SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
[X]  Annual report  pursuant to section 13 or 15 (d) of the Securities  Exchange
     Act of 1934 For the fiscal year ended December 31, 1999
                                           -----------------

                                      -OR-

[ ]  Transition  report  pursuant  to section  13 or 15(d) of the  Securities
     Exchange  Act of  1934

     For  the  transition  period  from  ___________  to _____________.

                         Commission File Number: 0-24037
                                                 --------
                       First Kansas Financial Corporation
                 ---------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

         Kansas                                             48-1198888
-------------------------------                      --------------------------
(State or Other Jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                          Identification No.)


600 Main Street, Osawatomie, Kansas              66064
----------------------------------------------------------
(Address of Principal Executive Offices)       (Zip Code)

Issuer's Telephone Number, Including Area Code:          (913) 755-3033
                                                         --------------
Securities registered under Section 12(b) of the Exchange Act:     None
                                                                   ----
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value  $0.10  per  share
------------------------------------------
              (Title of Class)

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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   .
                                                                       --    --
         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of  Regulation  S-B contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

         State issuer's revenues for its most recent fiscal year:  $9.5 million
                                                                   ------------

         The aggregate  market value of the voting stock held by  non-affiliates
of the registrant,  based on the average bid and asked price of the registrant's
Common Stock on March 3, 2000, was $ 10.7 million.

         As of March 3, 2000,  there were  1,332,309  outstanding  shares of the
registrant's Common Stock.

         Transitional Small Business Disclosure Format (check one): YES   NO  X
                                                                       --    ---

                       DOCUMENTS INCORPORATED BY REFERENCE

1.   Portions  of the Annual  Report to  Stockholders  for the Fiscal Year ended
     December 31, 1999. (Part II)
2.   Portions of the Proxy Statement for the Annual Meeting of Stockholders  for
     the Fiscal Year ended December 31, 1999. (Part III)

<PAGE>
                                     PART I

Forward-Looking Statements

         First Kansas  Financial  Corporation  (the  "Company") may from time to
time make written or oral  "forward-looking  statements",  including  statements
contained in the Company's  filings with the Securities and Exchange  Commission
(including this Annual Report on Form 10-KSB and the exhibits  thereto),  in its
reports to stockholders and in other  communications  by the Company,  which are
made in good faith by the Company  pursuant to the "safe  harbor"  provisions of
the Private Securities Litigation Reform Act of 1995.

         These forward-looking statements involve risks and uncertainties,  such
as statements of the Company's plans,  objectives,  expectations,  estimates and
intentions,  that are subject to change based on various important factors (some
of which are beyond the Company's control). The following factors, among others,
could cause the Company's  financial  performance to differ  materially from the
plans,  objectives,  expectations,  estimates and  intentions  expressed in such
forward-looking statements: the strength of the United States economy in general
and  the  strength  of  the  local  economies  in  which  the  Company  conducts
operations;  the effects of, and changes in, trade, monetary and fiscal policies
and laws,  including  interest  rate  policies of the Board of  Governors of the
Federal  Reserve  System,   inflation,   interest  rates,  market  and  monetary
fluctuations;  the timely  development  of and  acceptance  of new  products and
services of the Company and the perceived  overall  value of these  products and
services by users,  including  the  features,  pricing  and quality  compared to
competitors'  products and  services;  the  willingness  of users to  substitute
competitors' products and services for the Company's products and services;  the
success of the  Company in  gaining  regulatory  approval  of its  products  and
services,  when required;  the impact of changes in financial services' laws and
regulations   (including  laws  concerning   taxes,   banking,   securities  and
insurance);  technological changes,  acquisitions;  changes in consumer spending
and  saving  habits;  and the  success  of the  Company  at  managing  the risks
resulting from these factors.

         The Company  cautions that the listed  factors are not  exclusive.  The
Company does not  undertake  to update any  forward-looking  statement,  whether
written  or oral,  that may be made  from  time to time by or on  behalf  of the
Company.

Item 1.  Description of Business

General

         The Company is a Kansas  corporation  organized  in February of 1998 at
the direction of First Kansas Federal Savings Association (the "Association") to
acquire all of the capital stock that the  Association  issued in its conversion
from the mutual to stock form of ownership (the "Conversion"). On June 25, 1998,
the Association completed the Conversion and became a wholly owned subsidiary of
the  Company.   Pursuant  to  the  Conversion,   First  Kansas  Federal  Savings
Association  changed its name to First Kansas Federal Savings Bank (the "Bank").
The Company is a unitary savings and loan holding company which,  under existing
laws,  generally is not restricted in the types of business  activities in which
it may engage,  provided that the Bank retains a specified  amount of its assets
in housing-related  investments. The Company conducts no significant business or
operations  of its own other than  holding all of the  outstanding  stock of the
Bank and  investing the  Company's  portion of the net proceeds  obtained in the
Conversion.

                                       2
<PAGE>

         The Bank was originally chartered in 1899 as "The Consolidated Building
and Loan Association" and commenced operations that same year. In 1938, the Bank
became a member of the Federal Home Loan Bank System, obtained a federal charter
and  changed  its  name to  "First  Federal  Savings  and  Loan  Association  of
Osawatomie." In 1983, the Bank changed its name to "First Kansas Federal Savings
Association."

         The Bank is a federally  chartered stock savings bank  headquartered in
Osawatomie,  Kansas,  with six branch offices  located in the Kansas counties of
Miami,  Bourbon,  Mitchell and Phillips.  The Bank is subject to examination and
comprehensive  regulation  by the Office of Thrift  Supervision  ("OTS") and its
deposits  are  federally  insured  by the  Savings  Association  Insurance  Fund
("SAIF").  The Bank is a member of and owns capital stock in the FHLB of Topeka,
which is one of the 12 regional banks in the FHLB System.

         The Bank  operates a  traditional  savings  bank  business,  attracting
deposit accounts from the general public and using those deposits, together with
other funds, primarily to originate and invest in loans secured by single-family
residential real estate.

Competition

         Competition   for   deposits   comes  from  other   insured   financial
institutions  such as commercial  banks,  thrift  institutions,  credit  unions,
finance  companies,  and multi-state  regional banks in the Bank's market areas.
Competition for funds also includes a number of insurance products sold by local
agents and investment products such as mutual funds and other securities sold by
local and  regional  brokers.  Loan  competition  varies  depending  upon market
conditions and comes from commercial banks, thrift  institutions,  credit unions
and mortgage bankers.


                                       3
<PAGE>



Lending Activities

         The  following  table sets forth  information  concerning  the types of
loans held by the Bank.
<TABLE>
<CAPTION>
                                                         At December 31,
                                                         ---------------
                                              1999                            1998
                                              ----                            ----
                                             Amount           Percent         Amount          Percent
                                             ------           -------         ------          -------
                                                           (Dollars in thousands)
<S>                                        <C>               <C>           <C>              <C>
Type of Loans:
Mortgage loans:
  One- to four-family....................     $43,760           90.16%        $37,884           91.47%
  Multi-family...........................           0            0.00               0            0.00
  Commercial.............................         567            1.17             471            1.13
  Land...................................         278            0.57             264            0.64
  Construction...........................       1,079            2.22             151            0.36
                                               ------           -----          ------           -----
    Total mortgage loans.................      45,684           94.12          38,770           93.60
                                               ------           -----          ------           -----

Consumer loans...........................       2,245            4.60           2,115            5.10
Commercial loans.........................         618            1.28             537            1.30
                                               ------          ------          ------          ------
    Total loan portfolio.................      48,547          100.00%         41,422          100.00%
                                               ------          ======          ------          ======
Less:
  Loans in process.......................         482                              31
  Deferred fees, premiums and discounts..          73                             116
  Allowance for loan losses..............         241                             206
                                               ------                          ------
    Total loans receivable, net..........      47,751                         $41,069
                                               ======                          ======
</TABLE>
         The  following  table sets forth the  estimated  maturity of the Bank's
loan  portfolio at December 31, 1999.  The table does not include the effects of
possible prepayments or scheduled principal  repayments.  All mortgage loans are
shown as  maturing  based on the date of the last  payment  required by the loan
agreement. All commercial and consumer loans shown in the table below have fixed
interest rates. The mortgage portfolio is comprised of $18,286,000 in fixed rate
loans and $27,398,000 in variable rate loans.
<TABLE>
<CAPTION>

                                    Mortgage           Commercial           Consumer        Total
                                    Loans(1)             Loans                Loans         Loans
                                    --------             -----                -----         -----
                                                       (In thousands)
<S>                              <C>                  <C>               <C>          <C>
Amounts due:
Within 1 year................          $934               $ 195                $460         $1,589
Over 1 to 5 years............         1,096                 423               1,684          3,203
Over 5 years.................        43,654                   0                 101         43,755
                                     ------               -----               -----         ------
  Total amount due...........       $45,684              $  618              $2,245        $48,547
                                     ======               =====               =====         ======
</TABLE>
________________________
(1)      Includes construction loans.

                                       4
<PAGE>



Mortgage Loans:

         One- to  Four-Family  Residential  Loans.  The Bank's  primary  lending
activity consists of originating and purchasing one- to four-family  residential
mortgage  loans secured by property  located in the Bank's  market areas.  About
sixty  percent of the Bank's loan  portfolio  is  comprised  of  adjustable-rate
mortgage  ("ARM") loans which the Bank retains for its portfolio.  The remainder
consists of fixed-rate  loans which the Bank originates  either to resell in the
secondary  market or to retain in its  portfolio,  depending on the yield on the
loan and on its asset/liability  management objectives.  Residential real estate
loans often remain  outstanding  for  significantly  shorter  periods than their
contractual  terms  because  borrowers  may  refinance  or repay  loans at their
option.

         The  interest  rate on the Bank's ARM loans is based on an index plus a
stated  margin.  The Bank generally  discounts the initial  interest rate on ARM
loans.  Borrowers  qualify  for the ARM  loans  at the  initial  interest  rate,
however,  ARM loan borrowers are generally required to meet lower income-to-debt
ratios for  approval  than those  required of  fixed-rate  borrowers.  ARM loans
provide for periodic interest rate adjustments of 1% to 2% annually and 5% to 6%
over the life of the  loan,  depending  on  borrower  occupancy  and size of the
loans.  The Banks ARM loans reprice  annually after the intial rate period which
may be one year,  three years or five years.  Most terms are 30 years,  however,
shorter terms are available and are utilized.  Fixed rate and ARM loans are both
offered  indiscriminately,  but consumer  preference  for ARM loans has recently
been increasing due to higher fixed rates.

         The Bank's fixed-rate loans generally have terms of 15 or 30 years with
principal and interest  payments  calculated using up to a 30-year  amortization
period.  Loans  originated with a  loan-to-value  ratio in excess of 80% require
private mortgage  insurance.  The maximum  loan-to-value ratio on mortgage loans
secured by nonowner  occupied  properties  generally is limited to 80%. The Bank
conforms  its fixed rate loans to the  standards  that are used in the  mortgage
industry allowing its loans to be readily sold in the secondary market. The Bank
does not currently  retain servicing rights to those loans sold in the secondary
market.

         ARM loans decrease the risk  associated  with changes in interest rates
by  periodically  repricing,  but involve other risks because as interest  rates
increase, the underlying payments by the borrower increase,  thus increasing the
potential for default by the borrower.  At the same time, the  marketability  of
the underlying  collateral may be adversely  affected by higher  interest rates.
Upward  adjustment  of the  contractual  interest  rate is also  limited  by the
maximum  periodic and lifetime  interest rate  adjustment  permitted by the loan
documents, and, therefore is potentially limited in effectiveness during periods
of rapidly rising interest rates.

         Mortgage  loans  originated  and  held by the  Bank  generally  include
due-on-sale clauses.  This gives the Bank the right to deem the loan immediately
due and payable in the event the  borrower  transfers  ownership of the property
securing the mortgage loan without the Bank's consent.

         Multi-Family  and Commercial  Loans.  Multi-family and commercial loans
generally  have a  loan-to-value  ratio of 80% or less.  These loans do not have
terms greater than 30 years.  Commercial real estate loans are secured by office
buildings, churches and other commercial properties.

         Multi-family  and commercial  real estate lending  entails  significant
additional risks compared to residential property lending. These loans typically
involve large loan balances to single borrowers or groups

                                       5
<PAGE>

of related borrowers. The repayment of these loans typically is dependent on the
successful  operation of the real estate project  securing the loan. These risks
can be significantly  affected by supply and demand conditions in the market for
office and retail  space and may also be  subject to adverse  conditions  in the
economy. To minimize these risks, the Bank generally limits this type of lending
to its market area and to borrowers who are otherwise well known to the Bank.

         Residential Construction Loans. The Bank makes residential construction
loans/permanent  loans  on  one-  to  four-family  residential  property  to the
individuals   who  will  be  the  owners  and  occupants   upon   completion  of
construction.  Only interest payments are required during construction and these
are to be paid from the borrower's own funds. These loans are underwritten using
the same criteria as applied in the underwriting of one- to four-family mortgage
loans.  The  maximum  loan-to-value  ratio  is  80%  during  construction.  Upon
completion of construction, most loans convert to permanent loans with the Bank.

         Land  Loans.  The Bank also makes land loans  which are  secured by raw
land in its market area, to be used for agriculture or residential construction.
At December 31, 1999,  land loans  totaled  $278,000 or .57% of the Bank's total
loan portfolio.

Consumer Loans:

         The Bank  offers  consumer  loans in order to provide a wider  range of
financial  services to its  customers  and because  these loans  provide  higher
interest  rates and shorter terms than many of the Bank's other loans.  Consumer
loans  totaled  $2.2  million or 4.60% of the Bank's total loans at December 31,
1999. The Bank's consumer loans consist primarily of direct automobile loans.

         Consumer loans may entail greater risk than residential mortgage loans,
particularly  in the case of  consumer  loans that are  unsecured  or secured by
assets that depreciate rapidly.  Repossessed collateral for a defaulted consumer
loan may not be  sufficient  for  repayment  of the  outstanding  loan,  and the
remaining deficiency may not be collectible.

Commercial Loans:

         The Bank's  commercial  loan portfolio is comprised of loans to several
local businesses, and at December 31, 1999 represented $618,000, or 1.28% of the
Bank's total loan portfolio.

         Loan Approval  Authority and  Underwriting.  The Bank's loan committee,
which is  comprised  of Larry V.  Bailey,  Daniel G. Droste and Galen E. Graham,
approves all loans.  The loan  committee  has  authority to approve loans in any
category up to $400,000. Loan requests above this amount must be approved by the
Board of Directors.

         Upon  receipt  of a  completed  loan  application  from  a  prospective
borrower,  a credit report is ordered.  Income and certain other  information is
verified. If necessary,  additional financial  information may be requested.  An
appraisal or other  estimate of value of the real estate  intended to be used as
security  for the  proposed  loan  is  obtained.  Appraisals  are  processed  by
independent fee appraisers.  Private mortgage insurance will also be required in
certain instances.
                                       6
<PAGE>

         Construction/permanent  loans are made on individual properties.  Funds
advanced during the construction  phase are held in a  loans-in-process  account
and disbursed at various stages of completion,  following physical inspection of
the construction by a loan officer or appraiser.

         Either title insurance or a title opinion is generally  required on all
real estate loans. Borrowers also must obtain fire and casualty insurance. Flood
insurance is also  required on loans  secured by property  which is located in a
flood zone.

         Loan  Commitments.   Written   commitments  are  given  to  prospective
borrowers on all approved real estate loans. Generally,  the commitment requires
acceptance within 60 days of the loan application. Loan commitments in excess of
this period may be issued upon payment of a non-refundable fee or upon agreement
on an interest rate float,  allowing the Bank to adjust the interest rate on the
loan. As of December 31, 1999, there were  outstanding  commitments to originate
mortgage loans of $808,000 and to purchase of $2,242,000.

         Loans to One Borrower.  The maximum  amount of loans which the Bank may
make to any one  borrower  may not exceed the  greater of $500,000 or 15% of its
unimpaired capital and unimpaired  surplus.  The Bank may lend an additional 10%
of its unimpaired capital and unimpaired surplus if the loan is fully secured by
readily marketable collateral. The Bank's maximum loan to one borrower limit was
$2.1 million at December 31, 1999. At December 31, 1999, the  outstanding  loans
of the  Bank's  five  largest  borrowers  have  balances  between  $511,000  and
$1,086,000. All of these loans were performing in accordance with their terms.

Non-performing and Problem Assets

         Loan  Delinquencies.  When a mortgage  loan becomes 16 days past due, a
notice of  nonpayment  is sent to the  borrower.  After the loan becomes 22 days
past due,  another notice of nonpayment,  accompanied by a personal  letter,  is
sent to the borrower.  If the loan continues in a delinquent  status for 90 days
past due and no repayment  plan is in effect,  foreclosure  proceedings  will be
initiated. The borrower will be notified when foreclosure is commenced.

         Loans are reviewed on a monthly  basis and are placed on a  non-accrual
status when, in management's  opinion,  the collection of additional interest is
doubtful. Interest accrued and unpaid at the time a loan is placed on nonaccrual
status is charged against interest income. Subsequent interest payments, if any,
are either applied to the outstanding  principal balance or recorded as interest
income, depending on the assessment of the ultimate collectibility of the loan.


                                       7

<PAGE>

         Non-performing  Assets.  The  following  table sets  forth  information
regarding nonaccrual loans and real estate owned, as of the dates indicated. For
the year ended December 31, 1999,  interest income that would have been recorded
on loans  accounted for on a nonaccrual  basis under the original  terms of such
loans was immaterial.

                                                       At December 31,
                                                   ------------------------
                                                    1999              1998
                                                    ----              ----
                                                       (In thousands)
Loans accounted for on a non-accrual basis:
  One- to four-family.........................     $  72             $  --
  Consumer....................................        10                 5
                                                     ---               ---
    Total ....................................        82                 5
                                                     ---               ---
Accruing loans delinquent 90 days or more:
  One- to four-family.........................        --                --
  Consumer....................................        --                --
                                                     ---               ---
    Total.....................................        --                --
                                                     ---               ---
     Total non-performing loans..............         82                 5
                                                     ---               ---

Foreclosed assets:
  One- to four-family.........................        --                --
  Consumer....................................        --                --
                                                     ---               ---
    Total.....................................        --                --
                                                     ---               ---
Total non-performing assets...................     $  82             $   5
                                                     ===               ===
Total non-performing loans as a
  percentage of net loans.....................      0.01%             0.01%
                                                    ====              ====
Total non-performing assets as a
  percentage of total assets..................      0.01%             0.01%
                                                    ====              ====

         Classified Assets. OTS regulations provide for a classification  system
for problem  assets of savings  associations  which  covers all problem  assets.
Under this classification system, problem assets of savings institutions such as
the Bank are classified as  "substandard",  "doubtful",  or "loss".  An asset is
considered  substandard if it is inadequately protected by the current net worth
and paying  capacity  of the  borrower  or of the  collateral  pledged,  if any.
Substandard  assets include those  characterized  by the "distinct  possibility"
that the savings  institution  will sustain "some loss" if the  deficiencies are
not corrected. Assets classified as doubtful have all of the weaknesses inherent
in  those  classified  substandard,  with  the  added  characteristic  that  the
weaknesses  present make  "collection or  liquidation in full",  on the basis of
currently  existing facts,  conditions,  and values,  "highly  questionable  and
improbable".  Assets classified as loss are those considered "uncollectible" and
of such little value that their  continuance as assets without the establishment
of a specific loss reserve is not warranted.  Assets may be designated  "special
mention"   because  of  potential   weakness  that  do  not  currently   warrant
classification in one of the aforementioned categories.

                                      8

<PAGE>

         When  a  savings  association   classifies  problem  assets  as  either
substandard or doubtful,  it may establish general allowances for loan losses in
an amount  deemed  prudent by  management.  General  allowances  represent  loss
allowances which have been established to recognize the inherent risk associated
with lending activities,  but which, unlike specific  allowances,  have not been
allocated to particular problem assets.  When a savings  association  classifies
problem assets as loss, it is required either to establish a specific  allowance
for losses equal to 100% of that portion of the asset so classified or to charge
off such amount. A savings association's  determination as to the classification
of its assets and the amount of its valuation allowances is subject to review by
the OTS,  which may order the  establishment  of additional  general or specific
loss  allowances.  A portion of general  loss  allowances  established  to cover
possible  losses related to assets  classified as substandard or doubtful may be
included in determining a savings  association's  regulatory  capital.  Specific
valuation  allowances  for loan losses  generally  do not qualify as  regulatory
capital.

         At December 31, 1999, the Bank had loans classified as special mention,
substandard, doubtful and loss as follows (in thousands):


Special mention..........................            $  --
Substandard..............................               91
Doubtful assets..........................                2
Loss assets..............................               10
                                                      ----
     Total...............................            $ 103
                                                      ====

         Allowances  for Loan Losses.  A provision for loan losses is charged to
operations  based on management's  evaluation of the losses that may be incurred
in the Bank's loan portfolio. The evaluation, including a review of all loans on
which full  collectibility  of  interest  and  principal  may not be  reasonably
assured,  considers:  (i) the Bank's past loan loss  experience,  (ii) known and
inherent risks in the Bank's portfolio, (iii) adverse situations that may affect
the  borrower's  ability to repay,  (iv) the estimated  value of any  underlying
collateral, and (v) current economic conditions.

         The Bank monitors its allowance for loan losses and makes  additions to
the allowance as economic  conditions  dictate.  Although the Bank maintains its
allowance for loan losses at a level that management  considers adequate for the
inherent risk of loss in the Bank's loan  portfolio,  future losses could exceed
estimated  amounts and additional  provisions for loan losses could be required.
In addition,  management's  determination as to the amount of allowance for loan
losses is  subject  to review by the OTS,  as part of its  examination  process.
After  a  review  of the  information  available,  the  OTS  might  require  the
establishment of an additional allowance.

                                       9

<PAGE>

         The following  table  illustrates  the  allocation of the allowance for
loan losses for each category of loans.  The allocation of the allowance to each
category is not necessarily indicative of future loss in any particular category
and does not restrict the Bank's use of the  allowance to absorb losses in other
loan categories.
<TABLE>
<CAPTION>

                                                                      At December 31,
                                                ------------------------------------------------------
                                                          1999                             1998
                                                ------------------------       ------------------------
                                                           Percent of                      Percent of
                                                            Loans in                        Loans in
                                                              Each                            Each
                                                            Category                        Category
                                                            to Total                        to Total
                                                 Amount       Loans             Amount       Loans
                                                 ------       -----             ------       -----
                                                               (Dollars in thousands)
<S>                                             <C>         <C>                <C>         <C>
Mortgage loans
  One- to four-family...................         $173          90.16%            $155        91.47%
  Multi-family..........................           --             --               --           --
  Commercial............................           --           1.17               --         1.13
  Land..................................           --            .57               --         0.64
  Construction..........................           --           2.22               --         0.36

Consumer loans..........................           68           4.60               51         5.10
Commercial loans........................           --           1.28               --         1.30
                                                  ---         ------              ---       ------
     Total allowance....................         $241         100.00%            $206       100.00%
                                                  ===         ======              ===       ======
</TABLE>

                                       10
<PAGE>



         The following table sets forth  information  with respect to the Bank's
allowance for loan losses at the dates and for the periods indicated:


                                                       At December 31,
                                                  --------------------------
                                                    1999            1998
                                                  ---------       ----------
                                                       (Dollars in thousands)

Balance at beginning of period................    $    206         $    179
                                                   -------          -------
Charge-offs:
  One- to four-family.........................          --
  Consumer....................................          (1)              (5)
                                                   -------          -------
                                                        (1)              (5)
                                                   -------          -------
Recoveries:
  One- to four-family.........................          --
  Consumer ...................................          --                2
                                                   -------          -------

Net charge-offs...............................          (1)              (3)
Provision for loan losses.....................          36               30
                                                   -------          -------
Balance at end of period......................    $    241         $    206
                                                   =======          =======

Allowance for loan losses to total
  non-performing loans at end of period.......      293.90%         4,120.0%
                                                   =======          =======

Allowance for loan losses to net loans at
  end of period...............................        0.50%            0.50%
                                                   =======          =======

Investment Activities

         Investment  Securities.  The Bank is required under federal regulations
to maintain a minimum amount of liquid assets which may be invested in specified
short-term securities and certain other investments.  See "Regulation -- Savings
Institution  Regulation  -- Federal  Home Loan Bank  System"  and  "Management's
Discussion and Analysis -- Liquidity and Capital Resources." The level of liquid
assets  varies  depending  upon several  factors,  including:  (i) the yields on
investment alternatives,  (ii) management's judgment as to the attractiveness of
the yields then available in relation to other opportunities,  (iii) expectation
of future yield  levels,  (iv)  asset/liability  management,  and (v) the Bank's
projections as to the short-term demand for funds to be used in loan origination
and  other  activities.   The  Bank  classifies  its  investment  securities  as
"available-for-sale"  or  "held-to-maturity" in accordance with SFAS No. 115. At
December 31, 1999, the Bank's investment portfolio policy permitted  investments
in instruments such as: (i) U.S. Treasury obligations,  (ii) U.S. federal agency
or federally  sponsored agency obligations,  (iii) local municipal  obligations,
(iv) mortgage-backed securities, (v) banker's acceptances,  (vi) certificates of
deposit,  (vii) federal funds, including FHLB overnight and term deposits (up to
six months), (viii) collateralized  automobile receivables,  and (ix) investment
grade corporate bonds,  commercial paper and mortgage derivative  products.  See
"-- Mortgage-Backed Securities." The Board of Directors may authorize additional
investments.
                                       11
<PAGE>
         The   Bank's    investment    securities    "available-for-sale"    and
"held-to-maturity"  portfolios at December 31, 1999, did not contain  securities
of any  issuer  with an  aggregate  book  value in excess  of 10% of the  Bank's
equity, excluding those issued by the United States government agencies.

         Mortgage-Backed  Securities. To supplement lending activities, the Bank
has  invested  in  residential  mortgage-backed  securities  and  collateralized
mortgage  obligations   ("CMOs").   Mortgage-backed   securities  can  serve  as
collateral for borrowings and, through sale, maturity or repayments, as a source
of liquidity. Mortgage-backed securities represent a participation interest in a
pool of  single-family  or  other  type of  mortgages.  Principal  and  interest
payments  are  passed  from the  mortgage  originators,  through  intermediaries
(generally   quasi-governmental   agencies)   that   pool  and   repackage   the
participation  interests in the form of  securities,  to  investors  such as the
Bank.  The  quasi-governmental  agencies  guarantee the payment of principal and
interest to  investors  and include the Federal Home Loan  Mortgage  Corporation
("FHLMC"),  the  Government  National  Mortgage  Association  ("GNMA"),  and the
Federal National Mortgage Association ("FNMA").

         At December 31, 1999, the Bank's  mortgage-backed  securities portfolio
classified  as  "available-  for-sale"  totaled  $20.8  million,  and the Bank's
mortgage-backed  securities  portfolio classified as "held-to- maturity" totaled
$58.0  million.  Each  security  was  issued  by GNMA,  FHLMC or FNMA.  Expected
maturities will differ from contractual  maturities due to scheduled  repayments
and because  borrowers may have the right to call or prepay  obligations with or
without prepayment penalties.

         Mortgage-backed  securities  typically are issued with stated principal
amounts.  The  securities  are backed by pools of mortgages that have loans with
interest  rates that are  within a set range and have  varying  maturities.  The
underlying   pool  of  mortgages  can  be  composed  of  either   fixed-rate  or
adjustable-rate  mortgage  loans.   Mortgage-backed   securities  are  generally
referred to as mortgage participation certificates or pass-through certificates.
The  interest  rate risk  characteristics  of the  underlying  pool of mortgages
(i.e.,  fixed-rate or adjustable-rate) and the prepayment risk, are passed on to
the certificate holder. The life of a mortgage-backed  pass-through  security is
equal to the life of the underlying mortgages. Mortgage-backed securities issued
by FHLMC and GNMA make up a majority of the pass-through certificates market.

         CMOs have been developed in response to investor concerns regarding the
uncertainty  of  cash  flows  associated  with  the  prepayment  option  of  the
underlying  mortgagor.  A CMO can be collateralized  directly by mortgages,  but
more often is collateralized by mortgage-backed  securities issued or guaranteed
by the GNMA, FNMA or the FHLMC and held in trust for CMO investors.  In contrast
to mortgage-backed securities in which the cash flow is received pro rata by all
security  holders,  the cash flow from the  mortgage  loans  underlying a CMO is
segmented  and paid in  accordance  with a  predetermined  priority to investors
holding various CMO tranches.  Different classes of bonds are created, each with
its own stated  maturity,  estimated  average life,  coupon rate, and prepayment
characteristics.  Notwithstanding  the  importance  of the CMO  structure  to an
evaluation of timing and amount of cash flow, it is essential to understand  the
coupon  rates on the  mortgages  underlying  the CMO to  assess  the  prepayment
sensitivity  of the CMO  tranches.  Most  of the  CMOs  owned  by the  Bank  are
government agency guaranteed.  A few of the CMOs consist of small private issues
collateralized   by  mortgage  loans  and  include  extra  credit   enhancements
sufficient to earn the highest credit ratings from independent  rating agencies.
At   December   31,   1999,    the   Bank's   CMO   portfolio    classified   as
"available-for-sale"  had a carrying value of $13.2 million,  and the Bank's CMO
portfolio  classified  as  "held-to-maturity"  had a  carrying  value  of  $22.7
million.

                                       12
<PAGE>

         Investment Portfolio. The following table sets forth the carrying value
of  the  Bank's  investments.  See  Notes  3, 4 and 5 to  the  Bank's  Financial
Statements.

                                                            At December 31,
                                                         ---------------------
                                                         1999             1998
                                                         ----             ----
                                                           (In thousands)
Investments:
U.S. agency securities..............................     $ 4,232       $ 3,139
Mortgage-backed securities held-to-maturity.........      57,965        22,521
Mortgage-backed securities available-for-sale.......      20,795        27,282
State and municipal obligations held-to-maturity....       1,115           624
Other - held-to-maturity............................         914           949
Interest-bearing deposits...........................           0         7,000
FHLB stock..........................................       2,114           509
                                                          ------        ------
   Total investments ...............................     $87,135       $62,024
                                                          ======        ======
                                       13
<PAGE>



         The following table sets forth certain information  regarding scheduled
maturities,  carrying  values,  approximate  fair values,  and weighted  average
yields for the Bank's investments at December 31, 1999 by contractual  maturity.
The following  table does not take into  consideration  the effects of scheduled
repayments or the effects of possible prepayments.
<TABLE>
<CAPTION>
                     One Year or Less  One to Five Years Five to Ten Years More than Ten Years  Total Investment Securities
                     ----------------  ----------------- ----------------- -------------------  ---------------------------
                             Weighted          Weighted           Weighted           Weighted           Weighted
                    Carrying  Average Carrying  Average  Carrying  Average  Carrying  Average  Carrying  Average   Fair
                     Value     Yield    Value    Yield     Value    Yield     Value    Yield     Value    Yield    Value
                    -------- ----------------- ---------- -------- --------- -------- --------- -------- -------- -------
                                                       (Dollars in thousands)
<S>                   <C>     <C>     <C>        <C>    <C>         <C>    <C>        <C>      <C>       <C>    <C>
Investments:
  U.S. agency
    securities.....    $ --       --%  $1,000     6.34%  $ 2,000     6.30%  $ 1,232     8.05%   $4,232     6.82% $ 4,061
  Mortgage-backed
   securities......      --       --      865     6.28     3,644     6.45    74,251     6.37    78,760     6.36   76,392

  Interest-bearing
    deposits.......      --       --       --       --        --       --        --       --        --       --       --

  FHLB stock........     --       --       --       --        --       --     2,114     7.50     2,114     7.50    2,114

  State municipal
    obligations.....     --       --       --       --        --       --     1,115     4.67     1,115     4.67      988

  Other debt
    securities......     --       --       --       --        --       --       914     6.60       914     6.60      914
                    -------    -----   ------     ----   -------     ----   -------     ----   -------     ----  -------
   Total
     investments....$    --       --%  $1,865     6.31%  $ 5,644     6.25%  $79,626     6.40%  $87,135     6.39% $84,469
                    =======    =====   ======     ====   =======     ====   =======     ====   =======     ====  =======
</TABLE>

                                       14
<PAGE>

Sources of Funds

         Deposits are the Bank's major external  source of funds for lending and
other investment  purposes.  Funds are also derived from the receipt of payments
on loans and  prepayment of loans and  maturities of investment  securities  and
mortgage-backed  securities  and,  to  a  much  lesser  extent,  borrowings  and
operations.  Scheduled loan principal  repayments are a relatively stable source
of  funds,   while  deposit  inflows  and  outflows  and  loan  prepayments  are
significantly influenced by general interest rates and market conditions.

         Deposits.  Consumer and commercial  deposits are attracted  principally
from within the Bank's  primary  market area through the offering of a selection
of deposit  instruments  including checking accounts,  regular savings accounts,
money market  accounts,  and term  certificate  accounts.  IRA accounts are also
offered.  Deposit account terms vary according to the minimum balance  required,
the time period the funds must remain on deposit, and the interest rate.

         The  interest  rates paid by the Bank on deposits are set weekly at the
direction of the Bank's senior  management.  Interest rates are determined based
on the  Bank's  liquidity  requirements,  interest  rates  paid  by  the  Bank's
competitors,  and the Bank's growth goals and applicable regulatory restrictions
and requirements.

         Non-interest bearing demand,  regular savings,  money market demand and
NOW  accounts  constituted  $31.2  million,  or  37.9%,  of the  Bank's  deposit
portfolio  at  December  31,  1999 and the  average  interest  rate paid on such
interest-bearing  accounts  at that  date was  2.78%.  Certificates  of  deposit
constituted $51.1 million,  or 62.1%, of the deposit  portfolio,  of which $2.46
million,  or 3.0%, of the deposit  portfolio were  certificates  of deposit with
balances of $100,000 or more. Such deposits are offered at negotiated rates. The
average  interest rates paid on certificates  of deposits with deposit  balances
under $100,000 and over $100,000 were 5.21% and 5.27%, respectively, at December
31, 1999. As of December 31, 1999, the Bank had no brokered deposits.

         The following table indicates the amount of the Bank's  certificates of
deposit of $100,000 or more by time remaining  until maturity as of December 31,
1999.

                                     Certificates
Maturity Period                      of Deposits
---------------                      -----------
                                   (In thousands)

Within three months                    $  670
Three through six months                  510
Six through twelve months                 587
Over twelve months                        691
                                        -----
                                       $2,458
                                        =====

         Borrowings.  Advances  (borrowings)  may be  obtained  from the FHLB of
Topeka to supplement the Bank's supply of lendable funds. Advances from the FHLB
of Topeka are  typically  secured by a pledge of the Bank's stock in the FHLB of
Topeka, a portion of the Bank's first mortgage loans and other assets. Each FHLB
credit program has its own interest rate (which may be fixed or adjustable)  and
range of
                                       15
<PAGE>

maturities.  The Bank may borrow up to $58.1 million from the FHLB of Topeka. If
the need  arises,  the Bank may also access the Federal  Reserve  Bank  discount
window to supplement its supply of lendable funds and to meet deposit withdrawal
requirements.  At December 31, 1999,  borrowings from the FHLB of Topeka totaled
$40.5 million. The Bank had no other borrowings outstanding.

         The following table sets forth the terms of the Bank's  short-term FHLB
advances.

                                               At or for the period ended
                                        ----------------------------------------
                                        December 31, 1999      December 31, 1998
                                        -----------------     ------------------
                                                  (Dollars in thousands)
Balance at year end..............           $ 10,500                    $650
Average balance outstanding
  during the period..............              3,554                     808
Maximum amount outstanding
  at any month-end during
  the period.....................             11,500                   2,550
Weighted average interest rate
  during the period..............              5.66%                   5.73%

Personnel

         At  December  31,  1999,  the Bank had 35  full-time  employees  and 11
part-time  employees.  None  of  the  Bank's  employees  are  represented  by  a
collective bargaining group.  Management believes that its relationship with the
employees is good.

Subsidiary Activity

         The Bank is  permitted  to invest up to 2% of its assets in the capital
stock of, or loans to, subsidiary  corporations.  An additional investment of 1%
of assets is permitted when the additional  investment is utilized primarily for
community  development purposes.  Pursuant to these limitations,  as of December
31, 1999, the Bank was authorized to invest up to approximately  $2.9 million in
the stock of, or loans to, service  corporations (based upon the 2% limitation).
The Bank has one  wholly-owned  service  corporation,  First  Enterprises,  Inc.
("FEI").  In recent years, FEI has been primarily  utilized as an agency for the
sale of credit life  insurance,  mortgage life  insurance and certain fixed- and
variable-rate  annuities.  However,  in  August  1995,  the Bank  purchased  for
development  through  FEI an 8.3 acre  tract of land in Paola,  Kansas  known as
Baptiste Commons.  This tract of land consists of as seven commercial sites, one
of which was used for the site of our new office building. The Bank's investment
in this  real  estate  development  project  will  continue  to  decline  as the
remaining lots are sold. At December 31, 1999, the total investment in this real
estate was $357,000.


                                       16
<PAGE>



Regulation

         Set  forth  below is a brief  description  of  certain  laws  which are
related to the regulation of the Company and the Bank. The following description
does not purport to be complete and is qualified in its entirety by reference to
all applicable laws and regulations.

Company Regulation

         General.  The  Company is a unitary  savings and loan  holding  company
subject to  regulatory  oversight by the OTS. The Company files reports with the
OTS and is subject to regulation and  examination  by the OTS. In addition,  the
OTS has enforcement  authority over the Company and its non- savings association
subsidiaries,  should such subsidiaries be formed, which also permits the OTS to
restrict or prohibit  activities that are determined to be a serious risk to the
subsidiary  savings  association.  This  regulation  and  oversight  is intended
primarily  for the  protection  of the  depositors  of the  Bank and not for the
benefit of stockholders of the Company.

         Federal law was recently  amended to  effectively  prohibit the Company
from affiliating in any way with a non-financial company. In connection with the
amendment to federal law, the Company may now become  affiliated with securities
firms and  insurance  companies.  These changes to federal law do not impact the
current business of the Company.  Unlike savings and loan holding companies that
may be created in the future,  the Company  generally is not  restricted  in the
type of  business  in which it may engage,  provided  that the Bank  maintains a
specified amount of its assets in housing related investments.

         Qualified  Thrift  Lender Test.  As a unitary  savings and loan holding
company, the Company generally is not subject to activity restrictions, provided
the Bank  satisfies  the Qualified  Thrift  Lender  ("QTL") test. If the Company
acquires  control of another savings  association as a separate  subsidiary,  it
would become a multiple savings and loan holding company,  and the activities of
the  Company  and any of its  subsidiaries  (other  than the  Bank or any  other
savings  association  insured by the  Savings  Association  Insurance  Fund (the
"SAIF"))  would  become  subject  to  restrictions  applicable  to bank  holding
companies  unless such other  associations  each also  qualify as a QTL and were
acquired in a supervisory acquisition.

Bank Regulation

         General. As a federally  chartered,  SAIF-insured  savings association,
the Bank is subject to extensive  regulation by the OTS and the Federal  Deposit
Insurance  Corporation (the "FDIC").  Lending  activities and other  investments
must comply with various federal statutory and regulatory requirements. The Bank
is also subject to certain reserve requirements promulgated by the FRB.

         The OTS, in conjunction with the FDIC,  regularly examines the Bank and
prepares  reports for the  consideration of the Bank's Board of Directors on any
deficiencies that are found in the Bank's  operations.  The Bank's  relationship
with its depositors and borrowers is also regulated to a great extent by federal
and state law,  especially in such matters as the ownership of savings  accounts
and the form and content of the Bank's mortgage documents.

       The Bank must file  reports  with the OTS and the FDIC  concerning  its
activities  and  financial  condition,   in  addition  to  obtaining  regulatory
approvals  prior to entering into certain  transactions  such as

                                       17
<PAGE>

mergers with or acquisitions of other savings institutions.  This regulation and
supervision  establishes  a  comprehensive  framework of  activities in which an
institution can engage and is intended  primarily for the protection of the SAIF
and depositors.  The regulatory structure also gives the regulatory  authorities
extensive  discretion  in  connection  with their  supervisory  and  enforcement
activities  and  examination  policies,  including  policies with respect to the
classification  of assets and the  establishment  of adequate loan loss reserves
for regulatory purposes. Any change in such regulations, whether by the OTS, the
FDIC, or the U.S.  Congress could have a material adverse impact on the Company,
the Bank, and their operations.

         Insurance of Deposit Accounts.  The Bank's deposit accounts are insured
by the SAIF to a maximum of $100,000 for each insured  member (as defined by law
and  regulation).  Insurance  of deposits may be  terminated  by the FDIC upon a
finding that the institution has engaged in unsafe or unsound  practices,  is in
an unsafe or unsound  condition  to continue  operations,  or has  violated  any
applicable law, regulation,  rule, order or condition imposed by the FDIC or the
institution's  primary  regulator.   The  FDIC  may  also  prohibit  an  insured
depository institution from engaging in any activity the FDIC determines to pose
a serious threat to the SAIF.

         The FDIC  charges an annual  assessment  for the  insurance of deposits
based on the risk a particular  institution poses to its deposit insurance fund,
depending upon the institution's risk  classification.  This risk classification
is based on an institution's  capital group and supervisory subgroup assignment.
In addition,  the FDIC is authorized to increase  deposit  insurance  rates on a
semi-annual  basis if it  determines  that such action is necessary to cause the
balance  in the  SAIF  to  reach  the  designated  reserve  ratio  of  1.25%  of
SAIF-insured  deposits  within a reasonable  period of time. The FDIC may impose
special  assessments  on SAIF members to repay  amounts  borrowed  from the U.S.
Treasury or for any other reason deemed necessary by the FDIC.

         As a member of SAIF, the Bank paid an annual insurance assessment of at
least 0.064% of its total deposits.  The FDIC also maintains  another  insurance
fund, the Bank Insurance Fund (the "BIF"),  which primarily  insures  commercial
bank deposits. Most members of BIF pay a lower premium to the FDIC.

         After 1999, assessments for BIF and SAIF members should be the same. It
is expected that these continuing assessments for both SAIF and BIF members will
be used to repay outstanding Financing Corporation bond obligations.

         Regulatory  Capital  Requirements.   OTS  capital  regulations  require
savings institutions to meet three capital standards: (1) tangible capital equal
to 1.5% of total adjusted  assets,  (2) a leverage ratio (core capital) equal to
at least 4% of total adjusted  assets for most savings  institutions,  and (3) a
risk-based capital requirement equal to 8.0% of total risk-weighted  assets. The
Bank exceeded  these minimum  standards at December 31, 1999. The Bank's capital
ratios  are  set  forth  in  Note  12 to the  Company's  Consolidated  Financial
Statements.  Regulations  that enable the OTS to take prompt  corrective  action
against savings  institutions may effectively impose higher capital requirements
on the Bank.

         Savings  associations  with a greater than  "normal"  level of interest
rate exposure may, in the future, be subject to a deduction for an interest rate
risk ("IRR") component from capital for purposes of calculating their risk-based
capital requirement.

       Dividend and Other Capital Distribution Limitations. The Bank must give
the OTS 30 days advance notice of any proposed  distribution of capital, such as
a declaration of dividends to the Company,

                                       18
<PAGE>

and the OTS has the  authority  under its  supervisory  powers to  prohibit  any
payment of  dividends to the Company  that it deems to  constitute  an unsafe or
unsound practice. In addition, the Bank may not declare or pay a dividend on its
capital  stock if the dividend  would (1) reduce the  regulatory  capital of the
Bank  below the amount  required  for the  liquidation  account  established  in
connection  with the  conversion  from  mutual to stock  form or (2)  reduce the
amount of capital of the Bank below the  amounts  required  in  accordance  with
other OTS regulations.  In contrast,  the Company has fewer  restrictions on its
payment of dividends to its stockholders.

         During  1999,  the  Company  declared  three  $.05 per share  quarterly
dividends to its share holders resulting in a dividend payout ratio of 25.8%. No
dividends were declared in 1998.

         Qualified  Thrift  Lender Test.  Savings  institutions  must meet a QTL
test. If the Bank maintains an appropriate level of Qualified Thrift Investments
(primarily  residential  mortgages and related  investments,  including  certain
mortgage-related  securities) ("QTIs") and otherwise qualifies as a QTL, it will
continue  to enjoy  full  borrowing  privileges  from the  FHLB of  Topeka.  The
required  percentage of QTIs is 65% of portfolio  assets  (defined as all assets
minus  intangible  assets,  property used by the  institution  in conducting its
business and liquid  assets equal to 20% of total  assets).  Certain  assets are
subject to a  percentage  limitation  of 20% of portfolio  assets.  In addition,
savings associations may include shares of stock of the FHLBs, FNMA and FHLMC as
qualifying  QTIs. As of December 31, 1999,  the Bank was in compliance  with its
QTL requirement.

         Federal  Home  Loan  Bank  System.  The Bank is a member of the FHLB of
Topeka,  which is one of 12 regional FHLBs that  administers  the home financing
credit  function  of  savings  associations.  Each FHLB  serves as a reserve  or
central bank for its members within its assigned region.  It is funded primarily
from  proceeds  derived from the sale of  consolidated  obligations  of the FHLB
System.  It makes loans to members  (i.e.,advances)  in accordance with policies
and procedures established by the Board of Directors of the FHLB.

         As a member, the Bank is required to purchase and maintain stock in the
FHLB of  Topeka  in an  amount  equal  to at least  1% of its  aggregate  unpaid
residential  mortgage loans, home purchase contracts,  or similar obligations at
the beginning of each year.

         Federal Reserve System. The FRB requires all depository institutions to
maintain  non-interest  bearing  reserves  at  specified  levels  against  their
transaction accounts (primarily checking,  NOW, and Super NOW checking accounts)
and  non-personal  time  deposits.  The balances  maintained to meet the reserve
requirements  imposed by the  Federal  Reserve  Board may be used to satisfy the
liquidity requirements that are imposed by the OTS.

         Proposed  Regulation.  The OTS  has  announced  that  it will  consider
amending its capital standards so as to more closely conform its requirements to
those of the other federal banking agencies.  The impact of this possible change
is not expected to materially  impact the Bank. The impact on the Company cannot
yet be determined.


                                       19
<PAGE>

Item 2. Description of Property

(a)      Properties.

         The Bank owns 5 of its 6  offices  and  leases 1 of them.  The net book
value of this real  property at December 31, 1999,  was  $1,648,000.  The Bank's
total  investment  in  office  equipment  had a net book  value of  $565,000  at
December 31, 1999.

                                Leased    Year        Year     Net Book Value Of
                                  or      Leased or   Lease    Real Property at
     Location                   Owned     Acquired    Expires  December 31, 1999
     --------                   -----     --------    -------  -----------------


MAIN OFFICE:
600 Main Street                  Owned     1974       N/A      $  198,000
Osawatomie, Kansas 66064

2205 South Main                  Owned     1981       N/A      $  144,000
Fort Scott, Kansas  66701

100 West Amity                   Owned     1974       N/A      $  379,000
Louisburg, Kansas  66053

125 North Mill                   Owned     1999       N/A      $   35,000
Beloit, Kansas  67420

762 4th Street                   Leased    1984       2004     $       --
Phillipsburg, Kansas  67661

1310 Baptiste Drive              Owned     1998       N/A      $  892,000
Paola, Kansas  66071


(b)      Investment Policies.

         See "Item 1.  Description of Business" above for a general  description
of the Bank's  investment  policies and any  regulatory  or Board of  Directors'
percentage  of assets  limitations  regarding  certain  investments.  The Bank's
investments are primarily  acquired to produce  income,  and to a lesser extent,
possible capital gain.

         (1)  Investments in Real Estate or Interests in Real Estate.  See "Item
1.  Description  of Business - Lending  Activities and - Bank  Regulation,"  and
"Item 2. Description of Property."

         (2) Investments in Real Estate  Mortgages.  See "Item 1. Description of
Business - Lending Activities and - Bank Regulation."


                                       20
<PAGE>



         (3)  Investments  in  Securities  of or Interests in Persons  Primarily
Engaged  in Real  Estate  Activities.  See "Item 1.  Description  of  Business -
Lending Activities and -Bank Regulation."

(c)      Description of Real Estate and Operating Data.

         Not Applicable.

Item 3. Legal Proceedings

         There are various  claims and lawsuits in which the Company or the Bank
are  periodically  involved,  such as  claims  to  enforce  liens,  condemnation
proceedings  on properties in which the Bank holds  security  interests,  claims
involving  the making and  servicing of real  property  loans,  and other issues
incident to the Bank's business. In the opinion of management,  no material loss
is expected from any of such pending claims or lawsuits.

Item  4.  Submission of Matters to a Vote of Security Holders

         No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year.

                                     PART II

Item  5.  Market for Common Equity and Related Stockholder Matters

         The  information  contained  under the section  captioned  "Stock Price
Information" of the Company's  Annual Report to Stockholders for the fiscal year
ended  December  31,  1999  (the  "Annual  Report")  is  incorporated  herein by
reference.

Item  6.  Management's Discussion and Analysis or Plan of Operation

         The  information  contained  in  the  section  captioned  "Management's
Discussion and Analysis of Financial Condition and Results of Operations" of the
Annual Report is incorporated herein by reference.

Item  7.  Financial Statements

         The  Registrant's   financial  statements  listed  under  Item  13  are
incorporated herein by reference.

Item  8.  Changes  in and  Disagreements  with  Accountants  On  Accounting  and
          Financial Disclosure.

         Not applicable.


                                       21
<PAGE>
                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons: Compliance
        with Section 16(a) of the Exchange Act.

         The information  contained under the sections  captioned "Section 16(a)
Beneficial  Ownership  Reporting  Compliance"  and  "Proposal  I -  Election  of
Directors"  in  the  Company's   Proxy  Statement  for  the  Annual  Meeting  of
Stockholders for the Fiscal Year ended December 31, 1999 (the "Proxy Statement")
is incorporated herein by reference.

Item 10.  Executive Compensation

         The  information  contained  in the  section  captioned  "Director  and
Executive Officer Compensation" in the Proxy Statement is incorporated herein by
reference.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

         (a)      Security Ownership of Certain Beneficial Owners

                  Information  required by this item is  incorporated  herein by
                  reference  to  the  first  chart  in  the  section   captioned
                  "Proposal I - Election of Directors" in the Proxy Statement.

         (b)      Security Ownership of Management

                  Information  required by this item is  incorporated  herein by
                  reference  to  the  first  chart  in  the  section   captioned
                  "Proposal I - Election of Directors" in the Proxy Statement.

         (c)      Management  of  the  Registrant   knows  of  no  arrangements,
                  including  any  pledge  by any  person  of  securities  of the
                  Registrant,  the  operation of which may at a subsequent  date
                  result in a change in control of the Registrant.

Item 12.  Certain Relationships and Related Transactions

         The  information  required  by this  item  is  incorporated  herein  by
reference  to  the  section   captioned   "Certain   Relationships  and  Related
Transactions" in the Proxy Statement.

Item 13. Exhibits, List, and Reports on Form 8-K

         (a) Listed below are all  financial  statements  and exhibits  filed as
part of this report.

                  1.    The   consolidated   balance   sheets  of  First  Kansas
                        Financial  Corporation  as of December 31, 1999 and 1998
                        and the related  consolidated  statements  of  earnings,
                        changes in  stockholders'  equity and cash flows for the
                        years then ended,  together  with the related  notes and
                        the   independent   auditors'   report   of  KPMG   LLP,
                        independent certified public accountants.

                  2.    Schedules omitted as they are not applicable.

                                       22
<PAGE>


<TABLE>
<CAPTION>
               <S>     <C>
                  3.       The following exhibits are included in this Report or incorporated herein by reference:

                  (a)      List of Exhibits:

                  3(i)     Articles   of  Incorporation  of  First  Kansas Financial Corporation *
                  3(ii)    Bylaws of First Kansas Financial Corporation *
                  10       Employment Agreement with Larry V. Bailey
                  13       Annual Report to Stockholders for the fiscal year ended December 31, 1999
                  21       Subsidiaries of the Registrant
                  23       Consent of KPMG LLP
                  27       Financial Data Schedule (electronic filing only)
</TABLE>

                  ---------------
                    *    Incorporated by reference to the Company's Registration
                         Statement  on Form SB-2 (File No. 333- 48093)  declared
                         effective by the SEC on May 8, 1998.

                    **   Incorporated  by reference to the Company's Form 10-KSB
                         for the fiscal year ended December 31, 1998.

                  (b)      Not applicable


<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended,  the registrant has duly caused this report to
be signed on its behalf by the  undersigned,  thereunto  duly  authorized  as of
March 24, 2000.

                                       FIRST KANSAS FINANCIAL CORPORATION


                                       By: /s/Larry V. Bailey
                                           -------------------------------------
                                           Larry V. Bailey
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)


         Pursuant to the requirement of the Securities  Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities indicated as of March 24, 2000.



/s/J. Darcy Domoney                             /s/James E. Breckenridge
-----------------------------                   --------------------------------
J. Darcy Domoney                                James E. Breckenridge
Chairman                                        Director


/s/William R. Butler, Jr.                       /s/Roger L. Coltrin
-----------------------------                   --------------------------------
William R. Butler, Jr                           Roger L. Coltrin
Director                                        Director


/s/Donald V. Meyer                              /s/Larry V. Bailey
-----------------------------                   --------------------------------
Donald V. Meyer                                 Larry V. Bailey
Director                                        Director, President, CEO and CFO