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

                                   ___________

                                    FORM 10-Q
      (Mark One)

      [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
            SECURITIES EXCHANGE ACT OF 1934
            For the quarterly period ended June 30, 2004
                                            or
      [   ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT
            For the transition period from            to

                         Commission file number 0-28936

                                   ___________

                           GOLD BANC CORPORATION, INC.
             (Exact name of registrant as specified in its charter)

                  Kansas                                  48-1008593
       (State or other jurisdiction of      (I.R.S. Employer Identification No.)
        incorporation or organization)
       11301 Nall Avenue, Leawood, Kansas                  66211
       (Address of principal executive offices)          (Zip code)

                                 (913) 451-8050
              (Registrant's telephone number, including area code)
                                   ___________

      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  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 past 90 days. Yes [X]  No [ ]

      Indicate by check mark whether the  registrant  is an  accelerated  filer
(as defined in Rule 12b-2 of the Exchange Act). Yes [X]   No [ ]

      Indicate  the  number  of  shares  outstanding  of each  of the  issuer's
classes of common stock, as of the latest practical date.

            Class                          Outstanding at August 6, 2004
            -----                          -----------------------------
  Common Stock, $1.00 par value                       40,097,826




<PAGE>

                           GOLD BANC CORPORATION, INC.
                         INDEX TO 10-Q FOR THE QUARTERLY
                           PERIOD ENDED JUNE 30, 2004

                                                                          Page

PART I FINANCIAL INFORMATION................................................2

ITEM 1: FINANCIAL STATEMENTS................................................2

        Consolidated Balance Sheets as of June 30, 2004 and December 31,
        2003 (unaudited)....................................................2

        Consolidated Statement of Earnings--Three Months ended June 30,
        2004 and June 30, 2003 (unaudited)..................................4

        Consolidated Statement of Earnings--Six Months ended June 30, 2004
        and June 30, 2003 (unaudited).......................................5

        Consolidated Statements of Stockholders' Equity and Comprehensive
        Income For the Six Months Ended June 30, 2004, and June 30,
        2003 (Unaudited)....................................................6

        Consolidated Statements of Cash Flows For the Six Months ended
        June 30, 2004 and June 30, 2003 (unaudited)...........  ............7

        Notes to Consolidated Financial Statements..........................8

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND
        RESULTS OF OPERATIONS..............................................14

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.........23

ITEM 4: CONTROLS AND PROCEDURES............................................24

PART II OTHER INFORMATION..................................................25

ITEM 1: LEGAL PROCEEDINGS..................................................25

ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS..........................25

ITEM 3: DEFAULTS UPON SENIOR SECURITIES....................................25

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS ................25

ITEM 5: OTHER INFORMATION..................................................25

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K...................................25

        SIGNATURES.........................................................27


                                       i


                          PART I FINANCIAL INFORMATION

ITEM 1:  FINANCIAL STATEMENTS

                  GOLD BANC CORPORATION, INC. AND SUBSIDIARIES


                           Consolidated Balance Sheets
                           ---------------------------


                                (In thousands)
                                  (unaudited)

                                               June 30, 2004  December 31, 2003
                                               -------------  -----------------

Assets

Cash and due from banks                         $    64,662         $    78,124
Federal funds sold and
  interest-bearing deposits                          20,065              38,978
                                                -------------      ------------
    Total cash and cash equivalents                  84,727             117,102
                                                -------------      ------------

Investment securities:
    Available-for-sale                              750,550             842,900
    Held-to-maturity                                284,601             133,492
    Trading                                           3,560               9,692
                                                -------------      ------------
    Total investment securities                   1,038,711             986,084
                                                -------------      ------------


Mortgage loans held-for-sale, net                     1,969               5,883
Loans, net                                        2,834,588           2,977,021
Premises and equipment, net                          56,531              63,131
Goodwill                                             30,484              31,082
Other intangible assets, net                          5,711               6,084
Accrued interest and other assets                    54,544              52,117
Cash surrender value of bank-owned
  life insurance                                     81,196              80,218
Assets of discontinued operations                         -               3,903
                                                -------------      ------------
Total assets                                     $4,188,461          $4,322,625
                                                =============      ============


           See accompanying notes to consolidated financial statements

                                       2


<PAGE>

                  GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

                           Consolidated Balance Sheets
                           ---------------------------

                                 (In thousands)
                                   (unaudited)


                                                     June 30,      December 31,
Liabilities and Stockholders' Equity                   2004           2003
------------------------------------                 --------      ------------

Liabilities:
    Deposits                                         $ 3,029,130   $ 3,164,443
    Securities sold under agreements to repurchase       140,984       127,789
    Federal funds purchased and other short-term
      borrowings                                             549         7,260
    Subordinated debt                                    115,746       114,851
    Long-term borrowings                                 597,789       631,526
    Accrued interest and other liabilities                44,645        26,411
    Liabilities from discontinued operations                   -           628
                                                     -----------   -----------
Total liabilities                                      3,928,843     4,072,908
                                                     -----------   -----------

Stockholders' equity:
    Preferred stock, no par value; 50,000,000 shares
      authorized, no shares issued                             -             -
    Common stock, $1.00 par value; 50,000,000 shares
      authorized 44,853,323 and 44,567,417 shares
      issued at June 30, 2004 and December 31, 2003       44,853        44,567
    Additional paid-in capital                           127,821       122,444
    Retained earnings                                    143,299       132,082
    Accumulated other comprehensive income (loss), net   (11,069)       (2,812)
    Unearned compensation                                (10,997)      (12,275)
                                                     -----------   -----------
                                                         293,907       284,006
    Less treasury stock (4,824,575 shares at June
      30, 2004 and December 31, 2003)                    (34,289)      (34,289)
                                                     -----------   -----------
                                                         259,618       249,717
                                                     -----------   -----------
Total liabilities and stockholders' equity           $ 4,188,461   $ 4,322,625
                                                     ===========   ===========

           See accompanying notes to consolidated financial statements

                                       3
<PAGE>

                  GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

                       Consolidated Statements of Earnings
                           For the Three Months ended
                      (In thousands, except per share data)
                                   (unaudited)

                                              June 30, 2004     June 30, 2003
                                              -------------     -------------
Interest Income:
    Loans, including fees                    $    40,720       $    43,239
    Investment securities                          9,758             9,595
    Other                                            463               531
                                             -----------       -----------
       Total interest income                      50,941            53,365
                                             -----------       -----------

Interest Expense:
    Deposits                                      14,208            15,273
    Borrowings and other                           7,166             8,694
                                             -----------       -----------
       Total interest expense                     21,374            23,967
                                             -----------       -----------
       Net interest income                       29,567             29,398

Provision for loan losses                         1,447              3,025
                                             -----------       -----------

    Net interest income after provision for
    loan losses                                  28,120             26,373
                                             -----------       -----------

Other income:
    Service fees                                  4,543              4,354
    Investment trading fees and commissions         726              1,414
    Net gain on sale of mortgage loans              419                773
    Net securities gains                             36                976
    Gain on sale of branch facilities             3,621              1,179
    Gain on sale of credit card portfolio         1,156                 --
    Bank-owned life insurance                       928              1,023
    Other                                         1,949              1,041
                                             -----------       -----------
       Total other income                        13,378             10,760
                                             -----------       -----------
Other expense:
    Salaries and employee benefits               14,729             13,781
    Net occupancy expense                         1,733              1,875
    Depreciation expense                          1,610              1,680
    Core deposit intangible amortization
      expense                                       188                188
    Losses and expenses resulting from
      misapplication of bank funds, net
      of recoveries                                  --                900
    Expense for the settlement of
      Qui Tam litigation, net                    14,000                 --
    Other                                         7,712              8,646
                                             -----------       -----------
       Total other expense                       39,972             27,070
                                             -----------       -----------

      Earnings from continuing operations
      before income taxes                         1,526             10,063

Income tax expense                                1,217              2,904
                                             -----------       -----------
   Net earnings from continuing operations          309              7,159
   Net earnings from discontinued
     operations, net of tax                           -                126
                                             -----------       -----------
   Net earnings                              $      309        $     7,285
                                             ===========       ===========
   Net earnings from continuing operations
     per share - basic and diluted           $     0.01        $      0.19
   Net earnings from discontinued
     operations per share - basic and
     diluted                                 $        -        $         -
                                             -----------       -----------
   Net earnings per share - basic and
     diluted                                 $      0.01       $      0.19
                                             ===========       ===========

           See accompanying notes to consolidated financial statements

                                       4
<PAGE>

                  GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

                       Consolidated Statements of Earnings
                            For the Six Months ended
                      (In thousands, except per share data)
                                   (unaudited)

                                              June 30, 2004     June 30, 2003
                                              -------------     -------------
Interest Income:
    Loans, including fees                    $    83,404        $    85,703
    Investment securities                         19,090             19,531
    Other                                          1,052              1,000
                                             -----------        -----------
       Total interest income                     103,546            106,234
                                             -----------        -----------
Interest Expense:
    Deposits                                      28,731             30,758
    Borrowings and other                          14,619             16,540
                                             -----------        -----------
       Total interest expense                     43,350             47,298
                                             -----------        -----------
       Net interest income                        60,196             58,936
Provision for loan losses                          4,311              6,575
                                             -----------        -----------

    Net interest income after provision for
      loan losses                                 55,885             52,361
                                             -----------        -----------
Other income:
    Service fees                                   8,448              8,551
    Investment trading fees and commissions        1,636              2,891
    Net gain on sale of mortgage loans               806              1,517
    Net securities gains                             137                973
    Gain on sale of branch facilities             20,574              1,179
    Gain on credit card portfolio                  1,156                 --
    Bank-owned life insurance                      1,958              1,959
    Other                                          3,410              2,135
                                             -----------        -----------
       Total other income                         38,125             19,205
                                             -----------        -----------
Other expense:
    Salaries and employee benefits                30,770             27,932
    Net occupancy expense                          3,495              3,696
    Depreciation expense                           3,177              3,385
    Core deposit intangible amortization
      expense                                        375                375
    Losses and expenses resulting from
      misapplication of bank funds, net
      of recoveries                                   --              1,150
    Expense for the settlement of
      Qui Tam litigation, net                     14,000                 --
    Other                                         19,072             15,862
                                             -----------        -----------
       Total other expense                        70,889             52,400
                                             -----------        -----------

       Earnings from continuing operations
         before income taxes                      23,121             19,166

Income tax expense                                 8,955              5,159
                                             -----------        -----------


   Net earnings from continuing operations        14,166             14,007
   Net loss from discontinued operations,
     net of tax                                     (551)               (13)
                                             -----------        -----------
   Net earnings                              $    13,615        $    13,994
                                             ===========        ===========
   Net earnings from continuing operations
     per share - basic and diluted           $      0.36        $      0.37
   Net loss from discontinued operations
     per share - basic and diluted           $    ( 0.01)       $        --
                                             -----------        -----------
     Net earnings per share - basic and
       diluted                               $      0.35        $      0.37
                                             ===========        ===========

           See accompanying notes to consolidated financial statements

                                       5
<PAGE>
<TABLE>
<CAPTION>
                  GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
            For the Six Months Ended June 30, 2004, and June 30, 2003
                             (Dollars in thousands)
                                   (unaudited)

                                                                                   Accumulated
                                                           Additional                Other
                                       Preferred  Common    Paid-in    Retained  Comprehensive     Unearned     Treasury
                                         Stock    Stock     Capital    Earnings  Income (loss)   Compensation    Stock      Total


<S>                                    <C>        <C>       <C>        <C>           <C>           <C>         <C>       <C>

Balance at December 31, 2002           $   -      44,188    118,257    107,392       3,489         (12,432)    (33,120)  $ 227,774

Net earnings for the six months ended
  June 30, 2003                            -           -         -      13,994           -               -           -      13,994

Change in unrealized gain (loss) on
  available-for-sale securities            -           -         -           -       1,938               -           -       1,938
                                       --------  -------   --------   --------      ------         --------    --------  ---------
  Total comprehensive income
  for the six months ended June 30,
  2003                                     -           -         -      13,994       1,938               -           -      15,932

Exercise of 29,708 stock options           -          30       153           -           -               -           -         183

Increase in unearned compensation          -           -         -           -           -          (1,000)          -      (1,000)

Dividends paid ($0.06 per common share)    -           -         -      (2,368)          -               -           -      (2,368)
                                       --------  -------   --------   --------      ------         --------    --------  ---------
Balance at June 30, 2003               $   -      44,218    118,410    119,018       5,427         (13,432)    (33,120)  $ 240,521
                                       ========  =======   ========   ========      ======         ========    ========  =========


Balance at December 31, 2003
                                       $   -      44,567    122,444    132,082      (2,812)        (12,275)    (34,289)  $ 249,717
Net earnings for the six months ended
  June 30, 2004                            -           -          -     13,615           -               -           -      13,615

Change in unrealized gain (loss) on
  available-for-sale securities            -           -          -          -      (8,257)              -           -      (8,257)
                                       --------  -------   --------   --------      ------         --------    --------  ---------
  Total comprehensive income
  for the six months ended June 30,
  2004                                     -           -          -     13,615       (8,257)             -           -       5,358

Exercise of 285,906 stock options          -         286      3,161          -            -              -           -       3,447

 Allocation of 150,000 shares held by
   Employee Stock Ownership Plan           -           -      1,162          -            -          1,170           -       2,332

 Recognition of stock based employee
   compensation                            -           -      1,054          -            -            108           -       1,162

Dividends paid ($0.06 per common share)    -           -          -      (2,398)          -              -           -      (2,398)
                                      ---------  -------   --------    --------      ------       --------    --------   ---------
Balance at June 30, 2004              $    -      44,853    127,821     143,299     (11,069)       (10,997)    (34,289)   $259,618
                                      =========  =======   ========    =========     ======       ========    ========   =========

</TABLE>

          See accompanying notes to consolidated financial statements.

                                       6

<PAGE>
<TABLE>
<CAPTION>

                  GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 For the Six Months Ended June 30, 2004 and 2003
                                 (In thousands)
                                   (unaudited)



                                                                         June 30, 2004         June 30, 2003
                                                                         -------------         -------------
<S>                                                                       <C>                   <C>
Cash flows from operating activities:
  Net earnings................................................            $    13,615           $    13,994
  Loss from discontinued operations...........................                    551                    13
Adjustments to reconcile net earnings to net cash provided by
  (used in) operating activities:
  Provision for loan losses...................................                  4,311                 6,575
  Qui Tam Litigation settlement...............................                 14,000                     -
  Allocation of ESOP Shares...................................                  2,332                     -
  Stock-based employee compensation...........................                  2,087                     -
  Net securities gains........................................                   (137)                 (973)
  Gain on sale of bank branches...............................                (20,574)                    -
  Amortization of investment securities premiums, net of
    accretion.................................................                  1,256                 1,801
  Depreciation................................................                  3,177                 3,385
  Amortization of intangible assets...........................                    375                   375
  Gain on sale of mortgage loans held for sale................                   (806)               (1,517)
  Increase in cash surrender value of bank owned life insurance                (1,958)               (1,947)
  Net decrease in trading securities..........................                  6,132                 1,128
  Proceeds from sale of loans held for sale...................                122,673               130,498
  Origination of loans held for sale, net of repayments.......               (117,953)             (125,432)
  Other changes:
    Accrued interest receivable and other assets..............                 (4,627)               64,923
    Accrued interest payable and other liabilities............                 12,631                (1,933)
    Net change in operating activities of discontinued
      operations..............................................                  2,724                    64
                                                                         ------------           -----------

   Net cash provided by operating activities..................           $     39,809           $    90,954
                                                                         ------------           -----------
Cash flows from investing activities:
  Net increase in loans.......................................          $     (80,310)          $  (165,754)
   Principal collections and proceeds from maturities of
    available-for-sale securities.............................                253,777               103,314
  Purchases of available-for-sale securities..................               (335,112)             (283,878)
  Principal collections and proceeds from maturities of held-
    to-maturity securities....................................                108,333                44,967
  Purchases of held-to-maturity securities....................                (94,583)               17,219
  Purchase of bank owned life insurance policy................                      -               (20,000)
  Net additions to premises and equipment.....................                   (484)                 (941)
  Cash paid in branch sales, net of cash received.............               (184,744)                   --
  Cash received in redemption of cash surrender value of life
    insurance..............................................                       980                    --
                                                                         ------------           -----------

  Net cash used in investing activities.......................             $ (332,143)          $  (339,511)
                                                                         ------------           -----------
Cash flows from financing activities:
  Increase in deposits........................................            $   293,799           $   245,604
  Net decrease in short-term borrowings.......................                 (6,711)              (33,686)
  Net (decrease) increase from FHLB & long-term borrowings....                (28,178)              134,775
  Proceeds from issuance of common stock......................                  3,447                   183
  Dividends paid..............................................                 (2,398)               (2,368)
                                                                         ------------           -----------
   Net cash provided financing activities.....................                259,959               344,508
                                                                         ------------           -----------
  Increase (decrease) in cash and cash equivalents............                (32,375)               95,951
  Cash and cash equivalents, beginning of period..............                117,102                96,408
                                                                         ------------           -----------
  Cash and cash equivalents, end of period....................            $    84,727          $    192,359
                                                                         ============           ===========
Supplemental disclosure of cash flow information:
  Cash paid for interest......................................            $    41,897          $     49,296
  Cash paid for income taxes..................................                  3,777                 7,682
  Non-cash investing activities
  Transfer of investment securities from available-for-sale to
    held-to-maturity portfolio................................                165,533                     -

</TABLE>

          See accompanying notes to consolidated financial statements.

                                       7

<PAGE>

                  GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)

1.    Basis of Presentation

      The accompanying  consolidated financial statements have been prepared in
accordance  with the  instructions  for Form 10-Q. The  consolidated  financial
statements   should  be  read  in  conjunction   with  the  audited   financial
statements  included  in our 2003  Annual  Report on Form 10-K  filed  with the
Securities  and  Exchange  Commission  on March  15,  2004  (the  "2003  Annual
Report").

      The consolidated  financial  statements include the accounts of Gold Banc
Corporation,  Inc. and its  subsidiary  banks and  companies.  All  significant
inter-company balances and transactions have been eliminated.

      The  consolidated  financial  statements  as of and for the three and six
months ended June 30, 2004 and 2003 are unaudited  but include all  adjustments
(consisting only of normal recurring  adjustments)  which we consider necessary
for  a  fair  presentation  of  our  financial  position  and  results  of  our
operations and cash flows for those  periods.  The  consolidated  statements of
earnings for the three and six months  ended June 30, 2004 are not  necessarily
indicative of the results to be expected for the entire year.

2.    Earnings per Common Share

      Basic  earnings  per share is based upon the weighted  average  number of
common shares outstanding  during the periods  presented.  Diluted earnings per
share  includes  the  effects  of  all   potentially   dilutive  common  shares
outstanding   during  each  period.   Employee   stock   options  and  unvested
restricted stock are our only potential common share equivalent.

      The shares used in the calculation of basic and diluted earnings per share
for the three and six months  ended June 30, 2004 and,  2003 are shown below (in
thousands):

<TABLE>
<CAPTION>
                                                        For the three months     For the six months
                                                               ended                    ended
                                                              June 30                  June 30
                                                           2004        2003        2004       2003
                                                          ------      ------     ------     -------


<S>                                                        <C>        <C>         <C>        <C>
Weighted average common shares outstanding...........      40,031     39,496      39,896     39,487
Unallocated ESOP Shares..............................      (1,256)    (1,546)     (1,275)    (1,505)
                                                          -------    -------     -------    -------
Total basic average common shares outstanding........      38,775     37,950      38,621     37,982

Stock options and unvested restricted stock                   415        178         401        191
                                                          -------    -------     -------    -------
Total diluted weighted average common shares
  outstanding........................................      39,190     38,128      39,022     38,173
                                                          =======    =======     =======    =======
</TABLE>

3.    Stock Based Compensation

      We account for employee  stock options  under the intrinsic  value method
prescribed  by  Accounting  Principles  Board  Opinion No. 25  "Accounting  for
Stock  Issued to  Employees"  with pro forma  disclosures  of net  earnings and
earnings per share,  as if the fair value method of accounting  defined in SFAS
No. 123 "Accounting for Stock Based  Compensation"  had been applied.  SFAS No.
123  establishes  a fair  value  based  method of  accounting  for stock  based
employee  compensation  plans.  Under the fair value method,  compensation cost
is  measured  at the  grant  date  based  on the  value  of  the  award  and is
recognized  over the  service  period,  which is usually  the  vesting  period.
Under SFAS No. 123,  our net  earnings  and net  earnings  per share would have
decreased  as  reflected  in the  following  pro forma  amounts (in  thousands,
except per share amounts):

                                       8
<PAGE>
<TABLE>
<CAPTION>

                                                             For the three months ended
                                                        June 30, 2004          June 30, 2003
        <S>                                                <C>                    <C>
                                                        -------------          -------------
        Net earnings as reported                           $        309           $     7,285
          Add: stock-based compensation
            included in reported net earnings,
            net of related tax effects                     $        638                     -
          Deduct:  Total stock based employee
            compensation expense determined
            under fair valued based method for
            all awards, net of related tax effects                  855                   107
                                                       -----------------      ----------------
          Pro forma net earnings                           $         92           $     7,178
                                                       =================      ================
        Earnings per share:
          Basic-as reported                                $       0.01           $      0.19
          Basic-pro forma                                          0.00                  0.19
          Diluted-as reported                                      0.01                  0.19
          Diluted-pro forma                                        0.00                  0.19


                                                              For the six months ended
                                                        June 30, 2004          June 30, 2003
                                                        -------------          -------------
        Net earnings as reported                           $     13,615           $    13,994
          Add: stock-based compensation
            included in reported net earnings,
            net of related tax effects                     $      1,358                     -
          Deduct:  Total stock based employee
            compensation expense determined
            under fair valued based method for
            all awards, net of related tax effects                1,792                   182
                                                       -----------------      ----------------
          Pro forma net earnings                           $     13,181           $    13,812
                                                       =================      ================
        Earnings per share:
          Basic-as reported                                $       0.35           $      0.37
          Basic-pro forma                                          0.34                  0.36
          Diluted-as reported                                      0.35                  0.37
          Diluted-pro forma                                        0.34                  0.36

</TABLE>



4.    Intangible Assets and Goodwill

      The following  table presents  information  about our  intangible  assets
which  are  being   amortized  in  accordance   with   Statement  of  Financial
Accounting Standards (SFAS) No. 142.

                                          June 30, 2004       June 30, 2003

                                       Gross                Gross
                                     Carrying  Accumulated Carrying  Accumulated
                                      Amount  Amortization  Amount  Amortization
                                     -------- ------------ -------- ------------
                                                    (In thousands)

Amortized intangible assets:
  Core deposit premium................ $7,508    $1,796     $7,508     $1,046
Aggregate amortization expense for the
  six months ended....................             $375                  $375


                                       9
<PAGE>

      Estimated  amortization  expense  (in  thousands)  for the  years  ending
December 31:

        2004...............................................  $751
        2005...............................................  $751
        2006...............................................  $751
        2007...............................................  $751
        2008...............................................  $751

      Goodwilll at June 30, 2004 was $30.5 million,  which is $598,000 less than
the amount at December  31,  2003.  The  reduction of $598,000 was the result of
selling  seven  branches of Gold  Bank-Kansas  during the first quarter of 2004.
There was no impairment to goodwill from continuing  operations recorded for the
three and six months ended June 30, 2004 or 2003.

     During  2002  and  2003,  CompuNet  Engineering  (CompuNet)  did not earn a
majority of its revenue from providing services to financial institutions.  As a
result,  the Company was required  under the Bank Holding  Company Act to divest
itself of CompuNet. During the fourth quarter of 2003, the Company announced its
intent to dispose of CompuNet.  As a result of the expected  disposition of this
business, the Company recorded an impairment charge of $845,000 and $3.3 million
in the third and fourth quarters of 2003, respectively,  to reduce the estimated
carrying  value of the net assets  (including  the remaining  goodwill) to their
estimated fair value. The remaining  goodwill of $207,000 was written off in the
first quarter of 2004. The Company sold CompuNet on February 4, 2004.

5.    Comprehensive Income

      Comprehensive  income was ($12.1)  million and $10.0 million for the three
months  ended  June 30,  2004 and June 30,  2003,  respectively.  Comprehensive
income was $5.4  million and $15.9  million for the six months  ended June 30,
2004 and June 30, 2003,  respectively.  The  difference  between  comprehensive
income and net earnings  presented in the  consolidated  statements of earnings
is  attributed  solely to  unrealized  gains and  losses on  available-for-sale
securities.  During the three months ended June 30, 2004 and June 30, 2003,  we
recorded  reclassification  adjustments of $23,000 and $622,000,  respectively,
associated  with gains and losses  included in net earnings  for such  periods.
During  the six months  ended  June 30,  2004 and June 30,  2003,  we  recorded
reclassification   adjustments   of   $89,000   and   $624,000,   respectively,
associated with gains and losses included in net earnings for such periods

6.    Mergers, Acquisitions, Dispositions and Consolidations

      Merger of Gold  Bank-Kansas  and Gold  Bank-Oklahoma.  On August 11, 2003,
Gold  Bank-Kansas  filed an application  with the Federal Reserve Bank of Kansas
City (the  "FRB-KC")  and the Office of the Kansas State Bank  Commissioner (the
"OSBC") to merge Gold  Bank-Oklahoma  and Gold Bank-Kansas with Gold Bank-Kansas
being the surviving entity. In October 2003, Gold Bank-Kansas  received approval
of its application and the merger was consummated on April 2, 2004.

     Sale of Weatherford,  Geary and Cordell, Oklahoma branches. On February 13,
2004,  Gold  Bank-Oklahoma  entered into an agreement for the sale of its branch
locations  in  Weatherford,  Geary  and  Cordell,  Oklahoma  to Bank of  Western
Oklahoma of Elk City. The sale of these Gold  Bank-Oklahoma  branches  closed on
May 7, 2004.  As of the date of closing,  the  deposits  and loans of these Gold
Bank-Oklahoma  branches  were  approximately  $63.0  million and $18.9  million,
respectively.  In connection with the sale of these branches, we recorded a gain
of approximately $3.6 million.

     Proposed  Merger of Gold  Bank-Kansas and Gold  Bank-Florida.  On March 31,
2004,  Gold  Bank-Kansas  filed an  application  with the FRB-KC and the OSBC to
merge Gold  Bank-Florida and Gold  Bank-Kansas  with Gold Bank-Kansas  being the
surviving  entity.  Currently,  Gold  Bank-Kansas  is  awaiting  approval of its
application.  Upon approval,  Gold Bank-Florida will merge into Gold Bank-Kansas
on September 1, 2004.

7.    Derivative Instruments

      In August 2002, we entered into three interest rate swap  agreements with
an  aggregate  notional  amount  of $82.5  million.  Each  swap had a  notional
amount equal to the outstanding  principal  amount of the related

                                       10
<PAGE>

subordinated debt, together with the same payment dates,  maturity date and call
provisions as the related  subordinated  debt.  Under each of the swaps,  we pay
interest  at a  variable  rate equal to a spread  over  90-day  LIBOR,  adjusted
quarterly,  and we  receive  a fixed  rate  equal  to the  interest  that we are
obligated to pay on the related  subordinated  debt. The interest rate swaps are
derivative  financial  instruments and have been designated as fair value hedges
of the subordinated debt.

      The $28.7  million  notional  amount  swap  agreement  was  called by the
counter-party  and  terminated  on April 7, 2003.  The $16.3  million  notional
amount swap  agreement was called by the  counter-party  and terminated on June
30,  2003.  Under  these swap  agreements,  no  payments  were due  between the
parties  and no gain or loss  was  recognized  by us  when  they  were  called.
There are no current plans to replace these  terminated  swap  agreements.  The
remaining  $38.7  million  notional  amount swap  agreement is also callable by
the counter-party prior to its respective maturity date.

      During the quarter  ended June 30,  2004,  we received  net cash flows of
$482  thousand  under the one  remaining  agreement,  which was  recorded  as a
reduction of interest expense on the subordinated  debt.  During the six months
ended June 30,  2004,  we received  net cash flows of $959  thousand  under the
remaining  agreement,  which  was also  recorded  as a  reduction  of  interest
expense on the subordinated debt.

      In August 2003, we entered into seven interest rate swap  agreements  with
an  aggregate  notional  amount of $190  million for the purpose of  effectively
converting $190 million of fixed rate Federal Home Loan Bank ("FHLB") borrowings
into floating  rate  obligations.  Each swap has a notional  amount equal to the
outstanding  principal  amount of the related FHLB borrowing,  together with the
same  payment  dates,  maturity  date and call  provisions  as the related  FHLB
borrowing.  Under five of the swaps, we pay interest at a variable rate equal to
a spread over 30-day  LIBOR,  adjusted  monthly,  whereas on the  remaining  two
instruments we pay interest quarterly.  We receive a fixed rate payment equal to
the interest  that we are obligated to pay on the related FHLB  borrowings.  The
interest  rate  swaps  are  derivative  financial   instruments  and  have  been
designated as fair value hedges of the FHLB borrowings.

     During the  quarter  ended June 30,  2004,  we  received  net cash flows of
$1.1million  under  these  agreements,  which was  recorded  as a  reduction  of
interest  expense on the related FHLB  borrowings.  Included in other expense in
the consolidated  statement of operations for the quarter ended June 30, 2004 is
a  reduction  in expense of  $631,000  relating  to the  ineffectiveness  of the
hedging  strategy.  During the six months ended June 30,  2004,  we received net
cash flows of $2.2  million  under  these  agreements,  which is  recorded  as a
reduction of interest expense on the related FHLB borrowings.  Included in other
expense in the  consolidated  statement of  operations  for the six months ended
June  30,  2004  was  an  reduction  of  expense  of  $194,000  relating  to the
ineffectiveness of the hedging strategy.

8.    Legal Proceedings

SEC Settlement

      On May 4, 2004, the SEC accepted our  settlement  offer to consent to the
entry of an order  providing  that we  cease  and  desist  from  committing  or
causing any  violations  and future  violations of Sections  13(a) and 13(b)(2)
of the  Securities  Exchange Act of 1934  ("Exchange  Act") and Rules 13a-1 and
13a-3  thereunder.  On May 6, 2004, we filed a Current  Report on Form 8-K that
included  the order.  No fines or  penalties  were levied  against us or any of
our current directors, officers or employees.

Class Action Lawsuit

     On March 10,  2004,  a class  action  lawsuit was filed by Lori  McBride on
behalf of herself and all other  similarly  situated  against us and nine of our
directors in the District Court of Johnson County, Kansas. On June 6, 2004, this
lawsuit was dismissed with prejudice.

Qui Tam Lawsuit

     On June 15,  2004,  we  issued a press  release  announcing  that a qui tam
lawsuit is pending in the United States District Court for the Western  District
of Oklahoma  against  us, Gold  Bank-Oklahoma  and Gold  Bank-


                                       11
<PAGE>

Kansas.  A qui tam lawsuit is an action  brought by a private  party (known as a
"relator")  seeking to represent the interests of the  government.  The suit was
filed under the federal False Claims Act ("FCA") which  provides for recovery of
treble damages, penalties and attorneys fees.

      The lawsuit,  which was brought by Roger L. Ediger (the relator) on behalf
of the United States of America,  was filed in camera and under seal,  allegedly
on October 24, 2002. We first became aware of the lawsuit on June 14, 2004, as a
result of a judicial  order  requested by the relator's  counsel that  partially
lifted the seal on the case to permit the  relator's  counsel to  disclose to us
the  existence  of the  lawsuit and an amended  complaint.  We have not yet been
served in the case.  A qui tam  action is  regularly  filed "in camera and under
seal" (i.e. secretly, without notice to the public or to the defendants) to give
the  government  time to  investigate  the claims and  determine  if it wants to
intervene and take control of the action.

     In the suit, which remains under seal, the relator alleges that we, and our
subsidiary   banks,  Gold   Bank-Oklahoma   and  Gold  Bank-Kansas,   and  their
predecessors,  violated the FCA by submitting false certifications and claims to
the Farm Service Agency ("FSA") and charging  excessive  interest rates and fees
on agricultural  loans subject to the FSA's  Guaranteed Loan Program ("GLP") and
Interest  Assistance  Program  ("IAP").  The relator  alleges  that we knowingly
charged  interest  rates  and  fees on FSA  guaranteed  loans in  excess  of the
interest  rates and fees we charged to our average  agricultural  customers,  in
violation of FSA regulations.  Plaintiff seeks relief in the form of a cease and
desist order  against  further  violations of the FCA,  treble  damages equal to
three times the amount of damages the United States sustained as a result of our
actions, statutory civil money penalties up to $11,000 for each false claim, and
attorneys' fees and expenses. The relator has demanded to be awarded the maximum
amount allowed by law of any recovery.

      Based upon our  records  and  confirmed  by payment  records  that we have
obtained  from FSA, we believe that during the period  October 1996 through June
2004, approximately $9 million was paid to Gold Bank-Oklahoma and $1 million was
paid to Gold  Bank-Kansas  from FSA under the GLP and IAP programs.  During that
period we believe that Gold  Bank-Oklahoma  (and its  predecessor  banks) had at
least 675 FSA guaranteed loans and Gold Bank-Kansas (and its predecessor  banks)
had at  least  150 FSA  guaranteed  loans.  The  relator  contends  that all FSA
payments constitute "damages" suffered by the United States. In the event we are
found liable on all of the relator's claims and none of our defenses were upheld
in court, these damages will be trebled to $30 million.  In such event, we could
also be held liable for civil money  penalties of between $5,000 and $11,000 per
false claim. If one civil money penalty was assessed for each FSA loan (multiple
certifications  were made for most FSA guaranteed loans), the range of penalties
could be between $4,825,000 to $9,075,000.  In addition, we could be held liable
for the relator's legal fees and expenses.

      FSA  regulations  provide that the  interest  rate charged on a guaranteed
loan may not exceed the rate the lender  charges its average  agricultural  loan
customer.  The regulation does not define "average  agricultural loan customer."
The  regulation   implicitly   requires  a  subjective   judgment  that  is  not
mathematically  precise,  and  therefore  may be  interpreted  and  construed in
various ways.

     We believe that the applicable  statute of limitations is 6 years, and bars
claims for actions that occurred  prior to October 1996.  The relator,  however,
contends that the applicable period for which claim can be made is 10 years. The
financial  data set forth above assumes that the  applicable  claims period is 6
years.  We are not in a position to provide  similar payment data for the period
prior to 1996 due to the  difficulty  of obtaining  information  for the reasons
described below. The government  informs us, however,  that if the claims period
is 10 years, the FSA payments total about $15 million.

      We have conducted an investigation of the FSA guaranteed loans involved in
this lawsuit,  but we do not currently have all of the loan documents within our
possession.  A  significant  number  of the FSA loans in  question  were made in
Oklahoma  prior to  March 2,  2000,  the date on which we  acquired  CountryBanc
Holding  Company.  Our computer and accounting  records,  and our loan files, in
Oklahoma are incomplete  with respect to years prior to our  acquisition of that
bank.  Also,  a  significant  number of  branches  in  Oklahoma,  and all of the
branches in Kansas,  that made these FSA  guaranteed  loans were sold within the
last two years as part of our strategic  plan to reallocate  our capital to high
growth metropolitan areas.

      Silver Acquisition Corp. ("Silver") has informed Gold Banc that unless the
financial effects of this lawsuit can be made more certain,  it may be unable to
obtain  approval  of the  merger of Gold  Banc with and into  Silver by the OTS,
which is one of the  conditions to closing of the merger  between us and Silver.
We have therefore explored various means to address that uncertainty,  including
exploring a possible settlement of this lawsuit. In this regard, we have reached
an oral  agreement  in  principle  with the U.S.  Attorney's  Office for Western
District of Oklahoma to

                                       12

<PAGE>

settle this lawsuit for $16  million.  We expect to have $2 million of insurance
coverage and, as a result, have accrued a liability,  net of insurance, for this
settlement of $14 million in the quarter  ended June 30, 2004. In addition,  our
current  estimated tax benefit of the damage portion of the settlement  resulted
in a reduction  of income tax  expense of $3.85  million for the quarter and six
months ended June 30, 2004. The net effect of the settlement is a $10.15 million
reduction  in net  earnings  for the quarter and six months ended June 30, 2004.
However,  the  aforementioned  settlement amount does not include any payment of
legal fees for relator's counsel,  the amount of which is currently not known by
us and has not been agreed to.

      The proposed  settlement has to be approved by the United States Assistant
Attorney  General and a settlement  agreement has to be negotiated and executed.
In addition,  Silver's  consent to the  settlement  would be required the merger
agreement.  In the  event  this  settlement  is not  consummated,  we  intend to
vigorously  defend this  lawsuit.  In  addition,  we may attempt to pursue other
alternatives  to provide some degree of certainty  of the  financial  effects of
this  lawsuit,  which may include  attempting  to obtain  insurance to cover the
potential   liability  either  alone  or  in  combination  with  establishing  a
liquidating  trust to hold a  specific  amount of the  merger  consideration  to
address all or part of that potential liability.  There can be no assurance that
Silver  will be able to  obtain  OTS  approval  of the  merger  even if the this
lawsuit  is  ultimately  settled or other  means are  utilized  to  resolve  the
financial effect of that lawsuit.

      No  negotiations  have been held with Silver  regarding the effect of this
settlement on the Merger  Agreement,  although we have been informed that Silver
will  seek some  adjustment  in the  purchase  price of $16.60  per  share,  the
purchase  price  escalator of $0.0023 per share for each day after July 23, 2004
by which the closing is delayed,  or both. One aspect of these negotiations will
be the  possibility  that the  condition  that we have at least $277  million in
total equity at closing may not be satisfied.


9.    Expense Resulting from Misapplication of Bank Funds, Net of Recoveries

     During 2002, 2001 and 2000, Michael W. Gullion,  our former Chief Executive
Officer  diverted  funds to his account for personal  use, as well as the use of
our  corporate  credit  card for  personal  use and  improper  reimbursement  of
personal expenses.  Such amounts along with the costs of an investigation  which
uncovered  the activity  aggregated  $136,000  and $1.1 million  during 2002 and
2001.

     During the year ended  December 31, 2003, we reached an agreement  with the
former chief executive officer in which we received  approximately  $3.5 million
of  restitution.  The restitution  amount  consisted of $1.2 million in cash and
212,864  shares of our common stock,  and has been netted against the losses and
expenses incurred in 2003 by us in connection with the investigation.

      During the quarter ended June 30, 2003, the Company recorded  $900,000 of
expenses  related to the  investigation.  During the six months  ended June 30,
2003,   the  Company   recorded  $1.1  million  of  expenses   related  to  the
investigation.

10.   Acquisition of Company

      On February 25, 2004, we entered into a definitive  merger  agreement with
Silver Acquisition  Corporation  ("Silver"),  whereby Silver will acquire all of
our  outstanding  common stock for $16.60 per share in cash,  plus an additional
$.0023 per share each day after July 23,  2004 that the closing of the merger is
delayed. The merger is expected to take place promptly following satisfaction of
the conditions in the merger  agreement,  including  shareholder  and regulatory
approval.

      As of the date of this filing, the website for the OTS stated that the due
date for a decision  by the OTS on the  acceptance  of Silver's  application  is
scheduled  for November  17,  2004.  The actual due date may be earlier or later
contingent  upon various  factors,  including  the  submission  by Silver of any
additional information requested by the OTS. In addition, Silver has informed us
that unless the financial  effects of the qui tam lawsuit as described in note 8
can be made more certain, it may be unable to obtain regulatory approval. We are
unable to predict whether such regulatory approval will be received,  the timing
of  receipt  thereof,  or the  effect,  if any,  of the qui tam  lawsuit  or its
proposed settlement on the pending merger or the terms thereof.

                                       13

<PAGE>

ITEM 2:    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           cONDITION AND RESULTS OF OPERATIONS

      The following  financial  review  presents  management's  discussion  and
analysis of our  consolidated  financial  condition and results of  operations.
This review  highlights the major factors  affecting  results of operations and
any  significant  changes in  financial  condition  for the three and six month
periods  ended June 30, 2004.  This review should be read in  conjunction  with
the  consolidated  financial  statements and related notes appearing  elsewhere
in this  report as well as our 2003  Annual  Report  on Form  10-K  (the  "2003
Annual  Report").  Results of  operations  for the three and six month  periods
ended June 30, 2004 are not  necessarily  indicative  of results to be attained
for any other period.

Proposed Acquisition of Gold Banc

      On February 25, 2004,  we issued a press release  announcing  that we had
entered into an Agreement  and Plan of Merger (the "Merger  Agreement")  by and
among us, Silver  Acquisition Corp.  ("Silver"),  and SAC Acquisition Corp. The
holders of a majority of our  outstanding  shares must  approve the merger.  It
is also  subject  to the  receipt  of  required  regulatory  approvals  and the
receipt by Silver of necessary financing.

      Pursuant to the Merger  Agreement,  Gold  Bank-Oklahoma  merged into Gold
Bank-Kansas.  Pending  regulatory  approval,  Gold  Bank-Florida will be merged
into  Gold  Bank-Kansas.  Upon  consummation  of  the  merger  of us  into  SAC
Acquisition  Corp.,  Gold  Bank-Kansas will be converted into a federal savings
bank.  Following  those  transactions  and the  merger,  the  surviving  parent
would be a privately  held  savings and loan holding  company  regulated by the
Office of Thrift Supervision (the "OTS").

      As of the date of this filing, the website for the OTS stated that the due
date for a decision  by the OTS on the  acceptance  of Silver's  application  is
scheduled  for November  17,  2004.  The actual due date may be earlier or later
contingent  upon various  factors,  including  the  submission  by Silver of any
additional information requested by the OTS. In addition, Silver has informed us
that unless the financial  effects of the qui tam lawsuit described in note 8 to
the financial  statements  can be made more certain,  it may be unable to obtain
regulatory  approval.  We are unable to predict whether such regulatory approval
will be received,  the timing of receipt thereof,  or the effect, if any, of the
qui tam lawsuit or its proposed  settlement  on the pending  merger or the terms
thereof.

Selected Financial Data

      The following table sets forth selected  financial data for the three and
six  month  periods  ended  June  30,  2004  and  June  30,  2003  (dollars  in
thousands, except per share amounts):

                                         Three Months Ended   Six Months Ended
                                               June 30            June 30,
                                               -------            --------
                                           2004      2003      2004      2003
                                           ----      ----      ----      ----
Net Earnings                            $   309     $7,285   $13,615   $13,994

Earnings Per Share (basic)                $0.01      $0.19    $ 0.35     $0.37
Return on Average Assets                   0.03%      0.72%     0.64%     0.71%
Return on Equity                           0.46%     12.26%    10.28%    12.03%
Dividends to Net Earnings                389.79%     16.27%    17.62%    16.93%


                                       14
<PAGE>

                                             At June 30,         At June 30,
                                                2004                2003
                                                ----                ----

Stockholders' equity to total assets            6.20%               5.20%


Results of Operations

      We had  previously  announced  on July 21, 2004,  that net  earnings  from
continuing  operations for the quarter ended June 30, 2004 were $10.46  million,
or $0.27 per share. The previously announced six months earnings from continuing
operations  ended June 30,  2004 were  $24.32  million or $0.62 per share.  As a
result of the oral  settlement  agreement  in  principle  related to the Qui Tam
lawsuit  described in note 8 to our  financial  statements,  our  earnings  were
reduced  by $10.15  million  or $0.26 per share for the  quarter.  This  reduced
second  quarter  earnings to $309,000  or $0.01 per share and  earnings  for the
first six months to $13.62 million or $0.35 per share.

      Net Interest Income

      Total interest  income for the three months ended June 30, 2004 was $50.9
million  compared to $53.4  million for the three months ended June 30, 2003 or
a decrease  of $2.4  million.  This  decrease  primarily  resulted  from a $2.5
million  decrease in loan  interest.  Average  loans  increased to $2.9 billion
for the three  months  ended June 30,  2004  compared  to $2.8  billion for the
three  months  ended June 30, 2003.  Total  interest  income for the six months
ended June 30, 2004 was $103.5  million  compared to $106.2 million for the six
months  ended  June 30,  2003 or a  decrease  of $2.7  million.  This  decrease
resulted  from  a  $2.3  million  decrease  in  loan  interest  and a  $441,000
decrease in  investment  security  interest.  For the three  months  ended June
30, 2004,  our average rate on a tax  equivalent  basis for earning  assets was
5.17%,  a decrease  from 5.67% for the three months  ended June 30,  2003.  For
the six months  ended  June 30,  2004,  our  average  rate on a tax  equivalent
basis for earning  assets was 5.24%,  a decrease  from 5.83% for the six months
ended June 30,  2003.  The  decrease  in the  average  rate on  earning  assets
primarily  results  from the  decrease  in the  prime  rate  that we  charge to
borrowers,  as  well as a  decrease  in the  average  yield  on our  investment
securities portfolio.

      Average  earning assets were $4.0 billion for the three months ended June
30,  2004  compared  with $3.8  billion  for the three  months  ended  June 30,
2003.  Average  earning  assets were $4.0 billion for the six months ended June
30, 2004  compared  with $3.7  billion for the six months  ended June 30, 2003.
The  increase in average  earning  assets is  attributable  to our  increase in
loans and our increase in investments, which relates to our leverage strategy.

      Total interest  expense for the three months ended June 30, 2004 was $21.4
million; a $2.6 million, or 10.8%, decrease over the three months ended June 30,
2003.  The decrease was primarily due to a $1.1 million  decrease in interest on
deposits and a $1.5 million  decrease in interest on borrowings.  Total interest
expense  for the six  months  ended  June 30,  2004 was  $43.4  million;  a $3.9
million, or 8.4%, decrease over the six months ended June 30, 2003. The decrease
was primarily due to a $2.0 million  decrease in interest on deposits and a $1.9
million decrease in interest on borrowings.  For the three months ended June 30,
2004,  our average cost of funds was 2.37%,  a decrease from 2.71% for the three
months ended June 30, 2003.  For the six months ended June 30, 2004, our average
cost of funds was 2.38%, a decrease from 2.78% for the six months ended June 30,
2003. The decrease in the average cost of funds primarily relates to the reduced
rates paid on deposits,  as well as the decrease in interest expense  associated
with our FHLB borrowings due to the interest rate swap agreements.

      Net interest  income was $29.6 million for the three months ended June 30,
2004,  compared to $29.4  million  for the same  period in 2003;  an increase of
0.6%.  Net interest  income was $60.2  million for the six months ended June 30,
2004,  compared to $58.9  million  for the same  period in 2003;  an increase of
2.1%.  Our net interest  margin  decreased from 3.14% for the three months ended
June  30,  2003 to 3.02%  for the  three  months  ended  June 30,  2004 on a tax
equivalent  basis.  Net interest margin  decreased from 3.25% for the six months
ended  June 30,  2003 to 3.06% for the six months  ended June 30,  2004 on a tax
equivalent  basis.  The increase in net interest  income and the decrease in net
interest  margin was the result of the combination of an increase in the average
balance of loans  during the periods and a decrease in the average rate on loans
receivable.  For the three months ended June 30, 2004  compared to the three and
six months ended June 30, 2003, average interest bearing  liabilities  increased
$76.2  million  compared to an increase  of $191.6  million in average  interest
earning  assets.  For the six months  ended June


                                       15
<PAGE>


30, 2004  compared to the three  months ended June 30,  2003,  average  interest
bearing  liabilities  increased $226.1 million compared to an increase of $315.0
million in average interest earning assets.  The difference between the increase
in average  interest  bearing  liabilities and the increase in average  interest
earning assets is primarily due to an increase in non-interest  bearing deposits
during the relevant periods.

      Provision/Allowance for Loan Losses

      The success of a bank  depends to a  significant  extent upon the quality
of its assets,  particularly  loans.  This is  highlighted by the fact that net
loans  were 68% of our total  assets as of June 30,  2004.  Credit  losses  are
inherent  in the  lending  business.  The risk of loss will  vary with  general
economic  conditions,  the type of loan being made, the creditworthiness of the
borrower  over  the term of the loan  and the  value of the  collateral  in the
case of a collateralized loan, among other things.

      The allowance  for loan losses  totaled $34.2 million and $34.0 million at
June 30, 2004 and December 31, 2003,  respectively,  and  represented  1.19% and
1.13% of total loans at each date.  The  provision for loan losses for the three
months  ended June 30, 2004 was $1.4  million  compared to $3.0  million for the
three  months  ended June 30, 2003.  The  provision  for loan losses for the six
months ended June 30, 2004 was $4.3 million compared to $6.6 million for the six
months ended June 30, 2003.  The decrease in the  provision  for loan losses for
the three and six  months  ended  June 30,  2004  compared  to the three and six
months  ended June 30,  2003 was the result of a slower  rate of increase in our
loan portfolio  during 2004 and an improvement in the credit quality of our loan
portfolio. The decrease was partly due to the sale of the rural Kansas branches.
Net  charge-offs  for the three  months  ended June 30,  2004 were $1.6  million
compared  to $2.3  million  for the  three  months  ended  June  30,  2003.  Net
charge-offs for the six months ended June 30, 2004 were $2.3 million compared to
$6.6 million for the three months ended June 30, 2003.

      The allowance for loan losses is comprised of specific allowances assigned
to certain  classified loans and a general allowance.  We continuously  evaluate
our  allowance  for loan losses to  maintain  an  adequate  level to absorb loan
losses inherent in the loan portfolio. Factors contributing to the determination
of specific allowances include the credit worthiness of the borrower, changes in
the expected future receipt of principal and interest payments and/or changes in
the value of pledged  collateral.  An  allowance  is recorded  when the carrying
amount  of the  loan  exceeds  the  fair  value of the  collateral  for  certain
collateral  dependent loans. For purposes of determining the general  allowance,
the portfolio is segregated by loan types to recognize  differing  risk profiles
among  categories,  and then further  segregated by credit  grades.  Each credit
grade is assigned a risk factor, or allowance allocation percentage.  These risk
factors are multiplied by the outstanding principal balance and risk-weighted by
loan type to calculate the required allowance.

      The allowance  allocation  percentages assigned to each credit grade have
been  developed   based  on  an  analysis  of  historical  loss  rates  at  our
individual  banks,  adjusted for certain  qualitative  factors and management's
experience.  Qualitative  adjustments  for  such  things  as  general  economic
conditions,  changes in credit policies and lending  standards,  and changes in
the trend and severity of problem  loans,  can cause the  estimation  of future
losses to differ from past experience.  The unallocated  portion of the general
allowance  serves  to  compensate  for  additional  areas  of  uncertainty  and
considers industry comparable reserve ratios.

      The methodology used in the periodic review of allowance adequacy,  which
is performed at least  quarterly,  is designed to be  responsive  to changes in
actual credit  losses.  The changes are reflected in the general  allowance and
in specific  allowances as the  collectability  of larger  classified  loans is
continuously  recalculated  with new  information.

      We actively  monitor our past due and  non-performing  loans in each bank
subsidiary in an attempt to minimize  credit losses,  and monitor asset quality
to maintain an adequate loan loss allowance.  Although  management believes our
allowance  for  loan  losses  is  adequate  for each  bank and on an  aggregate
basis,  the  allowance  may not prove  sufficient  to cover future loan losses.
Further,  although  management  uses the  best  information  available  to make
determinations   with  respect  to  the  allowance  for  loan  losses,   future
adjustments may be necessary if economic  conditions differ  substantially from
the  assumptions   used,  or  adverse   developments   arise  with  respect  to
non-performing  or  performing  loans.  Accordingly,  the  allowance  for  loan
losses may not be adequate to cover loan losses,  and significant  increases to
the  allowance  may be  required in the future if  economic

                                       16
<PAGE>


conditions  should worsen.  Material  additions to the allowance for loan losses
would result in a decrease of our net earnings and stockholders' equity.

      We consider  non-performing assets to include all non-accrual loans, other
loans past due 90 days or more as to principal and interest and still  accruing,
other real estate owned and repossessed assets.  Total non-performing loans were
$29.5  million  and  $32.4  million  at June 30,  2004 and  December  31,  2003,
respectively. The $2.9 million decrease in non-performing loans can generally be
attributed  to the net  effect on one $8  million  loan  which was  returned  to
performing  status in the first quarter of 2004.  This was  partially  offset by
another loan totaling $2.0 million being added to  non-performing  status in the
second quarter of 2004. Total non-performing loans were 1.03% and 1.07% of gross
loans at June 30, 2004 and December 31, 2003, respectively. Total non-performing
assets were $35.6  million and $39.0  million at June 30, 2004 and  December 31,
2003, respectively. The decrease in non-performing assets of $3.4 million can be
generally attributed to the above mentioned loan activity.  Total non-performing
assets were 0.85% and 0.90% of total  assets at June 30, 2004 and  December  31,
2003, respectively.

      Other Income

      For the three months ended June 30, 2004,  other income was $13.4 million
compared  to $10.8  million  for the  three  months  ended  June 30,  2003,  an
increase of $2.6 million,  or 24.3%. The net increase  resulted  primarily from
gains  on the  sale of  branch  facilities  of $3.6  million  compared  to $1.2
million in the same  quarter  of 2003.  There was also an  increase  in service
fees  of  $189,000   and  an  increase  in  other   income  of  $2.1   million.
Approximately  $1.2 million of the increase in other income was  attributed  to
the  sale  of  the  bank's  credit  card  portfolio.  These  were  offset  by a
decrease  in  investment  trading  fees  and  commissions  of  $688,000  and  a
decrease  in net gains on sale of mortgage  loans of  $354,000.  Net  decreases
were also  recorded in net  securities  gains of  $940,000  and bank owned life
insurance  of  $95,000.  The  decrease  in bank  owned life  insurance  was the
result of the sale of the seven branches.

      For the six months  ended June 30, 2004,  other income was $38.1  million
compared to $19.2  million for the six months ended June 30, 2003,  an increase
of $18.9 million,  or 98.5%. The net increase resulted  primarily from gains on
the sale of branch  facilities  of $20.6  million  compared to $1.2  million in
the same period of 2003.  There was also an  increase  in other  income of $2.4
million.  Approximately  $1.2  million  of the  increase  in other  income  was
attributed to the sale of the bank's credit card  portfolio.  These were offset
by a decrease in investment  trading fees and  commissions  of $1.3 million,  a
decrease  in net gains on sale of mortgage  loans of  $711,000.  Net  decreases
were also  recorded in net  securities  gains of  $836,000  and bank owned life
insurance of $1,000.

      Other Expense

      For the three months ended June 30, 2004,  other expense was $40.0 million
compared to $27.1  million for the same period of 2003.  Salaries  and  employee
benefits  increased  from $13.8  million in the second  quarter of 2003 to $14.7
million in the second quarter of 2004, or an increase of $948,000. This increase
was principally the result of compensation  expense related to restricted  stock
awards to  management  of  $982,000  and  compensation  expense  related  to the
Company's ESOP plan of $637,000. These increases were partially offset by salary
reductions  resulting  from  the sale of  branch  locations  and the  associated
staffing. Net occupancy expense declined from $1.9 million for the quarter ended
June 30, 2003 to $1.7 million for the quarter ended June 30, 2004.  Depreciation
expense  decreased  from $1.7 million to $1.6  million  from the quarter  period
ended June 30, 2003 to June 30,  2004,  respectively.  Core  deposit  intangible
amortization expense was $188,000 during the second quarter of 2003 and 2004. We
recorded a $900,000 charge  resulting from  misapplication  of bank funds in the
three months ended June 30, 2003 related to the actions of Michael Gullion,  our
former  Chief  Executive   Officer.   During  the  second  quarter  the  Company
established  a liability  for the  settlement  of the Qui Tam  litigation.  This
liability  was  recorded  with a  charge  to  expense  of $16.0  million  with a
corresponding  reduction of $2.0 million for the applicable  insurance coverage.
The remaining  expenses  classified as other expense decreased from $8.6 million
to $7.7  million,  or  $934,000.  The Company  also had  acquisition  expense of
$337,000  during the second quarter of 2004 associated with the proposed sale of
the Company. Other increases were supplies expense of $118,000 and consulting of
$104,000.

      For the six months ended June 30, 2004,  other  expense was $56.9  million
compared to $52.4  million for the same period of 2003.  Salaries  and  employee
benefits increased from $27.9 million in the first half of 2003 to $30.8

                                       17
<PAGE>


million in the first half of 2004, or an increase of $2.8 million. This increase
was the result of  compensation  expense  related to restricted  stock awards to
management  of $2.1 million and  compensation  expense  related to the Company's
ESOP plan of $1.2  million.  These  increases  were  partially  offset by salary
reductions  resulting  from  the sale of  branch  locations  and the  associated
staffing.  Net occupancy  expense  declined from $3.7 million for the six months
ended June 30, 2003 to $3.5 million for the six months ended June 30, 2004. This
reduction was primarily the result of the sale of branch locations. Depreciation
expense  decreased  from $3.4  million to $3.2  million for the six months ended
June  30,  2003  to  June  30,  2004,  respectively.   Core  deposit  intangible
amortization  expense was $375,000 during the first six months of 2003 and 2004.
We recorded a $1.5 million charge resulting from misapplication of bank funds in
the three six months  ended  June 30,  2003  related  to the  actions of Michael
Gullion,  our former  Chief  Executive  Officer.  During the second  quarter the
Company  established a liability for the  settlement of the Qui Tam  litigation.
This  liability was recorded  with a charge to expense of  $16.0  million with a
corresponding  reduction of $2.0 million for the applicable  insurance coverage.
The remaining expenses  classified as other expense increased from $15.9 million
to $19.1  million or $3.2 million.  This largest  component of this increase was
debt  issuance  costs of $2.0  million  which were  written off when the Company
refinanced two of its three Trust Preferred  obligations in the first quarter of
2004. The Company also had acquisition  expense of $966,000 during the first six
months of 2004 associated with the proposed sale of the Company. Other increases
were consulting of $272,000, and accounting of $535,000.

      Income Tax Expense

     Our historical effective tax rate has been less than the statutory federal
rate of 35% due primarily to tax-exempt  interest  income on municipal bonds and
our investments in bank owned life  insurance.  Income tax expense for the three
months  ended  June  30,  2004  and 2003  was  $1.2  million  and $2.9  million,
respectively.  The  effective tax rate for each time period was 79.8% and 28.9%,
respectively. Income tax expense for the six months ended June 30, 2004 and 2003
was $9.0 million and $5.2 million, respectively. The effective tax rate for each
time  period  was  38.7%  and  26.9%,  respectively.   The  effective  rate  was
significantly  higher for the three and six month periods ended June 30, 2004 as
compared  to prior  periods due to gains from  branch  sales and  non-deductible
expenses  related to the pending  acquisition and the  nondeductible  portion of
ESOP  compensation  expense in  comparison  to  tax-exempt  income.  Our current
estimate  of the tax  benefit of the  damage  portion  of the  proposed  Qui Tam
settlement  resulted in a reduction  of income tax expense of $3.85  million for
the three and six months ended June 30, 2004. However,  the other portion of the
Qui Tam settlement may not be deductible, which had the effect of increasing the
effective tax rate for those periods.

Financial Condition

      From December 31, 2003 to June 30, 2004,  total assets  declined from $4.3
billion to $4.2 billion. Cash and cash equivalents decreased from $117.1 million
to $84.7  million.  Net loans  decreased  from  $3.0  billion  to $2.8  billion.
Investment  securities  were $1.0 billion at June 30,  2004,  compared to $986.1
million at December 31,  2003;  an increase of $52.6  million or 5.3%.  Mortgage
loans held for sale  decreased  from $5.9 million to $2.0 million.  Net premises
and equipment  decreased  from $63.1 million to $56.5  million.  Cash  surrender
value of bank  owned  life  insurance  increased  from  $80.2  million  to $81.2
million. Total liabilities decreased from $4.1 billion to $3.9 billion. Deposits
decreased from $3.2 billion to $3.0 billion,  from December 31, 2003 to June 30,
2004.  Securities  sold under  agreements  to repurchase  increased  from $127.8
million to $141.0 million.  Total long and short-term borrowings decreased $32.8
million, or 4.4%, from December 31, 2003. Accrued interest and other liabilities
increased  from $26.4  million at December 31, 2003 to $44.6 million at June 30,
2004.

      During the first six months of 2004, cash and cash  equivalents  decreased
$32.4  million or 27.6%  compared to balances at December 31, 2003.  The primary
cause of this decrease was the net cash paid in connection with the sale of bank
branches in Kansas and Oklahoma.

      During the first six months of 2004, net loans decreased  $142.4 million,
or 4.8%,  compared to balances at  December 31,  2003.  Mortgage loans held for
sale  decreased  $3.9  million  over the  balance at  December  31,  2003.  The
decrease  was due to the sale of branch  facilities  during  the first  quarter
that resulted in loans of $197.9  million  being sold with the  branches.  This
was partially offset by increased loan balances in other locations.


                                     18
<PAGE>


      Investment  securities at June 30, 2004,  increased $52.6 million compared
to the balance at December 31, 2003.  This increase  resulted from a decrease of
$36.3 million in US agency mortgage-backed  securities and an increase of $158.8
million  in US agency  securities.  The total  investment  securities  portfolio
amounted to $1.0  billion at June 30,  2004,  and was  comprised  mainly of U.S.
government and agencies (73.2%), mortgage-backed (19.7%), and other asset-backed
(7.1%) investment  securities.  During the second quarter of 2004,  certain bank
investment    securities   were    reclassified   to    held-to-maturity    from
available-for-sale  securities.  This action was taken to reduce our sensitivity
to the  interest  rate  environment  and to  prudently  manage our  capital  and
interest rate risk.  The amount  reclassified  was $165.5  million in the second
quarter of 2004.  The  Company  additionally  took the same  action in the third
quarter of 2004 with a  reclassification  of $149.0  million of securities  from
available-for-sale to held-to-maturity.

      Bank owned life insurance at June 30, 2004, increased $978,000 compared to
the balance  sheet  amount at December  31,  2003.  The  increase in the balance
primarily  resulted from the Company's  earnings  recorded on our  investment in
bank owned life insurance.

      Total  deposits  decreased  $135.3  million at June 30, 2004,  compared to
December 31, 2003, mainly due to the effect of the branch sales in the first and
second  quarter.  Deposits at the branches  sold were $363.3  million which were
transferred with the sale  transactions.  Deposits  increased at other locations
which  offset much of this  decrease  and  resulted in a net  decrease of $135.3
million.

      Compared to 2003 year-end balances, borrowings at June 30, 2004, decreased
$32.8  million.  Our  short-term  borrowings  of  federal  funds  purchased  and
securities sold under agreements to repurchase vary depending on daily liquidity
requirements.  These  borrowings  remained  fairly  constant but increased  $6.5
million  during  the first six  months of 2004 to a  combined  balance of $141.5
million at June 30, 2004.  Long term  borrowings,  consisting of FHLB  advances,
decreased  $33.8 million to $597.8  million  outstanding  at June 30, 2004.  The
decrease in long-term  borrowings is the result of a $50.0  million  decrease in
Leverage  Repurchase  Agreements.  This was  partially  offset by an increase of
$22.8 million in FHLB borrowings.  Approximately  $46.4 million of the Company's
outstanding subordinated debt was called in March 2004 and was redeemed on April
22, 2004.

      During  the  first  six  months  of  2004,   accrued  interest  and  other
liabilities  increased from $26.4 million to $44.6 million as a direct result of
the liability associated with the Qui Tam lawsuit proposed settlement.

      Contractual Obligations and Commercial Commitments

      The following table presents our contractual  cash  obligations,  defined
as  operating  lease  obligations,  principal  and  interest  payments  due  on
non-deposit  obligations  and guarantees with maturities in excess of one year,
as of June 30, 2004 for the periods indicated.

<TABLE>
<CAPTION>

                                                            Payments Due by Period
                                      Total interest    One Year      One to       Four to     More than
Contractual Cash Obligations           and principal    and Less   Three Years    Five Years   Five Years
----------------------------          --------------    --------   -----------    ----------   ----------
                                                            (dollars in thousands)

<S>                                       <C>          <C>           <C>          <C>             <C>
Operating leases.....................     $     26,675 $    2,330    $     5,561  $     3,843     $ 14,941
FHLB advances(1).....................          655,648     97,856         93,692      104,456      359,644
Subordinated debt(1).................           76,956        856          3,413        3,417       69,270
Trust preferred securities...........          239,694      3,622         11,362       11,362      213,348
                                          ------------  ---------    -----------  -----------     --------

Total contractual obligations........      $   998,973  $ 104,664     $  114,028   $  123,078     $657,203
                                          ============  =========    ===========  ===========     ========
</TABLE>
      ___________

      (1)  For floating interest rate obligations,  based upon interest rate in
effect on June 30, 2004.


                                     19
<PAGE>

      Liquidity and Capital Resources

      Liquidity  defines the  ability of us and the Banks to generate  funds to
support  asset  growth,   satisfy  other   disbursement   needs,  meet  deposit
withdrawals  and other  fund  reductions,  maintain  reserve  requirements  and
otherwise  operate on an ongoing basis.  The immediate  liquidity  needs of the
Banks  are  met  primarily  by  Federal  Funds  sold,  short-term  investments,
deposits and the generally  predictable  cash flow (primarily  repayments) from
each  Bank's  assets.  Intermediate  term  liquidity  is provided by the Banks'
investment  portfolios.  Each of the Banks has  established  a credit  facility
with  the  FHLB,  under  which  it is  eligible  for  short-term  advances  and
long-term   borrowings  secured  by  real  estate  loans  or   mortgage-related
investments.   Our   liquidity   needs  and   funding  are   provided   through
non-affiliated  bank  borrowings,  cash  dividends  and tax  payments  from our
subsidiary  Banks.  Total loans decreased  $146.3 million  compared to December
31, 2003,  while total deposits  decreased  $135.3 million compared to the same
period.  The majority of our deposits  consist of time deposits which mature in
less than one year.  If we are  unsuccessful  in rolling  over these  deposits,
then we will have to replace these funds with  alternative  sources of funding,
mainly other short-term borrowings.

      Cash and cash equivalents and investment  securities totaled $1.1 billion,
or 26.8%,  of total assets at June 30, 2004 compared to $1.1 billion,  or 25.5%,
at December 31, 2003.  Cash provided by operating  activities for the six months
ended June 30, 2004 was $39.8 million,  consisting primarily of net earnings and
proceeds from the sale of loans.  Cash used in investing  activities  was $332.1
million,  this  was  primarily  attributable  to an  increase  in loans of $80.3
million, the net increase in available for sale securities of $81.3 million, and
cash paid, net of cash received with the purchase acquisition of $184.7 million.
Cash provided by financing  activities was $260.0 million,  consisting primarily
of an increase in deposits  of $293.8  million and was  partially  offset by net
payments of $34.9 million for both short-term and long-term borrowings.

      We and our  subsidiaries  actively monitor our compliance with regulatory
capital  requirements.  The  elements  of capital  adequacy  standards  include
strict   definitions   of  core  capital  and  total   assets,   which  include
off-balance  sheet  items  such as  commitments  to  extend  credit.  Under the
risk-based  capital  method  of  capital  measurement,  the ratio  computed  is
dependent  on the amount and  composition  of assets  recorded  on the  balance
sheet and the amount and  composition of off-balance  sheet items,  in addition
to the level of capital.  Historically,  the Banks have  increased core capital
through retention of earnings or capital  infusions.  To be "well  capitalized"
a company's total  risk-based  capital ratio,  tier 1 risk-based  capital ratio
and  tier  1  leverage   ratio  would  be  at  least  10.0%,   6.0%  and  5.0%,
respectively.  Our total risk-based  capital ratio,  tier 1 risk-based  capital
ratio and tier 1  leverage  ratio at June 30,  2004  were  11.85%,  9.87%  and
7.60%,  respectively.  These same  ratios at  December  31,  2003 were  10.78%,
8.87% and 7.01%, respectively.

      The principal  source of funds at the holding  company level is dividends
from the Banks.  The payment of  dividends is subject to  restrictions  imposed
by federal  and state  banking  laws and  regulations.  At June 30,  2004,  our
subsidiary  banks could pay $58.5  million in  dividends to us and still remain
well capitalized.  Management  believes funds generated from the dividends from
our  subsidiaries  and our existing  lines of credit will be sufficient to meet
our current cash requirements.  However,  if we continue at our current rate of
internal  growth,  we will need to raise  additional  equity  to  remain  "well
capitalized".

      Credit Facilities

      Our  subsidiary  banks have  agreements  with the Federal  Home Loan Bank
system to provide  them with  advances.  As of June 30,  2004,  our  subsidiary
banks had approximately $513.5 million of advances outstanding with the FHLB.

      We had a revolving line of credit with LaSalle Bank National  Association
("LaSalle  Credit  Line").  On July 1, 2003, we entered into an amendment  with
LaSalle  Bank to reduce the maximum  amount that we may borrow from $25 million
to $10  million  and  extend  the  maturity  date  from July 1, 2003 to July 1,
2004.  As of June 30,  2004,  we had no  outstanding  balances  on the  LaSalle
Credit Line. We are currently  evaluating  various  financing  alternatives for
the future.

      Under the Amended and  Restated  Loan  Agreement  dated as of February 8,
2002  ("ESOP Loan  Agreement")  of our  Employees'  Stock  Ownership  Plan (the
"ESOP")  with  LaSalle  Bank,  the ESOP may  borrow  up

                                       20

<PAGE>

to $15 million. Loans under the ESOP Loan Agreement bear interest, at the ESOP's
option, at either LaSalle Bank's Prime Base Rate or LIBOR plus 1.75%. As of June
30, 2004, the ESOP had  approximately  $10.5 million  outstanding under the ESOP
Loan Agreement, which it borrowed to purchase our common stock. We guarantee the
ESOP's obligations under the ESOP Loan Agreement. We currently do not anticipate
that the ESOP  will  need to  borrow  any  further  amounts  under the ESOP Loan
Agreement.

      BOLI Policies

      Our Bank subsidiaries have purchased  bank-owned life insurance  ("BOLI")
policies  with  death  benefits  payable  to the Banks on the lives of  certain
officers.  These single  premium,  whole-life  policies  provide  favorable tax
benefits,  but are  illiquid  investments.  Federal  guidelines  limit a bank's
aggregate  investment  in BOLI to 25% of the bank's  capital and  surplus,  and
its aggregate  investment in BOLI policies from a single  insurance  company to
15% of the Bank's  capital  and  surplus.  All of the Banks'  BOLI  investments
comply  with  federal  guidelines.  In January  2003,  Gold  Bank-Kansas,  Gold
Bank-Oklahoma  and Gold  Bank-Florida  increased their BOLI  investments by $14
million,  $4 million and $2 million,  respectively.  As of June 30, 2004,  Gold
Bank-Kansas  had  $67.0  million  of BOLI  (equal to 22.0% of its  capital  and
surplus)  and Gold  Bank-Florida  had $14.1  million of BOLI (equal to 22.3% of
its capital and surplus).  The aggregate  BOLI  investment of each Bank is just
below  the  maximum   regulatory   limit.   The  Banks  monitor  the  financial
condition  and  credit  rating of each of the three  life  insurance  companies
that issued the BOLI  policies.  We believe  that these BOLI  investments  will
not have  any  significant  impact  on the  capital  or  liquidity  of our Bank
subsidiaries.

Impact of Recently Issued Accounting Standards

      In March 2004,  the SEC staff  released a Staff  Accounting  Bulletin that
requires  all  registrants  to account  for  mortgage  loan  interest  rate lock
commitments  related  to loans held for sale as written  options,  effective  no
later than for commitments entered into after March 31, 2004. The Company enters
into such  commitments  with customers in connection with  residential  mortgage
loan applications,  however,  the amount of these commitments is not material to
the Company's  consolidated  financial  statements.  This guidance  requires the
Company to recognize a liability on its consolidated  balance sheet equal to the
fair value of the  commitment at the time the loan  commitment  is issued.  As a
result,  this guidance  delays the  recognition of any revenue  related to these
commitments until such time as the loan is sold, however, it will have no effect
on the  ultimate  amount of  revenue  or cash flows  recognized  over time.  The
implementation did not have a significant  impact on the consolidated  financial
statements.

Critical Accounting Policies

      Our accounting  policies are  fundamental to  understanding  management's
discussion  and  analysis of results of  operations  and  financial  condition.
Many  of  our  accounting  policies  require  significant   judgment  regarding
valuation  of assets  and  liabilities.  A summary  of  significant  accounting
policies is listed in the first note to the consolidated  financial  statements
in the 2003 Annual Report.  Critical  accounting policies are both important to
the   portrayal  of  our   financial   condition   and  results,   and  require
management's  most  difficult,  subjective  or  complex  judgments,  often as a
result of the need to make  estimates  about the  effect  of  matters  that are
inherently uncertain.

      Allowance for Loan Losses

      Our most  critical  accounting  policy  relates to the allowance for loan
losses and involves  significant  management  valuation  judgments.  We perform
periodic and  systematic  detailed  reviews of our lending  portfolio to assess
overall  collectability.  The level of the allowance  for loan losses  reflects
our estimate of the  collectability of the loan portfolio.  Further  discussion
of the  methodologies  used in  establishing  this  reserve is contained in the
Provision/Allowance for Loan Losses section of this report.

      We make various  assumptions  and judgments about the  collectability  of
our loan  portfolio  and provide an  allowance  for losses based on a number of
factors.  If our assumptions  are wrong,  our allowance for loan losses may not
be  sufficient  to cover loan losses.  We may have to increase the allowance in
the future.  Material  additions to our  allowance for loan losses would have a
material adverse effect on our net earnings and stockholders' equity.

                                       21

<PAGE>

      Impairment of Goodwill Analysis

      As  required by the  provisions  of SFAS 142,  we  completed  our initial
valuation  analysis to determine  whether the carrying amounts of our reporting
units were impaired.  Our initial  impairment  review  indicated that there was
no  impairment  of goodwill as of December 31,  2002.  As required by SFAS 142,
we will be required to review the goodwill  for  impairment  at least  annually
or more frequently based upon facts and  circumstances  related to a particular
reporting unit.

      The  fair  value  of  our  non-bank  financial  subsidiaries   fluctuates
significantly  based upon,  among other  factors,  the net operating  income of
these   subsidiaries.    If   these   subsidiaries   experience   a   sustained
deterioration  in their cash flow from  operations then we may have to record a
goodwill impairment charge in the future.

      Deferred Income Taxes

      SFAS 109, Accounting for Income Taxes,  establishes  financial accounting
and  reporting  standards  for the effect of income  taxes.  The  objectives of
accounting  for income  taxes are to recognize  the amount of taxes  payable or
refundable  for the current year and deferred  tax  liabilities  and assets for
the  future  tax  consequences  of  events  that  have  been  recognized  in an
entity's  financial  statements  or  tax  returns.  Judgement  is  required  in
assessing the future tax  consequences  of events that have been  recognized in
our financial  statements or tax returns.  Fluctuations  in the actual  outcome
of  these  future  tax  consequences  could  materially  impact  our  financial
position or our results of operations.

Forward Looking Information and Statements

      The  information  included or  incorporated  by  reference in this report
contains  certain  forward-looking  statements  with  respect to the  financial
condition,   results  of  operations,   plans,  objectives,   future  financial
performance  and  business  of us  and  our  subsidiaries,  including,  without
limitation:

      o   statements that are not historical in nature

      o   statements  preceded  by,  followed  by  or  that  include  the  words
          "believes,"    "expects,"    "may,"   "will,"    "should,"    "could,"
          "anticipates," "estimates," "intends" or similar expressions

      o   the ability, likelihood or timing of completing the merger with Silver

Forward-looking statements are not guarantees of future performance or
results.  You are cautioned not to put undue reliance on any forward-looking
statement which speaks only as of the date it was made.  They involve risks,
uncertainties and assumptions. Actual results may differ materially from
those contemplated by the forward-looking statements due to, among others,
the following factors:

      o   our  ability  to  satisfy  the terms  and  conditions  of the  Written
          Agreement with the OSBC and FRB-KC

      o   changes in interest margins on loans

      o   changes in allowance for loan losses

      o   changes in the interest rate environment

      o   competitive  pressures among financial services companies may increase
          significantly

      o   general economic conditions,  either nationally or in our markets, may
          be less favorable than expected

      o   legislative or regulatory changes may adversely affect the business in
          which we and our subsidiaries are engaged

                                       22

<PAGE>

      o   technological   changes  may  be  more  difficult  or  expensive  than
          anticipated

      o   changes may occur in the securities markets

These risks and other risks are described in Exhibit 99.1 to this Form 10-Q
and are incorporated herein by reference.

ITEM 3:    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      Asset/liability  management  refers to  management's  efforts to minimize
fluctuations  in net interest  income caused by interest rate changes.  This is
accomplished   by  managing   the   repricing   of  interest   rate   sensitive
interest-earning  assets and  interest-bearing  liabilities.  An interest  rate
sensitive  balance sheet item is one that is able to reprice  quickly,  through
maturity  or   otherwise.   Controlling   the   maturity  or  repricing  of  an
institution's  liabilities  and assets in order to minimize  interest rate risk
is commonly  referred to as gap management.  Close matching of the repricing of
assets and  liabilities  will normally  result in little change in net interest
income when  interest  rates  change.  A mismatched  gap position will normally
result in changes in net interest income as interest rates change.

      While  we have  not  historically  used  interest  rate  swaps  or  other
derivative  instruments  to manage  interest rate  exposure,  in August 2002 we
entered into three  interest rate swap  agreements  with an aggregate  notional
amount of $82.5  million.  The swaps  effectively  converted our fixed interest
rate  obligations  under  our  three  outstanding  series  of  trust  preferred
securities  to  variable  interest  rate  obligations,   decreasing  the  asset
sensitivity  of our balance  sheet by more closely  matching our variable  rate
assets with variable rate  liabilities.  Each swap has a notional  amount equal
to  the   outstanding   principal   amount  of  the  related  trust   preferred
securities,  together  with  the same  payment  dates,  maturity  date and call
provisions  as the  related  trust  preferred  securities.  Under  each  of the
swaps,  we paid a variable rate equal to a spread over 90-day  LIBOR,  adjusted
quarterly,  and  received a fixed rate equal to the  interest we are  obligated
to pay on the related trust preferred securities.

      The  $28.7  million  notional  amount  swap  agreement  was  called by the
counter-party and terminated on April 7, 2003. The $16.3 million notional amount
swap agreement was called by the counter-party and terminated on March 31, 2004.
Under the swap agreements,  no payments were due between the parties and no gain
or loss  was  recognized  by us.  There  are no  current  plans to  replace  the
terminated  swap  agreements.  However,  we called both the $28.7  million Trust
Preferred  Offering and the $16.3 million Trust Preferred  Offering.  These were
replaced  with a debenture of $16.5  million with an interest rate of 5.8% and a
$30.0  million  debenture  with a variable rate tied to LIBOR which is currently
approximately  4.0%.  The  remaining  swap  agreement  is also  callable  by the
counterparty prior to its respective maturity date.

      During the third quarter of 2003, we decreased the asset  sensitivity  of
our  balance  sheet by  entering  into swap  agreements  for a  portion  of our
long-term  fixed  rate  borrowings.  By  agreeing  to pay a  variable  rate  of
interest  that is  currently  lower  than the fixed  rates we are paying on our
borrowings,  we expect to increase  our net  interest  margin and more  closely
match our  variable  rate assets with  variable  rate  liabilities.  We entered
into seven interest rate swap agreements with an aggregate  notional  principal
amount of $190 million for the purpose of effectively  converting  $190 million
of our fixed  rate  borrowings  from the  Federal  Home Loan Bank  System  into
floating  rate  obligations.  We  have no  current  plans  to  enter  into  any
additional interest rate swap agreements.

      Along with internal gap management  reports,  we and our subsidiary banks
use an  asset/liability  modeling  service to analyze  each bank's  current gap
position.  The  system  simulates  the  banks'  asset  and  liability  base and
projects  future net  interest  income  results  under  several  interest  rate
assumptions.  We strive to maintain an aggregate  gap  position  such that each
100 basis point change in interest  rates will not affect net  interest  income
by more than 10%.

      The following  table  indicates that, at June 30, 2004, in the event of a
sudden and  sustained  increase in prevailing  market  rates,  our net interest
income  would  be  expected  to  increase,  while a  decrease  in  rates  would
indicate a decrease in net interest income.

                                       23
<PAGE>


                                  Net Interest      Actual      Percent Change
Changes in Interest Rates            Income         Change          Actual
-------------------------         ------------      ------      --------------

200 basis point rise...........   $133,415,000     $6,896,000        5.45%
100 basis point rise...........   $131,089,000     $4,570,000        3.61%
Base Rate Scenario.............   $126,519,000             --           --
50 basis point decline.........   $125,135,000    $(1,384,000)      (1.09%)
100 basis point decline........   $121,414,000    $(5,105,000)      (4.03%)

ITEM 4:    CONTROLS AND PROCEDURES

      As of the end of the period  covered by this report,  an  evaluation  was
carried  out  under  the  supervision  and  with  the   participation   of  our
management,   including  our  Chief  Executive   Officer  and  Chief  Financial
Officer,  of the  effectiveness  of the design and operation of our  disclosure
controls and procedures.  There are inherent  limitations to the  effectiveness
of  any  system  of   disclosure   controls  and   procedures,   including  the
possibility  of  human  error  and  the  circumvention  or  overriding  of  the
controls and procedures.  Accordingly,  even effective  disclosure controls and
procedures  can only provide  reasonable  assurance of achieving  their control
objectives.  Based  upon  and  as of the  date  of the  evaluation,  our  Chief
Executive  Officer and Chief  Financial  Officer  concluded that the design and
operation of these  disclosure  controls and  procedures  were effective in all
material  respects to provide  reasonable  assurance that information  required
to be  disclosed  in the reports we file and submit  under the  Exchange Act is
recorded, processed, summarized and reported as and when required.

      There were no changes in our internal  control over  financial  reporting
that  occurred   during  the  quarter  ended  June  30,  2004  that  materially
affected,  or are reasonably likely to materially  affect, our internal control
over financial reporting.


                                       24
<PAGE>

                           PART II OTHER INFORMATION

ITEM 1:    LEGAL PROCEEDINGS

      For a discussion of legal proceedings,  including  regulatory  proceedings
and  formal  actions  taken  by  our  banking  regulators,  see  Note  8  "Legal
Proceedings" to the consolidated  financial statements contained in Part I, Item
I of this report which is incorporated by reference hereunder.

ITEM 2:    CHANGES IN SECURITIES AND USE OF PROCEEDS

      None

ITEM 3:    DEFAULTS UPON SENIOR SECURITIES

      None.

ITEM 4:    SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERs

At the Annual Meeting of Shareholders on April 21, 2004, three Class II
directors, Allen D. Petersen, J. Gary Russ and Donald C. McNeill, were
elected for terms expiring in 2007. Voting results were as follows:

Allen D. Petersen
       34,151,921   votes or 99.2%   FOR
          266,596   votes or  0.8%   AGAINST
                0   votes or    0%   BROKER NON-VOTES AND ABSTENTIONS


J. Gary Russ
       33,439,204   votes or 97.2%   FOR
          979,813   votes or  2.8%   AGAINST
                0   votes or    0%   BROKER NON-VOTES AND ABSTENTIONS


Donald C. McNeill
       27,049,237   votes or 78.6%   FOR
        7,369,280   votes or 21.4%   AGAINST
                0   votes or    0%   BROKER NON-VOTES AND ABSTENTIONS



Class III Directors continuing in office are William Randon, William R.
Hagman, Jr. and Robert J. Gourley.  Class III Directors' terms expire in
2005.

Class I Directors continuing in office are Malcolm M. Aslin, Daniel P.
Connealy, D. Patrick Curran. Class I Directors' terms expire in 2006.

ITEM 5:    OTHER INFORMATIOn

      None

ITEM 6:    EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits Required to be Filed by Item 601 of Regulation S-K

                                       25
<PAGE>


     Exhibit
     Number   Description
     -------  -----------

     31.1     Certification of Chief Executive Officer of Gold Banc
              Corporation, Inc., dated August 9, 2004, pursuant to
              Rule 13a-14(a) and 15d-14(a) of the Securities
              Exchange Act of 1934, as amended, as adopted pursuant
              to Section 302 of the Sarbanes-Oxley Act of 2003.

     31.2     Certification of Chief Financial Officer of Gold Banc
              Corporation, Inc., dated August 9, 2004, pursuant to
              Rule 13a-14(a) and 15d-14(a) of the Securities
              Exchange Act of 1934, as amended, as adopted pursuant
              to Section 302 of the Sarbanes-Oxley Act of 2003.

     32.1     Certification of Chief Executive Officer of Gold Banc
              Corporation, Inc. dated August 9, 2004, pursuant to 18
              U.S.C. Section 1350, as adopted pursuant to Section
              906 of the Sarbanes-Oxley Act of 2002, which is
              accompanying this Quarterly Report on Form 10-Q for
              the quarter ended June 30, 2004 and is not treated as
              filed in reliance upon ss. 601(b)(32) of Regulations S-K.

     32.2     Certification of Chief Financial Officer of Gold Banc
              Corporation, Inc. dated August 9, 2004, pursuant to 18
              U.S.C. Section 1350, as adopted pursuant to Section
              906 of the Sarbanes-Oxley Act of 2002, which is
              accompanying this Quarterly Report on Form 10-Q for
              the quarter ended June 30, 2004 and is not treated as
              filed in reliance upon ss. 601(b)(32) of Regulations S-K.

     99.1     Factors That May Affect Future Results of Operations,
              Financial Condition or Business for Gold Banc
              Corporation, Inc.

     99.2     Press Release, dated August 9, 2004, disclosing an
              oral agreement in principle for settlement of qui tam
              litigation

(b)   Reports on Form 8-K

      We filed the  following  Current  Reports  on Form 8-K  during  the second
quarter of 2004:

      o   On April 21, 2004,  we filed a Current  Report on Form 8-K  announcing
          earnings and other select  financial  data for the quarter ended March
          31, 2004.

      o   On May 6, 2004, we filed a Current Report on Form 8-K announcing  that
          the Securities and Exchange Commission issued a cease and desist order
          against us.

      o   On June 7, 2004, we filed a Current  Report on Form 8-K that clarified
          certain  information set forth on the website for the Office of Thrift
          Supervision.

      o   On June 16,  2004,  we filed a Current  Report on Form 8-K  announcing
          that a qui  tam  lawsuit  had  been  filed  against  us and two of our
          subsidiaries.

                                       26
<PAGE>


                                   SIGNATURES

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

                               GOLD BANC CORPORATION, INC.



                               By:  /s/ RICK J. TREMBLAY
                                   -----------------------------------------
                                   Rick J. Tremblay
                                   Executive Vice President and Chief
                                   Financial Officer
                                   (Authorized officer and principal financial
                                   officer of the  registrant)



Date:  August 9, 2004

                                       27