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, 1998

                                       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, 1998,  there were  2,147,268  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                                                     1998         1997
--------------------------------------------------------------------------------
Cash and cash equivalents:
   Cash and due from banks                              $   101,862   $  171,494
   Federal funds sold and securities purchased
      under agreements to resell                            94,375       89,615
--------------------------------------------------------------------------------
        Total cash and cash equivalents                    196,237      261,109
--------------------------------------------------------------------------------
Investment securities:
   Held-to-maturity (market value, $195,131 for 1998
       and $272,490 for 1997)                              192,458      270,971
   Available-for-sale, at market                           178,116       33,346
   Equity, at cost                                           2,769        2,833
--------------------------------------------------------------------------------
        Total investment securities                        373,343      307,150
--------------------------------------------------------------------------------
Mortgage loans held-for-sale                                30,533       16,422
Loans, net of allowance for loan losses of
   $22,052 in 1998 and $17,932 in 1997                   1,295,850    1,244,527
Land, buildings and equipment, net                          27,635       26,529
Other assets                                                71,019       68,085
--------------------------------------------------------------------------------
      Total assets                                      $1,994,617   $1,923,822
--------------------------------------------------------========================

Liabilities and Stockholders' Equity
--------------------------------------------------------------------------------
   Deposits                                             $1,522,057   $1,552,766
   Short-term borrowings:
      Federal funds purchased and securities sold
        under agreements to repurchase                     217,228      183,678
      Other                                                  9,124        7,507
--------------------------------------------------------------------------------
        Total short-term borrowings                        226,352      191,185
--------------------------------------------------------------------------------
   Accounts payable and accrued liabilities                 20,564       13,007
   Notes payable                                            15,000       23,000
   Convertible capital notes                                11,104       11,219
   Guaranteed preferred beneficial interests in the
       Company's subordinated debentures                    57,500            0
--------------------------------------------------------------------------------
          Total liabilities                              1,852,577    1,791,177
--------------------------------------------------------------------------------
Stockholders' equity:
   Common stock, $5 par value; 10,000,000 shares
     authorized, 2,417,707 shares issued                    12,089       12,075
   Capital surplus                                          12,443       12,377
   Retained earnings                                       136,756      124,877
   Treasury stock, at cost (269,339 shares in
         1998 and 240,667 shares in 1997)                  (20,475)     (17,081)
   Unrealized securities gains net of tax                    1,227          397
--------------------------------------------------------------------------------
          Total stockholders' equity                       142,040      132,645
--------------------------------------------------------------------------------
      Total liabilities and stockholders' equity        $1,994,617   $1,923,822
--------------------------------------------------------========================

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


<PAGE>


                          INTRUST Financial Corporation

                   Consolidated Condensed Statements of Income
            (Unaudited - Dollars In Thousands Except per Share Data)

                                            Three Months         Nine Months
                                        Ended September 30,  Ended September 30,
                                        ----------------------------------------
                                           1998     1997      1998     1997
--------------------------------------------------------------------------------
Interest income:
   Loans                                   $30,322  $29,054  $ 88,917  $82,973
   Investment securities                     5,426    4,377    15,729   13,191
   Federal funds sold and securities
      purchased under agreements to
      resell, and other                      1,587      481     5,104    1,477
--------------------------------------------------------------------------------
       Total interest income                37,335   33,912   109,750   97,641
--------------------------------------------------------------------------------
Interest expense:
   Deposits                                 13,232   12,464    38,690   36,597
   Federal funds purchased and securities
      sold under agreement to repurchase     2,742    1,983     7,927    5,601
   Convertible capital notes                   249      252       753      757
   Subordinated debentures                   1,184        0     3,290        0
   Other borrowings                            388      522     1,174    1,468
--------------------------------------------------------------------------------
       Total interest expense               17,795   15,221    51,834   44,423
--------------------------------------------------------------------------------
       Net interest income                  19,540   18,691    57,916   53,218
Provision for write-down of loans
   held-for-sale                                 0        0         0    4,645
Provision for loan losses                    2,760    2,300     8,710    6,320
--------------------------------------------------------------------------------
       Net interest income after
          provision for loan losses         16,780   16,391    49,206   42,253
--------------------------------------------------------------------------------
Noninterest income:
   Service charges on deposit accounts       2,916    2,552     8,114    7,418
   Wealth management fees                    2,786    2,158     7,928    5,569
   Credit card fees                          2,351    3,353     6,769    9,990
   Securities gains                              0        0       126      165
   Other service charges, fees and income    2,649    2,478     9,229    7,842
--------------------------------------------------------------------------------
       Total noninterest income             10,702   10,541    32,166   30,984
--------------------------------------------------------------------------------
Noninterest expenses:
   Salaries and employee benefits            9,467    9,040    28,016   26,206
   Net occupancy and equipment expense       2,236    2,291     6,528    6,361
   Advertising and promotional activities    1,269      870     3,269    2,954
   Data processing expense                     996      850     2,864    2,632
   Supplies                                    612      577     1,821    1,732
   Postage and dispatch                        521      546     1,572    1,690
   Goodwill amortization                       404      404     1,214    1,211
   Deposit insurance assessment                 63       59       185       91
   Other                                     3,606    4,112    10,898   12,094
--------------------------------------------------------------------------------
       Total noninterest expenses           19,174   18,749    56,367   54,971
--------------------------------------------------------------------------------
       Income before provision for
          income taxes                       8,308    8,183    25,005   18,266
Provision for income taxes                   3,002    3,035     9,880    6,521
--------------------------------------------------------------------------------
       Net income                          $ 5,306  $ 5,148  $ 15,125  $11,745
-------------------------------------------=====================================
Per share data:
   Basic earnings per share                  $2.47    $2.34     $7.00    $5.34
-------------------------------------------=====================================
   Diluted earnings per share                $2.14    $2.06     $6.08    $4.74
-------------------------------------------=====================================
Cash Dividends                               $0.50    $0.35     $1.50    $1.05
-------------------------------------------=====================================

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,
                                                          ----------------------
                                                             1998        1997
--------------------------------------------------------------------------------
Cash provided (absorbed) by operating activities:
 Net Income                                               $  15,125   $  11,745
Adjustments to reconcile net income to net
 cash provided by operating activities:
   Provision for loan losses                                  8,710      10,965
   Provision for depreciation and amortization                5,132       5,057
   Amortization of premium and accretion of discount on
         investment securities                                 (761)       (311)
   Gain on sale of investment securities                       (126)       (165)
   Changes in assets and liabilities:
    Loans held for sale                                     (14,111)     (3,412)
    Prepaid expenses and other assets                        (8,992)      1,026
    Income taxes                                              9,654       1,546
    Interest receivable                                      (2,553)     (2,235)
    Interest payable                                          6,028       5,717
    Other liabilities                                          (127)       (444)
    Other                                                       (28)        321
--------------------------------------------------------------------------------
     Net cash provided by operating activities               17,951      29,810
--------------------------------------------------------------------------------
Cash provided (absorbed) by investing activities:
   Purchase of investment securities                       (194,449)    (93,747)
   Investment securities matured or called                  130,653     102,727
   Proceeds from sale of investment securities                  161       1,463
   Net increase in loans                                    (61,782)   (102,813)
   Purchases of land, buildings and equipment                (4,449)     (3,272)
   Proceeds from sale of land, buildings and equipment          177       2,286
   Proceeds from sale of other real estate
      and repossessions                                       2,316       2,371
   Other                                                     (2,732)     (1,138)
--------------------------------------------------------------------------------
     Net cash absorbed by investing activities             (130,105)    (92,123)
--------------------------------------------------------------------------------
Cash provided (absorbed) by financing activities:
   Net increase (decrease) in deposits                      (30,709)      8,268
   Net increase in short-term borrowings                     35,167      47,505
   Proceeds from notes payable                                    0       8,000
   Payments on notes payable                                 (8,000)       (160)
   Retirement of convertible capital notes                      (36)          0
   Proceeds from subordinated debentures                     57,500           0
   Cash dividends                                            (3,246)     (2,312)
   Purchase of treasury stock                                (3,394)     (2,247)
--------------------------------------------------------------------------------
     Net cash provided by financing activities               47,282      59,054
--------------------------------------------------------------------------------
       Decrease in cash and cash equivalents                (64,872)     (3,259)

Cash and cash equivalents at beginning of period            261,109     185,104
--------------------------------------------------------------------------------
Cash and cash equivalents at end of period                $ 196,237   $ 181,845
----------------------------------------------------------======================
Supplemental disclosures
   Interest paid                                            $45,806     $38,706
   Income tax paid                                          $   226     $ 4,975

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


                          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  1997  INTRUST
Financial  Corporation  Annual  Report on Form  10-K.  Reference  is made to the
"Notes to Consolidated  Financial Statements" under Item 8 of the 1997 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, 1998 and 1997 (in thousands):

                                                         1998             1997
--------------------------------------------------------------------------------
Balance, January 1                                     $17,932          $15,536
Additions:
   Provision for loan losses                             8,710            6,320
--------------------------------------------------------------------------------
                                                        26,642           21,856
Deductions:
   Loans charged off                                     6,044            5,349
   Less recoveries on loans
      previously charged off                             1,454            1,394
--------------------------------------------------------------------------------
   Net loan losses                                       4,590            3,955
--------------------------------------------------------------------------------
Balance, September 30                                  $22,052          $17,901
-------------------------------------------------------=========================

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 $800,000 at September  30, 1998 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,
--------------------------------------------------------------------------------
                                                              1998        1997
--------------------------------------------------------------------------------
Net income for basic earnings per share                     $15,125     $11,745
Interest expense on convertible debt, net of taxes              489         492
--------------------------------------------------------------------------------
Net income for diluted earnings per share                   $15,614     $12,237
------------------------------------------------------------====================

Weighted average shares for basic earnings per share      2,160,866   2,199,537
Shares issuable upon exercise of stock options               34,534       6,203
Shares issuable upon conversion of capital notes            372,250     373,967
--------------------------------------------------------------------------------
Weighted average shares for diluted earnings per share    2,567,650   2,579,706
----------------------------------------------------------======================

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.  COMPREHENSIVE INCOME
    --------------------
The Company has adopted SFAS No. 130 which  establishes  standards for reporting
and display of  comprehensive  income and its  components  (revenues,  expenses,
gains and  losses) in a full set of  general-purpose  financial  statements.  It
requires that an enterprise (a) classify items of other comprehensive  income by
their nature in a financial statement and (b) display the accumulated balance of
other comprehensive income separately from retained earnings and capital surplus
in the equity section of a statement of financial condition.

Total  comprehensive  income for the periods ending  September 30, 1998 and 1997
was $15,955 and $12,172 respectively.


<PAGE>


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



Unaudited  consolidated net income of INTRUST Financial Corporation for the nine
months ended September 30, 1998 was  $15,125,000,  increasing  28.8% over 1997's
net  income  for the  comparable  period.  As noted in  previous  filings,  1997
earnings were negatively  impacted by an additional  write-down of the Company's
national  credit  card  portfolio  in the second  quarter.  That  portfolio  was
subsequently  sold in the third  quarter  of 1997.  There  have been no  similar
charges in 1998.

Third  quarter  earnings  were  $5,306,000,  increasing  $869,000  over previous
quarter levels. As noted last quarter, a change in Kansas state tax law resulted
in a one-time  charge in the second  quarter of  approximately  $700,000.  Third
quarter  state tax expense  returned to more  historical  levels,  and increased
volumes  resulted in additional  revenues that more than offset increases in the
Company's provision for loan losses and non-interest expenses.

Basic earnings per share through  September 30, 1998 have  increased  31.1% over
comparable  1997 amounts,  while cash  dividends  paid per share have  increased
42.9% during the same period.

NET INTEREST  INCOME.  Third quarter net interest income  continued the trend of
the previous two quarters,  increasing  $849,000 over prior year amounts.  Third
quarter net interest income was also $398,000 greater than the comparable second
quarter amount.  The Company's growth in net interest income is  volume-related,
as 1998  interest  spreads  continue to compress,  when compared to 1997 levels.
Average  interest-earning  assets in the third  quarter  were 14.7%  higher than
comparable 1997 amounts,  and were  approximately $40 million higher than second
quarter amounts.  Increases in average loans accounted for  approximately 75% of
the change between the second and third quarters of 1998. The Company  continues
to experience  growth in the total number of deposit accounts served by its lead
bank. Average  interest-bearing  liabilities increased approximately $26 million
over prior quarter levels, and were approximately  15.5% greater than comparable
prior year amounts.  Total  deposits at September 30, 1998 were 5.9% higher than
they were at  September  30,  1997.  In addition to its efforts to increase  its
deposit base, the Company continues to evaluate alternative funding sources.

Yields on average  interest-earning  assets changed little in the third quarter.
Through  the  first six  months of 1998,  yields  averaged  8.22%.  The yield on
average  interest-earning  assets in the third quarter was also 8.22%. Yields on
loans in the third quarter did not differ  significantly from yields recorded in
the second quarter.  Modest declines in the yields of investment securities were
offset by a slight change in the overall composition of interest-earning assets.
Loans  accounted  for  73.6% of  average  interest-earning  assets  in the third
quarter, compared to 73.4% in the second quarter.

Funding costs  increased  again in the third  quarter.  After rising seven basis
points in the second  quarter,  funding costs  increased six basis points in the
third  quarter.   The  Company  continues  to  operate  in  a  very  competitive
marketplace,  with deposit funding costs increasing six basis points over second
quarter levels.  It is anticipated that the Company's  markets will remain quite
competitive for the  foreseeable  future.  The recent  reductions by the Federal
Reserve in the  Federal  funds rate and  corresponding  reductions  in the prime
lending rate, will put further pressure on interest margins in future quarters.

PROVISION  FOR LOAN LOSSES.  The  provision for loan losses for the three months
ended September 30, 1998 was $2,760,000 compared to a provision of $2,350,000 in
the second quarter and $2,300,000 in the third quarter of 1997. Net  charge-offs
declined this quarter.  After averaging $1.77 million for the first two quarters
of the year,  third quarter net  charge-offs  were  $1,050,000.  Reductions were
realized  in both  commercial  and  credit  card net  charge-offs  in the  third
quarter.

The Company  recorded net  recoveries  in the third  quarter in the  commercial,
financial  and  agricultural   segment  of  its  loan  portfolio.   $743,000  in
commercial,  financial and agricultural  loans were charged-off during the first
six months of 1998,  but gross  charge-offs  totaled only  $134,000 in the third
quarter in this segment of the loan  portfolio.  With  recoveries  of previously
charged-off  commercial loans totaling $218,000,  net recoveries of $84,000 were
recorded in the quarter ended September 30, 1998.

Credit card charge-offs in the third quarter were $1,113,000, $187,000 less than
average  quarterly  charge-offs for the first six months of 1998.  Recoveries on
previously  charged-off credit card loans totaled $326,000 in the third quarter,
after aggregating $430,000 for the first six months of the year.

The Company  continues to build its allowance for loan losses in  recognition of
the significant  growth it has  experienced in its loan portfolio.  At September
30,  1998,  the  Company's  allowance  for  loan  losses  equaled   $22,052,000,
increasing  23.2% over  September 30, 1997 levels.  At September  30, 1998,  the
allowance  for loan  losses  as a  percentage  of loans  was  1.67%.  Comparable
percentages  at  September  30, 1997 and December 31, 1997 were 1.45% and 1.42%,
respectively.

Summary of Loan Loss Experience
                                                             September 30,
                                                          1998          1997
--------------------------------------------------------------------------------
Amount of loans at period-end                          $1,317,902    $1,235,056
-------------------------------------------------------=========================
YTD Average loans outstanding                          $1,283,024    $1,173,578
-------------------------------------------------------=========================
Beginning balance of allowance for loan losses            $17,932       $15,536

Loans charged-off
   Commercial, Financial and Agricultural                     877         1,139
   Real Estate-Mortgage                                         0            12
   Credit Card                                              3,713         2,835
   Installment                                              1,454         1,363
--------------------------------------------------------------------------------
Total loans charged off                                     6,044         5,349
--------------------------------------------------------------------------------
Recoveries on charge-offs
   Commercial, Financial and Agricultural                     413           694
   Real Estate-Mortgage                                        11            25
   Credit Card                                                756           466
   Installment                                                274           209
--------------------------------------------------------------------------------
Total recoveries                                            1,454         1,394
--------------------------------------------------------------------------------
Net loans charged off                                       4,590         3,955

Provision charged to expense                                8,710         6,320
--------------------------------------------------------------------------------
Ending balance of allowance for loan losses               $22,052       $17,901
-------------------------------------------------------=========================
Net charge-offs/average loans                               0.36%         0.34%
-------------------------------------------------------=========================
Allowance for loan losses/loans at period-end               1.67%         1.45%
-------------------------------------------------------=========================

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, 1998   December 31, 1997
--------------------------------------------------------------------------------
                                                    Percent              Percent
                                           Amount  of Total     Amount  of Total
--------------------------------------------------------------------------------
Commercial, Financial  and Agricultural  $  649,879   50.0%   $  623,707   49.4%
Real Estate-Construction                     33,557    2.3        29,179    2.3
Real Estate-Mortgage                        242,940   18.4       230,133   18.2
Installment, excluding credit card          280,943   20.9       259,074   20.5
Credit card                                 110,583    8.4       120,366    9.6
--------------------------------------------------------------------------------
  Subtotal                               $1,317,902  100.0%    1,262,459  100.0%
Allowance for loan losses                   (22,052)             (17,932)
--------------------------------------------------------------------------------
                                         $1,295,850           $1,244,527
-----------------------------------------=======================================

Loans considered risk elements increased 41% in the third quarter, although they
continue to represent a  relatively  nominal  percentage  (.52%) of total loans.
During the third  quarter  two  commercial  credits  were  placed on  nonaccrual
status,  accounting  for the increase in loans  considered  risk  elements.  The
Company  believes  that amounts  previously  allocated in the allowance for loan
losses for these  credits will be  sufficient to address any losses on these two
particular loans. At September 30, 1998, the Company's allowance for loan losses
was equal to 320% of those loans considered risk elements. Comparable amounts at
June 30, 1998 and  December  31, 1997 were 417% and 266%.  The Company  does not
expect that its  provision  for loan  losses in the fourth  quarter of 1998 will
differ  significantly  from the  provision  it has  averaged for the first three
quarters of the year.

                                                 September 30,      December 31,
                                                      1998              1997
--------------------------------------------------------------------------------
Loan Categories
   Nonaccrual Loans                                 $5,907             $4,618
   Past Due 90 days or more                            974              2,120
--------------------------------------------------------------------------------
Total                                               $6,881             $6,738
-------------------------------------------------===============================

LIQUIDITY AND CAPITAL  RESOURCES.  The Company  considered  its liquidity  level
adequate  at  September  30,  1998.  Continued  growth  in  the  Company's  loan
portfolio,  combined  with a reduction in deposit  levels  arising from seasonal
factors,  resulted in the Company's net loan/deposit ratio increasing from 86.3%
at June 30, 1988 increasing to 87.1% at September 30, 1998. The comparable prior
year ratio was 85.9%. The Company continues to maintain an investment  portfolio
with a relatively  short weighted average  maturity.  At September 30, 1998, the
average  maturity  of United  States  government  and agency  securities  in the
investment  portfolio  was 1 year and 8  months,  and the  average  maturity  of
municipal securities was 4 years and 3 months.

The Company has thoroughly  reviewed its investment  security  portfolio and has
determined  that at September 30, 1998, it has the ability and intent to hold to
maturity  all  securities  in  the  portfolio  that  have  been   classified  as
held-to-maturity.  With the  increases the Company is  experiencing  in its loan
portfolio,  the Company  began in 1998 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  disclosed  in the  March  31,  1998  Form  10-Q,  the  Company  completed  a
$57,500,000  offering of trust  preferred  securities  in January,  1998.  These
preferred  securities  are considered  capital for  regulatory  purposes but are
classified as indebtedness for financial reporting and income tax purposes.

The  Company's  capital  position   substantially   exceeds  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, 1998, the Company's total capital to risk-weighted assets ratio
was 12.9% and its Tier 1 capital to risk-weighted assets ratio was 8.7%.

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  increased
$161,000,  or 1.5% from prior year levels.  Third quarter revenue levels for all
significant  areas  of  noninterest  income  exceeded  second  quarter  amounts,
resulting in a quarter-over-quarter  increase in noninterest income of $782,000,
or 7.9%.

Service charges on deposit accounts  increased 14.3% over prior year levels, and
year-to-date,  has increased 9.4%.  Expansion in the Company's product lines and
delivery systems has afforded continued growth in the number of deposit accounts
served,  particularly in the commercial  account area. Once again, the Company's
lead bank  experienced net gains in the number of deposit  accounts  serviced in
each month of the quarter.

As discussed in previous filings,  the Company has  substantially  increased its
investment in the wealth management area. Quarterly fee income generated by this
line of business was $2,786,000,  increasing 29.1% over prior year levels.  1998
year-to-date  wealth management fee income has increased 42.4% over 1997 levels.
The Company  anticipates  that growth  rates from this source of fee income will
slow next year, due principally to two factors.  First, continued uncertainty in
the equity  markets may result in  increased  volatility  in the market value of
assets  under  management.   Second,  the  growth  in  assets  under  management
effectively increases the denominator on which the rate of growth is computed.

There  were no  sales of  securities  in the  third  quarter.  The  year-to-date
securities  gains of $126,000 were the result of the sale of stock in accordance
with a previously executed contractual agreement.

Credit  card fees in the third  quarter  were  29.9% less than  comparable  1997
amounts,  after  declining  31% and 36%,  respectively  in the first and  second
quarters of this year. As has been noted previously,  the amortization of one of
the Company's  securitization  transactions in 1997 is the principal  reason for
the difference in the year-over-year amounts. Third quarter credit card fees did
increase 13.7% from second quarter levels, as back-to-school  seasonal purchases
were made and the Company instituted certain pricing changes.

Other service charges, fees and income increased 6.9% over prior year levels and
were 5.2% higher than second quarter amounts.  Mortgage loan  originations,  the
majority  of  which  are  pre-sold   into  the   secondary   market,   increased
substantially during the quarter, as homeowners  refinanced their home loans and
new home sales in the Company's  principal  markets remained strong. As a result
of this increased level of originations,  the Company recorded a higher level of
fee income.

Total  noninterest  expenses in the third quarter increased 2.3% over prior year
levels and were 3.4% higher than second  quarter,  1998  amounts.  The Company's
third quarter employment costs were 4.7% higher than comparable 1997 amounts, as
wage pressures in the Company's  principal markets continue to exist, and health
insurance costs have increased at a more rapid rate this year than they have the
last few years.

Quarterly  advertising and promotional costs increased  $399,000 over prior year
amounts,  as the Company  advertised heavily in connection with the expansion of
its  delivery  system to include  ATMs in the  convenience  store chain with the
highest market share in its geographic area. Data processing  expense  increased
17.2% over  comparable  1997  amounts as increased  volumes and delivery  system
expansion have resulted in higher costs. The Company also continues to invest in
and upgrade its Internet banking solution.

Third quarter other noninterest  expenses declined 12.3% from prior year levels.
As noted previously, the sale of the national credit card portfolio has resulted
in a decline in credit card processing costs. The Company is also experiencing a
reduction in net  interchange  costs, as debit card usage increases and a higher
percentage  of credit card  transactions  are being  conducted in the  Company's
trade territory.  The Company also experienced modest reductions in the areas of
losses  sustained,  and the costs associated with the disposition of repossessed
assets.


YEAR 2000  ISSUES.  As described  in previous  filings,  the Company is actively
engaged  in  efforts to assess the  impact of the  inability  of  existing  data
processing  hardware and software to recognize  calendar dates  beginning in the
year 2000. The Company  outsources its principal data  processing  activities to
third  party  vendors,  and  all  significant  software  applications  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 "Year 2000" issue.  The Company's
"Year 2000" project team is actively engaged in the development,  monitoring and
updating of business unit  workplans.  The Company  believes its efforts in this
area are presently on schedule.  The assessment phase for the Company's critical
data processing systems has been completed,  and the Company is working with its
principal   vendors  on  the  testing  phase  of  its  plan.  It  believes  that
approximately  70% of its  software has been  updated,  with 50% of its software
validated  and tested.  Current  plans call for all  software  to be  renovated,
tested and implemented by the first quarter of 1999.

While the  Company  does not expect  that its "Year  2000"  efforts  will have a
material impact on its financial position or its results of operations,  it does
believe  that "Year 2000"  efforts  will delay its ability to  implement  system
enhancements that would provide increased efficiencies.  However, the failure to
have these  enhancements in place  immediately does not present the Company with
operational difficulties or impact the Company's ability to adequately serve its
customers.

The  failure  of  bank   customers  to   adequately   prepare  for  "Year  2000"
compatibility  could  have a  significant  adverse  effect  on  such  customer's
operations and profitability, thereby impacting that customer's ability to repay
loans in  accordance  with their terms.  The Company has completed the survey of
its customer base on their "Year 2000"  efforts.  Survey  results were generally
favorable.  The Company  has  addressed  the  prospect  of any  additional  risk
associated with its lending  portfolio arising from the "Year 2000" issue in the
normal course of its overall risk analysis.

The Company is in the process of modifying and updating its internal contingency
planning  documents  for  the  "Year  2000"  issue.  It  anticipates  that  this
contingency plan will be completed by April 30, 1999.

NEW ACCOUNTING  STANDARDS.  Statement of Financial Accounting Standards No. 131,
which is effective for fiscal years beginning after December 15, 1997,  requires
additional disclosure information with regard to business segments.

Statement  of  Financial   Accounting   Standards  No.  132  revises  employers'
disclosures about pension and other  postretirement  benefit plans effective for
fiscal  years  beginning  after  December  15,  1997.  It does  not  change  the
measurement or recognition of those plans.

Statement of Financial Accounting  Standards No. 133 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.

The Company does not  anticipate  that  adoption of any of the above  Statements
will have a material impact on 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:  November 12, 1998                       By: /s/ C.Q. Chandler IV
                                                  ---------------------
                                                  C. Q. Chandler IV
                                                  President
                                                  (Principal Executive Officer)




Date:  November 12, 1998                       By: /s/ Jay L. Smith
                                                  -----------------
                                                  Jay L. Smith
                                                  Chief Financial Officer
                                                  (Principal Accounting Officer)



<PAGE>

                                  EXHIBIT INDEX



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