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 March 31, 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(State or other jurisdiction of incorporation or organization)                                         |  | 48-1008593(I.R.S. Employer Identification No.)
|11301 Nall Avenue, Leawood, Kansas(Address of principal executive offices)                                   |  | 66211(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
  the number of shares outstanding of each of the issuers classes of common
  stock, as of the latest practical date.

| | Class                         | Outstanding at May 5, 2004 | 
| | ----------------------------- | -------------------------- | 
| |                               |                            | 
| | Common Stock, $1.00 par value | 40,072,732                 | 

---

GOLD BANC
  CORPORATION, INC.
  INDEX TO 10-Q FOR THE QUARTERLY 
  PERIOD ENDED MARCH 31, 2004

|                             |  |                                                                                                               
|---------------------------- |  | --------------------------------------------------------------------------------------------------------------
|PART I FINANCIAL INFORMATION |  | 2                                                                                                             
|                             |  |                                                                                                               
|ITEM 1:                      |  | FINANCIAL STATEMENTS                                                                                          
|                             |  |                                                                                                               
|                             |  | Consolidated Balance Sheets as of March 31, 2004 and December 31, 2003 (unaudited)                            
|                             |  |                                                                                                               
|                             |  | Consolidated Statements of Earnings--Three Months ended March 31, 2004 and March 31, 2003 (unaudited)         
|                             |  |                                                                                                               
|                             |  | Consolidated Statements of Stockholders' Equity and Comprehensive Income For the Three Months ended March 31, 
|                             |  | 2004, and March 31, 2003 (unaudited)                                                                          
|                             |  |                                                                                                               
|                             |  | Consolidated Statements of Cash Flows For the Three Months ended March 31, 2004 and March 31, 2003 (unaudited)
|                             |  |                                                                                                               
|                             |  | Notes to Consolidated Financial Statements (unaudited)                                                        
|                             |  |                                                                                                               
|ITEM 2:                      |  | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                         
|                             |  |                                                                                                               
|ITEM 3:                      |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                    
|                             |  |                                                                                                               
|ITEM 4:                      |  | CONTROLS AND PROCEDURES                                                                                       
|                             |  |                                                                                                               
|PART II OTHER INFORMATION    |  | 25                                                                                                            
|                             |  |                                                                                                               
|ITEM 1:                      |  | LEGAL PROCEEDINGS                                                                                             
|                             |  |                                                                                                               
|ITEM 2:                      |  | CHANGES IN SECURITIES AND USE OF PROCEEDS                                                                     
|                             |  |                                                                                                               
|ITEM 3:                      |  | DEFAULTS UPON SENIOR SECURITIES                                                                               
|                             |  |                                                                                                               
|ITEM 4:                      |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS                                                           
|                             |  |                                                                                                               
|ITEM 5:                      |  | OTHER INFORMATION                                                                                             
|                             |  |                                                                                                               
|ITEM 6:                      |  | EXHIBITS AND REPORTS ON FORM 8-K                                                                              
|                             |  |                                                                                                               
|                             |  | SIGNATURES                                                                                                    

i

---

PART I
  FINANCIAL INFORMATION

ITEM 1:
           FINANCIAL STATEMENTS

GOLD BANC
  CORPORATION, INC. AND SUBSIDIARIES

Consolidated
  Balance Sheets

(In thousands)
  (unaudited)

|Assets                                            | March 31,2004 | December 31, 2003
|------------------------------------------------- | ------------- | -----------------
|                                                  |               |                  
|Cash and due from banks                           |               | $61,962          
|Federal funds sold and interest-bearing deposits  |               | 85,172           
|
|Total cash and cash equivalents                   |              
|                                                  |               | 147,134          
|
|Investment securities:                            |              
|Available-for sale                                |               | 909,886          
|Held-to-maturity                                  |               | 175,743          
|Trading                                           |               | 3,315            
|
|Total investment securities                       |              
|                                                  |               | 1,088,944        
|
|Mortgage loans held for sale, net                 |               | 6,358            
|Loans, net                                        |               | 2,822,072        
|Premises and equipment, net                       |               | 58,877           
|Goodwill                                          |               | 30,484           
|Other intangible assets, net                      |               | 5,899            
|Accrued interest and other assets                 |               | 48,167           
|Cash surrender value of bank-owned life insurance |               | 80,291           
|Assets of discontinued operations                 |               | --               
|
|Total assets                                      |               | $4,288,226       
|

See accompanying
  notes to consolidated financial statements

2

---

GOLD BANC
  CORPORATION, INC. AND SUBSIDIARIES

Consolidated
  Balance Sheets

(In
  thousands)
  (unaudited)

|Liabilities and Stockholders' Equity                                                   | March 31, 2004 | December 31, 2003
|-------------------------------------------------------------------------------------- | -------------- | -----------------
|Liabilities:                                                                           |               
|Deposits                                                                               |                | $3,063,568       
|Securities sold under agreements to repurchase                                         |                | 132,281          
|Federal funds purchased and other short-term borrowings                                |                | 625              
|Subordinated debt                                                                      |                | 162,615          
|Long-term borrowings                                                                   |                | 632,661          
|Accrued interest and other liabilities                                                 |                | 26,394           
|Liabilities from discontinued operations                                               |                | --               
|                                                                                       |                |                  
|Total liabilities                                                                      |                | 4,018,144        
|                                                                                       |                |                  
|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                            |                | ~                
|44,769,039 and 44,567,417 shares issued at March 31, 2004 and December 31, 2003        |                | 44,769           
|Additional paid-in capital                                                             |                | 125,538          
|Retained earnings                                                                      |                | 144,194          
|Accumulated other comprehensive income (loss), net                                     |                | 1,242            
|Unearned compensation                                                                  |                | (11,372          
|                                                                                       |                |                  
|                                                                                       |                | 304,371          
|Less treasury stock at cost (4,824,575 shares at March 31, 2004 and December 31, 2003) |                | (34,289          
|                                                                                       |                |                  
|~~                                                                                     |                | 270,082          
|                                                                                       |                |                  
|Total liabilities and stockholders' equity                                             |                | $4,288,226       
|                                                                                       |                |                  

See accompanying
  notes to consolidated financial statements

3


---



GOLD BANC
  CORPORATION, INC. AND SUBSIDIARIES

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

|                                                                      | March 31,2004 | March 31,2003
|--------------------------------------------------------------------- | ------------- | -------------
|                                                                      |               |              
|Interest Income:                                                      |              
|Loans, including fees                                                 |               | $42,684      
|Investment securities                                                 |               | 9,331        
|Other                                                                 |               | 590          
|                                                                      |               |              
|Total interest income                                                 |               | 52,605       
|                                                                      |               |              
|Interest Expense:                                                     |              
|Deposits                                                              |               | 14,523       
|Borrowing and other                                                   |               | 7,453        
|                                                                      |               |              
|Total interest expense                                                |               | 21,976       
|                                                                      |               |              
|Net interest income                                                   |               | 30,629       
|                                                                      |               |              
|Provision for loan losses                                             |               | 2,864        
|                                                                      |               |              
|Net interest income after provision for loan losses                   |               | 27,765       
|                                                                      |               |              
|Other income:                                                         |              
|Service fees                                                          |               | 3,905        
|Investment trading fees and commissions                               |               | 910          
|Net gains on sale of mortgage loans                                   |               | 387          
|Net securities gains (losses)                                         |               | 101          
|Gain on sale of branch facilities                                     |               | 16,953       
|Bank-owned life insurance                                             |               | 1,029        
|Other                                                                 |               | 1,462        
|                                                                      |               |              
|Total other income                                                    |               | 24,747       
|                                                                      |               |              
|Other expense:                                                        |              
|Salaries and employee benefits                                        |               | 16,041       
|Net occupancy expense                                                 |               | 1,762        
|Depreciation expense                                                  |               | 1,567        
|Core deposit intangible amortization expense                          |               | 188          
|Expenses resulting from misapplication of bank funds                  |               | --           
|Other                                                                 |               | 11,359       
|                                                                      |               |              
|Total other expense                                                   |               | 30,917       
|                                                                      |               |              
|Earnings from continuing operations before income taxes               |              
|                                                                      |               | 21,595       
|Income tax expense                                                    |               | 7,737        
|                                                                      |               |              
|Net earnings from continuing operations                               |               | 13,858       
|Net loss from discontinued operations, net of tax                     |               | (551         
|                                                                      |               |              
|Net earnings                                                          |               | $13,307      
|                                                                      |               |              
|Net earnings from continuing operations per share - basic and diluted |               | $0.35        
|Net loss from discontinued operations per share - basic and diluted   |               | $ (0.01      
|                                                                      |               |              
|Net earnings per share - basic and diluted                            |               | $0.34        
|                                                                      |               |              

See accompanying
  notes to consolidated financial statements

4


---

GOLD BANC
  CORPORATION, INC. AND SUBSIDIARIESCONSOLIDATED
  STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
  For the Three Months Ended March 31, 2004, and March 31, 2003
  (Dollars in thousands)
  (unaudited)

|                                                                     | Preferred      Stock | CommonStock | Additional Paid-InCapital | RetainedEarnings | AccumulatedOther ComprehensiveIncome (loss) | Unearned Compensation | TreasuryStock | Total  
|-------------------------------------------------------------------- | -------------------- | ----------- | ------------------------- | ---------------- | ------------------------------------------- | --------------------- | ------------- | -------
|Balance at December 31, 2002                                         |                      | $       --  |                           | 44,188           |                                             | 118,257               |               | 107,392
|Net earnings for the three months ended March 31, 2003               |                      | --          |                           | --               |                                             | --                    |               | 6,709  
|Change in unrealized gain on available for-sale securities           |                      | --          |                           | --               |                                             | --                    |               | --     
|                                                                     |                      |             |                           |                  |                                             |                       |               |        
|Total comprehensive income for the three months ended March 31, 2003 |                      | --          |                           | --               |                                             | --                    |               | 6,709  
|Exercise of 28,308 stock options                                     |                      | --          |                           | 29               |                                             | 150                   |               | --     
|Increase in unearned compensation                                    |                      | --          |                           | --               |                                             | --                    |               | --     
|Dividends paid ($0.03 per common share)                              |                      | --          |                           | --               |                                             | --                    |               | (1,184 
|                                                                     |                      |             |                           |                  |                                             |                       |               |        
|Balance at March 31, 2003                                            |                      | $       --  |                           | 44,217           |                                             | 118,407               |               | 112,917
|                                                                     |                      |             |                           |                  |                                             |                       |               |        
|
|Balance at December 31, 2003                                         |                      | $       --  |                           | 44,567           |                                             | 122,444               |               | 132,082
|Net earnings for the three months                                    |                     
|ended March 31, 2004                                                 |                      | --          |                           | --               |                                             | --                    |               | 13,307 
|Change in unrealized gain on available for-sale securities           |                      | --          |                           | --               |                                             | --                    |               | --     
|                                                                     |                      |             |                           |                  |                                             |                       |               |        
|Total comprehensive income for the three months ended March 31, 2004 |                      | --          |                           | --               |                                             | --                    |               | 13,307 
|Exercise of 201,622 stock options                                    |                      | --          |                           | 202              |                                             | 1,628                 |               | --     
|Allocation of 75,000 shares held by Employee Stock Ownership Plan    |                      | --          |                           | --               |                                             | 906                   |               | --     
|Recognition of equity compensation                                   |                      | --          |                           | --               |                                             | 560                   |               | --     
|Dividends paid ($0.03 per common share)                              |                      | --          |                           | --               |                                             | --                    |               | (1,195 
|                                                                     |                      |             |                           |                  |                                             |                       |               |        
|Balance at March 31, 2004                                            |                      | $       --  |                           | 44,769           |                                             | 125,538               |               | 144,194
|                                                                     |                      |             |                           |                  |                                             |                       |               |        

See
  accompanying notes to consolidated financial statements.

5


---



GOLD BANC
  CORPORATION, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  For the Three Months Ended March 31, 2004 and 2003 (In thousands)
  (unaudited)

|                                                                        |                                                                       | March 31, 2004 | March 31, 2003
|----------------------------------------------------------------------- | --------------------------------------------------------------------- | -------------- | --------------
|Cash flows from operating activities:                                   |                                                                      
|                                                                        | Net earnings                                                          |                | $   13,307    
|                                                                        | Income (loss) from discontinued operations                            |                | (551          
|Adjustments to reconcile net earnings to net cash provided by (used in) |                                                                      
|                                                                        | operating activities:                                                 |               
|                                                                        | Provision for loan losses                                             |                | 2,864         
|                                                                        | Allocation of ESOP Shares                                             |                | 1,755         
|                                                                        | Equity compensation                                                   |                | 1,107         
|                                                                        | Gain on sales of securities                                           |                | (101          
|                                                                        | Gain on sale of branches                                              |                | (16,953       
|                                                                        | Amortization of investment securities premiums, net of accretion      |                | 560           
|                                                                        | Depreciation                                                          |                | 1,570         
|                                                                        | Amortization of intangible assets                                     |                | 185           
|                                                                        | Gain on sale of mortgage loans held for sale                          |                | (387          
|                                                                        | Increase in cash surrender value of bank owned life insurance         |                | (1,029        
|                                                                        | Net (increase) decrease in trading securities                         |                | 6,377         
|                                                                        | Proceeds from sale of loans held for sale                             |                | 35,352        
|                                                                        | Origination of loans held for sale, net of repayments                 |                | (35,440       
|                                                                        | Other changes:                                                        |               
|                                                                        | Accrued interest receivable and other assets                          |                | 3,643         
|                                                                        | Accrued interest payable and other liabilities                        |                | (1,456        
|                                                                        | Net change in operating activities of discontinued operations         |                | 3,826         
|                                                                        |                                                                       |                |               
|                                                                        | Net cash provided by operating activities                             |                | $   14,629    
|                                                                        |                                                                       |                |               
|Cash flows from investing activities:                                   |                                                                      
|                                                                        | Net increase
      in loans                                           |                | $(47,719      
|                                                                        | Principal collections and proceeds from sales and maturities of       |               
|                                                                        | available-for-sale securities                                         |                | 162,022       
|                                                                        | Purchases of available-for-sale securities                            |                | (222,966      
|                                                                        | Principal collections and proceeds from sales and maturities of held- |               
|                                                                        | to-maturity securities                                                |                | 3,515         
|                                                                        | Purchases of held-to-maturity securities                              |                | (46,030       
|                                                                        | Purchase of bank owned life insurance policy                          |                | --            
|                                                                        | Net additions to premises and equipment                               |                | (1,401        
|                                                                        | Cash paid in branch sales, net of cash received                       |                | $(141,985     
|                                                                        |                                                                       |                |               
|                                                                        | Net cash used in investing activities                                 |                | $(294,546     
|                                                                        |                                                                       |                |               
|Cash flows from financing activities:                                   |                                                                      
|                                                                        | Increase in deposits                                                  |                | $ 261,656     
|                                                                        | Net decrease in short-term borrowings                                 |                | (2,143        
|                                                                        | Proceeds from FHLB & long-term borrowings                             |                | 49,819        
|                                                                        | Proceeds from issuance of common stock                                |                | 1,830         
|                                                                        | Dividends paid                                                        |                | (1,195        
|                                                                        |                                                                       |                |               
|                                                                        | Net cash provided financing activities                                |                | 309,967       
|                                                                        |                                                                       |                |               
|                                                                        | Increase in cash and cash equivalents                                 |                | 30,032        
|                                                                        | Cash and cash equivalents, beginning of period                        |                | 117,102       
|                                                                        |                                                                       |                |               
|                                                                        | Cash and cash equivalents, end of period                              |                | $ 147,134     
|                                                                        |                                                                       |                |               
|Supplemental disclosure of cash flow information:                       |                                                                      
|                                                                        | Cash paid for interest                                                |                | $   20,523    
|                                                                        | Cash paid for income taxes                                            |                | 3,777         
|                                                                        |                                                                       |                |               

See
  accompanying notes to consolidated financial statements.

6

---

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 months ended March
  31, 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 months ended
  March 31, 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 are our only potential common share equivalent.

The
  shares used in the calculation of basic and diluted income per share for the
  three months ended March 31, 2004 and, 2003 are shown below (in thousands):



|                                                         | For the three
  months ended
|-------------------------------------------------------- | ----------------------------
|
|                                                         |                             
|Weighted average common shares outstanding               |                             
|                                                         |                             
|Unallocated ESOP Shares                                  |                             
|Total basic average common shares outstanding            |                             
|Stock options and unvested restricted stock              |                             
|                                                         |                             
|Total diluted weighted average common shares outstanding |                             
|                                                         |                             

We
  account for employee 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 income and
  net income per share would have decreased as reflected in the following pro
  forma amounts (in thousands, except per share amounts):

7

---

|                                                          | For the three months ended
|--------------------------------------------------------- | --------------------------
|
|                                                          |                           
|Net earnings as reported                                  |                           
|Add:
       Stock-based compensation included in reported |                           
|net income, net of related tax effects                    |                           
|                                                          |                           
|Deduct: Total stock based employee                        |                           
|compensation expense determined under fair                |                           
|valued based method for all awards, net of                |                           
|related tax effects                                       |                           
|                                                          |                           
|Pro forma net earnings                                    |                           
|                                                          |                           
|Earnings per share:                                       |                           
|Basic-as reported                                         |                           
|Basic-pro forma                                           |                           
|Diluted-as reported                                       |                           
|Diluted-pro forma                                         |                           

3. 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.

|                                                          | March 31, 2004 | March 31, 2003
|--------------------------------------------------------- | -------------- | --------------
|
|
|Amortized intangible assets:                              |                |               
|Core deposit premium                                      |                | $7,508        
|Aggregate amortization expense for the three months ended |                |               

|
|
|
|
|
|
|
|

Goodwill
  from continuing operations at March 31, 2004 was $30.5 million, which is $598,000
  less than the amount at December 31, 2003. There was no impairment to goodwill
  from continuing operations recorded for the three months ended March 31, 2004
  or 2003. The reduction of $598,000 was the result of selling eight branches
  of the bank during the first quarter of 2004.

During
  2002 and 2003, CompuNet Engineering 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
  additional impairment charges of $845,000 and $3.3 million in the third and
  fourth quarters of 2003 to reduce the carrying value of the net assets (including
  the remaining goodwill) to their 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.

8

---

4. Comprehensive
  Income

Comprehensive
  income was $17.4 million and $5.9 million for the three months ended March 31,
  2004 and March 31, 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 March 31, 2004 and March 31, 2003, we recorded
  reclassification adjustments of $66,000 and ($2,000), respectively, associated
  with gains and losses included in net earnings for such periods.

5. Mergers,
  Acquisitions, Dispositions and Consolidations

Sale
  of Seven Gold Bank-Kansas branches.On September 16, 2003, we announced
  that we had entered into an agreement for the sale of seven Gold Bank-Kansas
  branches. An employee-investor group led by the regional Gold Bank-Kansas president
  in Marysville, Kansas, agreed to purchase the Gold Bank-Kansas branches. The
  sale of the Gold Bank-Kansas branches closed on February 13, 2004. As of the
  date of closing, the deposits and loans of the seven Gold Bank-Kansas branches
  were approximately $333.4 million and $194.8 million, respectively. In addition,
  goodwill of $598,000 was allocated to these branches. In connection with the
  sale of these branches, we recorded a gain of approximately $16.2 million.

Sale
  of Elkhart branch.On August 28, 2003, Gold Bank-Oklahoma entered into
  an agreement for the sale its branch location in Elkhart, Kansas to ColoEast
  Bankshares. The sale of this Gold Bank-Kansas branch closed on February 5, 2004.
  As of the date of closing, the deposits and loans of this Gold Bank-Oklahoma
  branch were approximately $30.0 million and $3.2 million, respectively. In connection
  with the sale of this branch, we recorded a gain of approximately $852 thousand.

Sale
  of CompuNet Engineering.On January 15, 2004, we entered into
  a letter of understanding for the sale of our interest in CompuNet Engineering
  to Computer Source, Inc. This sale closed on February 4, 2004. In connection
  with the sale of our interest in CompuNet, we recorded a loss of approximately
  $4.1 million in 2003. An additional after-tax charge was taken in the first
  quarter of 2004 of $551,000 to complete the sale of CompuNet.

Merger
  of Gold Bank-Kansas and Gold Bank-Oklahoma.On August
  11, 2003, Gold Bank-Kansas filed an application with the FRB-KC and 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. As of April 23, 2004, the aggregate deposit and loans of the branches
  were approximately $62.8 million and $19.3 million, respectively. The sale of
  these branches is expected to close in the second quarter of 2004.

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. If the proposed acquisition of the Company by Silver Acquisition
  Corp were not to occur, then the merger of Gold Bank-Kansas and Gold Bank-Florida
  would not be consummated.

6. 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 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 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
  trust preferred securities. The interest rate swaps are derivative financial
  instruments and have been designated as fair value hedges of the trust preferred
  securities.



9

---

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 swap agreement is also callable
  by the counter-party prior to its respective maturity date.

During
  the quarter ended March 31, 2004, we received net cash flows of $477 thousand
  under the one remaining agreement, which was recorded as a reduction of interest
  expense on the trust preferred securities.

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 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 and
  receive interest at a variable rate equal to a spread over 30-day LIBOR, adjusted
  monthly, whereas on the remaining two instruments we pay and receive interest
  quarterly. We receive a fixed rate equal to the interest that we are obligated
  to pay on the related FHLB borrowing. The interest rate swaps are derivative
  financial instruments and have been designated as fair value hedges of the FHLB
  borrowing.

During
  the quarter ended March 31, 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 March 31, 2004 was an expense
  of $437,000 relating to ineffectiveness of the hedging strategy.

7. Regulatory
  Examinations and Supervisory Actions

During
  the first quarter of 2003, the Kansas Office of the State Bank Commission (the
  OSBC) and the Federal Reserve Bank of Kansas City (the FRB-KC)
  conducted a joint safety and soundness examination of Gold Bank-Kansas. The
  FRB-KC also began a financial holding company examination of us. Concurrently
  with these examinations, we conducted an internal investigation that uncovered
  misappropriations and other improper conduct by our former CEO, Michael W. Gullion.
  We were subsequently notified by the SEC that it was conducting an informal
  investigation. For additional information relating to Mr. Gullions
  misconduct, see our 2002 Annual Report.

The
  management and composite CAMELS ratings for Gold Bank-Kansas
  in the joint report of examination were less than satisfactory.
  Because of these CAMELS ratings, Gold Bank-Kansas was not considered a well-managed
  financial institution. In addition to the Gullion misconduct, the report of
  examination identified noncompliance or deficiencies by Gold Bank-Kansas in
  regard to:

- Regulation H (information technology, bank secrecy act, currency
    transaction reports, and suspicious activity reporting);
- Section 23A of the Federal Reserve Act (transactions with
    affiliates);
- Regulation O (loans to officers and directors); and
- Regulation Y and K.S.A.ss.17-11-21 (appraisals).

The
  financial holding company examination report identified noncompliance or deficiencies
  by us in regard to:

- Section 23A of the Federal Reserve Act (transactions with
    affiliates);
- Regulation Y (information security);
- CompuNet's revenues from non-financial data processing activities;
    and
- Late filing of a regulatory report.

10

---



The
  joint examination report was based upon the condition and management of Gold
  Bank-Kansas as of December 31, 2002. The holding company examination report
  was based upon our condition and management as of March 31, 2003.

As
  a result of the examinations, we are became to the following restrictions:

- We mustprovide
    30 days prior written notice to the FRB-KC before adding or replacing any
    member of our board of directors, employing any person as a senior executive
    officer or changing the responsibilities of any senior executive officer so
    that the person would assume a different senior executive officer position.
- We are prohibited from
    making or contracting to make severance payments to any director, officer
    or employee in excess of the severance benefits we provided to all eligible
    employees without the prior written approval of the FRB-KC and the FDIC.
- We are prohibited from
    making indemnification payments to any institution-affiliated party to pay
    or reimburse such person for any civil money penalty, judgement or legal expenses
    resulting from any administrative or civil action instituted by any federal
    banking agency.

On
  August 26, 2003, we and Gold Bank-Kansas entered into a written agreement (a
  Written Agreement) with the OSBC and the FRB-KC. The Written Agreement
  was intended to address and remediate the deficiencies identified in the joint
  report of examination. The Written Agreement does not prohibit or limit the
  payment of dividends by Gold Bank-Kansas or us. We and Gold Bank-Kansas have
  completed essentially all the corrective actions set forth in the Written Agreement.
  As required by the Written Agreement, we and Gold Bank-Kansas submitted a plan
  covering the review and development of:

- written procedures to strengthen Gold Bank-Kansas' internal
    controls;
- our internal audit program, including an assessment of the
    composition, independence and effectiveness of the audit committee of our
    Board of Directors;
- a written plan to improve the information technology function
    of us and all of our subsidiaries; and
- steps to comply with all appropriate laws and regulations.

In
  connection with the Written Agreement and the development and implementation
  of the plans required therein, we filled the positions of Director of Internal
  Audit, Director of Compliance, and Director of Technology Security. In addition,
  the Boards of Directors of both us and Gold Bank-Kansas have established a Compliance
  Committee to monitor and coordinate compliance with the Written Agreement. The
  Compliance Committee is composed entirely of independent directors who provide
  monthly progress reports to the Boards of Directors of both us and Gold Bank-Kansas.

During
  the fourth quarter of 2003, the OSBC and the FRBKC again conducted a joint
  safety and soundness examination of Gold BankKansas. As a result of such
  examination, the management and composite CAMELS ratings
  for Gold BankKansas were found to be satisfactory, enabling Gold BankKansas
  to regain its wellmanaged rating. Because Gold BankKansas
  regained its wellmanaged rating, we retained our status as
  a financial holding company.

SEC Settlement

On
  March 5, 2004, we voluntarily submitted to the SEC a 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. A more detailed summary of our discussion with the
  SEC leading up to the settlement offer is set forth in our Form 10-K for the
  year ended December 31, 2003. On May 4, 2004, the SEC accepted our settlement
  offer and issued the order. 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.

11

---



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. The lawsuit relates to a resale
  by us of 530,000 shares of our common stock to five directors in the second
  quarter of 2003, which shares were obtained from Michael Gullion in partial
  satisfaction of his restitution obligations. For a more detailed discussion
  of the matters surrounding the misconduct of Mr. Gullion and the restitution
  we received from him, see our Annual Report on Form 10-K/A for the year ended
  December 31, 2002 and our Form 10-Q for the quarterly period ended September
  30, 2003. The complaint alleges that our directors breached their fiduciary
  duties by approving the Agreement and Plan of Merger with Silver Acquisition
  Corp. and SAC Acquisition Corp., to enable those directors to sell those shares
  sooner than they would have otherwise been legally able to do under the federal
  securities laws. We believe the claims made by the plaintiffs are without merit
  and intend to vigorously defend this lawsuit.

8. 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 March 31, 2003, the Company recorded $250,000 of expenses
  related to the investigation.

9. 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. The merger is expected to be completed
  in the third quarter of 2004, subject to shareholder and regulatory approval.
  On February 25, 2004, we filed a Current Report on Form 8-K that included the
  merger agreement.

ITEM 2:
        MANAGEMENTS DISCUSSION AND ANALYSIS
  OF FINANCIALCONDITION
  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 month periods ended March 31, 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 month periods ended March 31, 2004 are not necessarily indicative
  of results to be attained for any other period.

Proposed Acquisition
  of Gold Banc

On
  February 27, 2004, the Company filed a Form 8-K and issued a press release announcing
  that it has entered into an Agreement and Plan of Merger (the Merger Agreement)
  by and among the Company, Silver Acquisition Corp. (Silver), and
  SAC Acquisition Corp. Pursuant to the Merger Agreement. Silver will acquire
  all of the outstanding shares of common stock of the Company for $16.60 per
  share in cash. The merger is expected to be completed in the third quarter of
  2004. If the merger is not completed by July 23, 2004, the Companys stockholders
  will receive an additional $0.0023 per share for each day elapsing thereafter
  through the closing date of the merger. The holders of a majority of Gold Bancs
  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.

12

---



Under
  the Merger Agreement, Gold Bank-Kansas, Gold Bank-Florida and Gold Bank-Oklahoma
  would be consolidated into a single Kansas bank and then converted into a federal
  savings bank established by Silver for that purpose. 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.

Certain Financial
  Data

The
  following table sets forth certain financial data for the three month periods
  ended March 31, 2004 and March 31, 2003 (dollars in thousands, except per share
  amounts):

|                           | Three Months Ended                March 31,
|-------------------------- | -------------------------------------------
|
|Net Earnings               |                                            
|Earnings Per Share (basic) |                                            
|Return on Average Assets   |                                            
|Return on Equity           |                                            
|Dividend to Net Earnings   |                                            

|                                     | At March 31,      2004 | At March 31,      2003
|------------------------------------ | ---------------------- | ----------------------
|                                     |                        |                       
|Stockholders' equity to total assets |                        | 6.29                  

Results of
  Operations

Net
  Interest Income

Total
  interest income for the three months ended March 31, 2004 was $52.6 million
  compared to $52.9 million for the three months ended March 31, 2003 or an decrease
  of $264,000. This decrease resulted from a $605,000 decrease in investment security
  interest, which was partially offset by a $280,000 increase in loan interest.
  Average loans increased to $2.9 billion for the three months ended March 31,
  2004 compared to $2.8 billion for the three months ended September 30, 2002,
  or a 3.5% increase. This increase in loans resulted from the opening of our
  Briarcliff, Eastland and Olathe branches in our Kansas City market, our Tampa
  and Sarasota branches in our Florida market and our new Hefner branch in our
  Oklahoma City market. For the three months ended March 31, 2004, our average
  rate on a tax equivalent basis for earning assets was 5.28%, a decrease from
  5.97% for the three months ended March 31, 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 March 31, 2004 compared
  with $3.6 billion for the three months ended March 31, 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.

13

---



Total
  interest expense for the three months ended March 31, 2004 was $22.0 million;
  a $1.4 million, or 5.8%, decrease over the three months ended March 31, 2003.
  The decrease was primarily due to a $962,000 decrease in interest on deposits
  and a $394,000 decrease in interest on borrowings.. For the three months ended
  March 31, 2004, our average cost of funds was 2.39%, a decrease from 2.83% for
  the three months ended March 31, 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 $30.6 million for the three months ended March 31, 2004,
  compared to $29.5 million for the same period in 2003; an increase of 3.7%.
  Our net interest margin decreased from 3.38% for the three months ended March
  31, 2003 to 3.09% for the three months ended March 31, 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 a significant 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 March 31, 2004 compared to the three
  months ended March 31, 2003, average interest bearing liabilities increased
  $346.7 million compared to an increase of $439.6 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 66%
  of our total assets as of March 31, 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 $34.3 million and $34.0 million at March 31,
  2004 and December 31, 2003, respectively, and represented 1.20% and 1.13% of
  total loans at each date. The provision for loan losses for the three months
  ended March 31, 2004 was $2.9 million compared to $3.6 million for the three
  months ended March 31, 2003. The decrease in the provision for loan losses for
  the three months ended March 31, 2004 compared to the three months ended March
  31, 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. Net charge-offs
  for the three months ended March 31, 2004 were $756,000 compared to $4.3 million
  for the three months ended March 31, 2003. Management has continued to review
  the loan portfolios of the banks, to increase the provision and to charge-off
  those credits when collection is considered to be doubtful.

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 product 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 product 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 on our 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. As our portfolio matures, historical loss ratios are being
  closely monitored.

14

---



We
  actively manage our past due and non-performing loans in each bank subsidiary
  in an effort 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 conditions should
  worsen. Material additions to the allowance for loan losses would result in
  a decrease of our net earnings and capital.

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 $28.7
  million and $32.4 million at March 31, 2004 and December 31, 2003, respectively.
  The $3.6 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.
  This was partially offset by another loan being added to non-performing status.
  Total non-performing loans were 1.00% and 1.07% of gross loans at March 31,
  2004 and December 31, 2003, respectively. Total non-performing assets were $34.5
  million and $39.0 million at March 31, 2004 and December 31, 2003, respectively.
  The decrease in non-performing assets of $4.5 million can be generally attributed
  to the above mentioned loan activity. Total non-performing assets were 0.80%
  and 0.90% of total assets at March 31, 2004 and December 31, 2003, respectively.

Other
  Income

For
  the three months ended March 31, 2004, other income was $24.7 million compared
  to $8.4 million for the three months ended March 31, 2003, an increase of $16.3
  million, or 193.1%. The net increase resulted primarily from gains on the sale
  of branch facilities of $17.0 million. This increase was partially offset by
  a reduction in service fees of $292,000, a decrease in investment trading fees
  and commissions of $567,000 and a decrease in net gains on sale of mortgage
  loans of $357,000. Net increases were recorded in net securities gains of $104,000;
  bank owned life insurance of $93,000, and other income of $369,000, which was
  primarily the result of increased trust fee income.

Other
  Expense

For
  the three months ended March 31, 2004, other expense was $30.9 million compared
  to $25.3 million for the same period of 2003. Salaries and employee benefits
  increased from $14.2 million in the first quarter of 2003 to $16.0 million in
  the first quarter of 2004, or an increase of $1.9 million. This increase was
  the result of compensation expense related to restricted stock awards to management
  of $1.1 million and compensation expense related to the Companys ESOP
  plan of $525,000. Adding additional branch locations and expansion of our current
  operations accounted for the balance of the increase. Net occupancy expense
  remained relatively stable at $1.8 million for the quarter ended March 31, 2004
  and for the quarter ended March 31, 2003. Depreciation expense decreased from
  $1.7 million to $1.6 million from the quarter period ended March 31, 2003 to
  March 31, 2004, respectively. Core deposit intangible amortization expense was
  $188,000 during the first quarter of 2003 and 2004. We recorded a $250,000 charge
  resulting from misapplication of bank funds in the three months ended March
  31, 2003 related to the actions of Michael Gullion, our former Chief Executive
  Officer. The remaining expenses classified as other expense increased from $7.2
  million to $11.4 million or $4.1 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. The Company also had
  acquisition expense of $629,000 during the first quarter of 2004 associated
  with the proposed sale of the Company. Other significant increases were marketing
  expense of $200,000, consulting of $168,000, and accounting of $598,000.

15

---

Income
  Tax Expense

Income
  tax expense for the three months ended March 31, 2004 and 2003 was $7.7 million
  and $2.3 million, respectively. The effective tax rate for each time period
  was 35.8% and 24.8%, respectively. The effective rate was significantly higher
  in the first quarter of 2004 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 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.

Financial Condition

From
  December 31, 2003 to March 31, 2004, total assets remained the same at $4.3
  billion. Cash and cash equivalents increased from $117.1 million to $147.1 million.
  Net loans decreased from $3.0 billion to $2.8 billion. Investment securities
  were $1.1 billion at March 31, 2004, compared to $986.1 million at December
  31, 2003; an increase of $102.9 million or 10.4%. Mortgage loans held for sale
  increased from $5.9 million to $6.4 million. Net premises and equipment decreased
  from $63.1 million to $58.9 million. Cash surrender value of bank owned life
  insurance increased from $80.2 million to $80.3 million. Total liabilities decreased
  from $4.1 billion to $4.0 billion. Deposits decreased from $3.2 billion to $3.1
  billion, from December 31, 2003 to March 31, 2004. Securities sold under agreements
  to repurchase increased from $127.8 million to $132.3 million. Total long and
  short-term borrowings increased $48.9 million, or 6.6%, from December 31, 2003.
  Accrued interest and other liabilities remained the same at $26.4 million.

During
  the first three months of 2004, cash and cash equivalents increased $30.0 million
  or 25.6% comparied to balances at December 31, 2003. The primary cause
  of this increase was the refinancing of the Company Trust Preferred Debentures
  in March, 2004 of $46.4 million. The debentures were issued in March and the
  funds held in cash investments until the redemption date in April, 2004 when
  the older debentures could be retired and paid. This was accomplished on April
  22, 2004.

During
  the first three months of 2004, net loans decreased $154.9 million, or 5.2%,
  compared to balances at December 31, 2003. Mortgage loans held for sale
  increased $475,000 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 to result in the net decrease of
  $154.9 million.

Investment
  securities at March 31, 2004, increased $102.9 million compared to the balance
  at December 31, 2003. This increase resulted from a decrease of $8.6 million
  in US agency mortgage-backed securities and an increase of $82.1 million in
  US agency securities. The total investment securities portfolio amounted to
  $1.1 billion at March 31, 2004, and was comprised mainly of U.S. government
  and agencies (66.9%), mortgage-backed (21.0%), and other asset-backed (12.1%)
  investment securities.

Bank
  owned life insurance at March 31, 2004, increased $73,000 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 $100.9 million at March 31, 2004, compared to December 31,
  2003, mainly due to the effect of the branch sales in the first 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 $100.9 million.

Compared
  to 2003 year-end balances, borrowings at March 31, 2004, increased $48.9 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 decreased $2.2 million during the first
  three months of 2004 to a combined balance of $132.9 million at March 31, 2004.
  Long term borrowings, consisting mainly of FHLB advances and Trust Preferred
  Debt, increased $48.9 million to $795.3 million outstanding at March 31, 2004.
  The increase in long-term borrowings is the direct result of the refinancing
  of the Trust Preferred Debt which was issued in March 2004. Approximately $46.4
  million of the Companys outstanding Trust Preferred Debt was called in
  March 2004 but could not be paid until April 22, 2004. This resulted in a timing
  difference as of March 31, 2004.

16

---

During
  the first three months of 2003, accrued interest and other liabilities remained
  constant at $26.4 million.

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 March 31, 2004 for
  the periods indicated.

|Payments Due by Period       
|-----------------------------
|
|                             
|                             
|Operating leases             
|FHLB advances(1)             
|Subordinated debt(1)         
|Trust preferred securities   
|                             
|Total contractual obligations
|                             

_________________

(1)    
  For floating interest rate obligations, based upon interest rate in effect on
  March 31, 2004.

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
  $154.9 million compared to December 31, 2003, while total deposits decreased
  $100.9 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 $1.2 billion, or 29.0%,
  of total assets at March 31, 2004 compared to $1.1 billion, or 25.5%, at December
  31, 2003. Cash provided by operating activities for the three months ended March
  31, 2004 was $14.6 million, consisting primarily of net earnings and proceeds
  from the sale of loans. Cash used by investing activities was $294.5 million,
  this was primarily attributable to the increase of held to maturity securities
  of $42.3 million, and the net increase in available for sale securities of $67.0
  million, and cash received, net of cash paid with the purchase acquisition of
  $142.0 million. Cash provided by financing activities was $310.0 million, consisting
  primarily of an increase in deposits of $261.7 million and an increase in net
  borrowings of $49.8 million.

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 March 31, 2004 were
  13.17%, 9.88% and 7.56%, respectively. These same ratios at December 31, 2003
  were 10.78%, 8.87% and 7.01%, respectively.

17

---

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 March 31, 2004, our subsidiary banks
  could pay $42.1 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 March 31, 2004, our subsidiary banks had approximately
  $488.6 million of advances outstanding with the FHLB.

We
  have 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. Interest
  accrues on advances under the LaSalle Credit Line at our option at a rate equal
  to either LIBOR plus 1.25% per annum or LaSalle Banks prime rate (but
  in no event will the interest rate under the LaSalle Credit Line be less than
  3.5% per annum). We draw on the LaSalle Credit Line from time to time to fund
  various corporate matters including making contributions to our bank subsidiaries
  to help them maintain their well-capitalized status. As of March
  31, 2004, we had no outstanding balances on the LaSalle Credit Line.

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 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 March 31, 2004, the ESOP had approximately
  $11.4 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 March 31, 2004, Gold Bank-Kansas had $44.3 million of BOLI
  (equal to 21.2% of its capital and surplus), Gold Bank-Oklahoma had $21.9 million
  of BOLI (equal to 24.0% of its capital and surplus) and Gold Bank-Florida had
  $13.9 million of BOLI (equal to 22.2% of its capital and surplus). The aggregate
  BOLI investment of each Bank is now 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.

CompuNet
  Activities

CompuNet
  Engineering, Inc., which was acquired in March 1999, provided information technology,
  e-commerce services and networking solutions for banks and other businesses.
  Under current Federal Reserve regulations, the data processing activities of
  a bank holding company and its subsidiaries must be done primarily for financial
  companies, and non-financial data processing activities must be limited to 30%
  of the bank holding companys total consolidated annual data processing
  revenues. When the Company acquired CompuNet, the aggregate data processing
  activities of the Company and CompuNet complied with this 30% limitation.

18

---



For
  the year ended December 31, 2003, approximately 60% of CompuNets revenues
  were non-financial in nature, and thus not in compliance with the Federal Reserves
  current 30% limitation. On February 4, 2004, the Company sold its interest
  in CompuNet Engineering to Computer Source, Inc.

Impact of Recently
  Issued Accounting Standards

In March 2004, the SEC staff released a Staff
  Accounting Bulletin that would require 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 would require 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 would delay the
  recognition of any revenue related to these commitments until such time as the
  loan is sold, however, it would have no effect on the ultimate amount of revenue
  or cash flows recognized over time. The Company is currently assessing the impact
  of this pending guidance on its consolidated results of operations and financial
  position, but does not expect the implementation to 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 2002 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.

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 impairment review indicated that there was no impairment of goodwill as
  of December 31, 2003. 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.

19

---



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:

- statements that are not historical in nature
- statements preceded
    by, followed by or that include the words believes, expects,
    may, will, should, could,
    anticipates, estimates, intends or similar
    expressions
- statements regarding the timing of the closing of the branch
    sales

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:

- our ability to satisfy the terms and conditions of the Written
    Agreement with the OSBC and FRB-KC
- transition and strategies of new management o changes in
    interest margins on loans
- changes in allowance for loan losses
- changes in the interest rate environment
- the effect of a change in the management rating of Gold Bank-Kansas
- competitive pressures among financial services companies
    may increase significantly
- 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
- technological changes may be more difficult or expensive
    than anticipated
- 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.

20

---



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 pay a
  variable rate equal to a spread over 90-day LIBOR, adjusted quarterly, and receive
  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, the Company 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 March 31, 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.

|Changes in Interest Rates | Net Interest Income | Actual Change | Percent Change Actual
|------------------------- | ------------------- | ------------- | ---------------------
|200 basis point rise      |                     | $135,082,000  |                      
|100 basis point rise      |                     | $131,953,000  |                      
|Base Rate Scenario        |                     | $126,918,000  |                      
|50 basis point decline    |                     | $123,204,000  |                      
|100 basis point decline   |                     | $117,445,000  |                      

21

---

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 March 31, 2004 that materially affected, or are reasonably
  likely to materially affect, our internal control over financial reporting.

22

---

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 7 Regulatory Examinations
  and Supervisory Action to the consolidated financial statements contained
  in Part I, Item I of this report.

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

None.

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

| | Exhibit Number |  | Description
| | -------------- |  | -----------
| |                |  |            
| | 31.1           |  |            
| |                |  |            
| |                |  |            
| |                |  |            
| | 31.2           |  |            
| |                |  |            
| |                |  |            
| |                |  |            
| | 32.1           |  |            
| |                |  |            
| |                |  |            
| |                |  |            
| | 32.2           |  |            
| |                |  |            
| |                |  |            
| |                |  |            
| |                |  |            
| | 99.1           |  |            
| |                |  |            

23

---

*Management
  contracts or compensating plans or arrangements required to be filed by Item 6(a).

(b)    
  Reports on Form 8-K

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

- On January 28, 2004,
    we filed a Current Report on Form 8-K announcing that we had been formally
    advised by the Federal Reserve Bank of Kansas City that our subsidiary, Gold
    Bank-Kansas, has regained its well-managed status and we will retain our financial
    holding company status.
- On February 23, 2004,
    we filed a Current Report on Form 8-K that corrected a story appearing in
    The Kansas City Business Journal on February 20, 2004.
- On February 25, 2004,
    we filed a Current Report on Form 8-K announcing we had entered into an Agreement
    and Plan of Merger with Silver Acquisition Corp.

24

---

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.
| | -----------------------------
| |                              
| |                              
| |                              
| |                              
| |                              
| |                              

Date: May 10,
  2004

25

---