------------------------

Net loans charged off                                   5,572             4,590

Provision charged to expense                            8,340             8,710
--------------------------------------------------------------------------------

Ending balance of allowance for loan losses           $24,781           $22,052
---------------------------------------------------=============================

Net charge-offs/average loans                           0.37%             0.36%
---------------------------------------------------=============================

Allowance for loan losses/loans at period-end           1.59%             1.67%
---------------------------------------------------=============================


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.

                                        September 30, 1999    December 31, 1998
--------------------------------------------------------------------------------
                                                 Percent               Percent
                                        Amount   Of Total     Amount   of Total
--------------------------------------------------------------------------------
Commercial, Financial
  and Agricultural                   $  731,691    46.9%   $  707,326    50.0%
Real Estate-Construction                 58,113     3.7        38,137     2.7
Real Estate-Mortgage                    310,240    19.9       250,282    17.7
Installment, excluding credit card      341,732    21.9       299,884    21.2
Credit card                             119,514     7.6       119,149     8.4
--------------------------------------------------------------------------------
  Subtotal                            1,561,290   100.0%    1,414,778   100.0%

Allowance for loan losses               (24,781)              (21,703)
--------------------------------------------------------------------------------
  Total                              $1,536,509            $1,393,075
-------------------------------------===========================================

As noted above,  loans  considered risk elements,  as presented in the following
table,  totaled  .28% 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.

                                                  September 30,     December 31,
                                                      1999             1998
--------------------------------------------------------------------------------
       Loan Categories
            Nonaccrual Loans                         $3,590           $5,027
            Past Due 90 days or more                    834            1,090
--------------------------------------------------------------------------------
       Total                                         $4,424           $6,117
--------------------------------------------------==============================

LIQUIDITY AND CAPITAL  RESOURCES.  The Company  considered  its liquidity  level
adequate at September 30, 1999. The acquisition of approximately $244 million in
deposits on September 24, 1999 from U.S. Bank,  N.A.  resulted in an increase in
liquidity  levels.  These  additional  deposits  resulted  in a  decline  in the
Company's  loan/deposit  ratio at September 30, 1999.  That ratio at quarter-end
was 85.5%,  compared to 96.0% at June 30, 1999 and 85.9% at December  31,  1998.
The Company  continues to have  available  to it $145  million in Federal  Funds
lines with other financial institutions.

Approximately 74% of the Company's  investment  portfolio is comprised of United
States  government  and  agency  securities,   with  mortgage-backed  securities
representing  another  22% of the  portfolio.  The  Company  maintains  a  short
weighted  average  maturity  in this  portion of its  investment  portfolio.  At
September 30, 1999, the average maturity of United States  government and agency
securities  and  mortgage-backed  securities  was 1 year and 7  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 September 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  has  experienced  in its  loan  portfolio,  it has
continued  to  classify   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 September 30, 1999, the Company's total capital to risk-weighted assets ratio
was 10.1% and its Tier 1 capital to risk-weighted assets ratio was 8.3%.

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.   Third  quarter   noninterest   income  was
$12,027,000,  increasing  approximately  $198,000 over comparable second quarter
amounts,  and 12.4% over third  quarter,  1998  amounts.  The  Company  recorded
year-over-year gains in all areas of noninterest income.

Wealth  management fee income  increased  slightly in the third quarter.  Assets
under management did not change  appreciably from second quarter levels,  as new
business  volume was  substantially  offset by volatility in the equity markets.
When viewed on a year-over-year  basis,  wealth management fee revenue increased
21.6% during the quarter.  Assets under  management in the third quarter of 1999
averaged  approximately  $2.8 billion,  compared to $2.1 billion during the same
period of 1998.

Service charges on deposit  accounts  increased 5.2% over second quarter amounts
and were 9.4% greater than  comparable  1998 amounts.  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. With the  acquisition of the deposit  accounts from U.S.
Bank N.A., the Company  anticipates an increase in service charge revenue during
the fourth quarter.

Credit card fee income in the third quarter  increased 10.6% from second quarter
levels.  In 1998,  third  quarter  credit card fee income was 13.7%  higher than
second  quarter  amounts.  Third quarter fee income  typically  reflects  volume
increases associated with seasonal  back-to-school  shopping. The year-over-year
change in credit  card fee income in the third  quarter  was  $57,000,  or 2.4%.
Increases in credit card fees this year have been offset by an $800,000 increase
in affinity group costs.

Other service charges,  fees and income  increased  $117,000 over second quarter
levels and $392,000 over third quarter, 1998 amounts. There were no individually
significant line items responsible for the quarterly change in 1999. Rather, the
Company recorded gains during the quarter in data processing fees, loan fees and
commission income.  The majority of the year-over-year  change was the result of
the  increased  volume  of ATM  transactions  as the  Company  expanded  its ATM
delivery  system into a  market leading  convenience  store system in the second
half of 1998, along with increased commission revenue generated through the sale
of non-traditional financial products.

After recording a year-over-year  increase of 5.5% in noninterest expense in the
second quarter, third quarter noninterest expense increased 6.8% over comparable
1998 amounts. Salaries and employee benefit costs for the quarter increased 8.5%
over comparable prior year amounts.  The Company employed  approximately 3% more
people in the third quarter of 1999 than it did during the comparable  period of
1998. In addition,  the acquisition of the Kansas  branches of U.S. Bank,  N.A.,
resulted in the Company adding 80 employees and incurring compensation costs for
approximately  one week for these people in the third quarter.  The Company also
modified certain provisions of its employee benefit plans,  which, when combined
with the larger  employee  base,  has  resulted in  year-to-date  costs that are
approximately $200,000 higher than 1998 amounts.

Net  occupancy  and equipment  costs have  continued to increase.  Third quarter
amounts  were 27.7%  higher than  comparable  1998 amounts and 12.3% higher than
second quarter levels.  Fixed asset additions in 1998 were substantially  higher
than  those made in the  preceding  two years,  which has  generated  additional
depreciation  expense in 1999.  During the first half of the current year, fixed
asset additions were 83% higher than comparable 1998 amounts, again resulting in
increased  depreciation expense.  Additions during the third quarter of 1999 did
decline 14% from  comparable  1998 levels,  but the Company does anticipate that
depreciation costs in the fourth quarter will exceed comparable 1998 amounts.

Advertising  and promotional  costs continue to run below 1998 levels.  However,
the Company does anticipate that these costs will increase in the fourth quarter
as advertising  campaigns take place in the new markets the Company entered with
the  acquisition  of the Kansas  branches  of U.S.  Bank,  N.A.  Quarterly  data
processing expense increased 17.7% 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. The increase in supplies and postage and dispatch costs is due
to the branches  acquired from U.S. Bank,  N.A. It was necessary to supply these
locations with Company forms and materials,  and the Company incurred additional
postage   expense  as  it  undertook   mailings  to  its  new   customers.   The
year-over-year  change in goodwill  amortization is attributable to the goodwill
arising from the U.S. Bank, N.A. acquisition.


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. 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) The Company filed a report on Form 8-K, on August 13, 1999,
                     reporting a change in registrant's certifying accountant.




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:  November 12, 1999                     By: /s/ C.Q. Chandler IV
                                                 --------------------
                                                  C.Q. Chandler IV
                                                  President
                                                  (Principal Executive Officer)




Date:  November 12, 1999                     By: /s/ Jay L. Smith
                                                 ----------------
                                                  Jay L.Smith
                                                  Chief Financial Officer
                                                  (Principal Accounting Officer)



<PAGE>


EXHIBIT INDEX


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