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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 
20549



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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, 2005                                          
|or          
|o            | TRANSITION REPORT UNDER
  SECTION 13 OR 15(D) OF THE EXCHANGE ACT                        
|             | For the transition period
  from      to                                                 

Commission file number 0-28936



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

|                                                     |  |                                     
|---------------------------------------------------- |  | ------------------------------------
|Kansas                                               |  | 48-1008593                          
|(State or other jurisdiction of incorporation or     |  | (I.R.S. Employer Identification No.)
|organization)                                        |  |                                     
|11301 Nall Avenue, Leawood, Kansas                   |  | 66211                               
|(Address of principal executive offices)             |  | (Zip code)                          
|                                                     |  |                                     
|(913) 451-8050                                      
|(Registrants telephone number, including area code)



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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 o

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

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 6, 2005
|                                |       |            |  |                           
|                                |       |           
|Common
  Stock, $1.00 par value |       | 39,160,991

---

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GOLD BANC CORPORATION, INC. 
INDEX TO 10-Q FOR THE QUARTERLY 
PERIOD ENDED MARCH 31, 2005

|                             |                                                                                                                                                        |                                                                                         |   
|---------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------- | --
|                             | Page                                                                                                                                                  
|PART I FINANCIAL INFORMATION | 2                                                                                                                                                     
|                             |                                                                                                                                                       
|ITEM 1:                      |                                                                                                                                                        | FINANCIAL
  STATEMENTS                                                                  | 2 
|                             |                                                                                                                                                        |                                                                                         |   
|                             | Consolidated Balance
  Sheets as of March 31, 2005 and March 31, 2004 (Unaudited)                                                                      | 2                                                                                      
|                             |                                                                                                                                                        |                                                                                        
|                             | Consolidated Statements of
  Earnings For the Three Months Ended March 31, 2005 and March 31, 2004
  (Unaudited)                                       | 4                                                                                      
|                             |                                                                                                                                                        |                                                                                        
|                             | Consolidated Statements of
  Stockholders Equity and Comprehensive Income For the Three Months Ended
  March 31, 2005, and March 31, 2004 (Unaudited) | 5                                                                                      
|                             |                                                                                                                                                        |                                                                                        
|                             | Consolidated Statements of
  Cash Flows For the Three Months ended March 31, 2005 and March 31, 2004
  (Unaudited)                                     | 6                                                                                      
|                             |                                                                                                                                                        |                                                                                        
|                             | Notes to Consolidated
  Financial Statements                                                                                                           | 7                                                                                      
|                             |                                                                                                                                                        |                                                                                        
|ITEM 2:                      |                                                                                                                                                        | MANAGEMENTs
  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 14
|                             |                                                                                                                                                        |                                                                                         |   
|ITEM 3:                      |                                                                                                                                                        | QUANTITATIVE
  AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            | 23
|                             |                                                                                                                                                        |                                                                                         |   
|ITEM 4:                      |                                                                                                                                                        | CONTROLS
  AND PROCEDURES                                                               | 24
|                             |                                                                                                                                                        |                                                                                         |   
|PART II OTHER INFORMATION    | 25                                                                                                                                                    
|                             |                                                                                                                                                       
|ITEM 1:                      |                                                                                                                                                        | LEGAL
  PROCEEDINGS                                                                     | 25
|                             |                                                                                                                                                        |                                                                                         |   
|ITEM 2:                      |                                                                                                                                                        | CHANGES IN
  SECURITIES AND USE OF PROCEEDS                                             | 26
|                             |                                                                                                                                                        |                                                                                         |   
|ITEM 3:                      |                                                                                                                                                        | DEFAULTS
  UPON SENIOR SECURITIES                                                       | 26
|                             |                                                                                                                                                        |                                                                                         |   
|ITEM 4:                      |                                                                                                                                                        | SUBMISSION
  OF MATTERS TO A VOTE OF SECURITY-HOLDERS                                   | 26
|                             |                                                                                                                                                        |                                                                                         |   
|ITEM 5:                      |                                                                                                                                                        | OTHER
  INFORMATION                                                                     | 27
|                             |                                                                                                                                                        |                                                                                         |   
|ITEM 6:                      |                                                                                                                                                        | EXHIBITS
  AND REPORTS ON FORM 8-K                                                      | 27

1

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PART I  
FINANCIAL INFORMATION

ITEM 1:
          FINANCIAL
STATEMENTS

GOLD BANC CORPORATION, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(Amounts in thousands)
(Unaudited)

|                                                                                                                  |  |                |   |                   |   |  |  |   |           |   | 
|----------------------------------------------------------------------------------------------------------------- |  | -------------- | - | ----------------- | - |  |  | - | --------- | - | 
|                                                                                                                  |  | March 31, 2005 |   | December 31, 2004 |  
|                                                                                                                  |  |                |   |                   |  
|Assets                                                                                                            |  |                |   |                   |   |  | 
|                                                                                                                  |  |                |   |                   |   |  | 
|Cash and due from banks                                                                                           |  |                | $ | 54,830            |   |  |  | $ | 65,011    |   | 
|Federal funds sold and interest-bearing
  deposits                                                                |  |                |   | 16,247            |   |  |  |   | 43,286    |   | 
|                                                                                                                  |  |                |   |                   |   |  |  |   |           |   | 
|Total cash and cash equivalents                                                                                   |  |                |   | 71,077            |   |  |  |   | 108,297   |   | 
|                                                                                                                  |  |                |   |                   |   |  |  |   |           |   | 
|                                                                                                                  |  |                |   |                   |   |  |  |   |           |   | 
|Investment securities:                                                                                            |  |                |   |                   |   |  |  |   |           |   | 
|Available-for-sale, at fair value                                                                                 |  |                |   | 487,271           |   |  |  |   | 498,763   |   | 
|Held-to-maturity (fair value of $400,387 and
$411,232 as of March 31,
  2005 and December 31, 2004, respectively) |  |                |   | 403,085           |   |  |  |   | 411,802   |   | 
|Trading, at fair value                                                                                            |  |                |   | 3,987             |   |  |  |   | 5,456     |   | 
|                                                                                                                  |  |                |   |                   |   |  |  |   |           |   | 
|Total investment securities                                                                                       |  |                |   | 894,343           |   |  |  |   | 916,021   |   | 
|                                                                                                                  |  |                |   |                   |   |  |  |   |           |   | 
|                                                                                                                  |  |                |   |                   |   |  |  |   |           |   | 
|Loans                                                                                                             |  |                |   | 2,818,614         |   |  |  |   | 2,716,700 |   | 
|Allowance for loan losses                                                                                         |  |                |   | (32,300           | ) |  |  |   | (32,108   | ) | 
|                                                                                                                  |  |                |   |                   |   |  |  |   |           |   | 
|Loans, net                                                                                                        |  |                |   | 2,786,314         |   |  |  |   | 2,684,592 |   | 
|                                                                                                                  |  |                |   |                   |   |  |  |   |           |   | 
|                                                                                                                  |  |                |   |                   |   |  |  |   |           |   | 
|Mortgage loans
  held-for-sale, net                                                                               |  |                |   | 6,807             |   |  |  |   | 5,724     |   | 
|Premises and equipment, net                                                                                       |  |                |   | 52,807            |   |  |  |   | 51,613    |   | 
|Goodwill                                                                                                          |  |                |   | 30,484            |   |  |  |   | 30,484    |   | 
|Other intangible assets,
  net                                                                                    |  |                |   | 5,148             |   |  |  |   | 5,336     |   | 
|Accrued interest and other
  assets                                                                               |  |                |   | 57,701            |   |  |  |   | 57,807    |   | 
|Cash surrender value of
  bank-owned life insurance, net of surrender charges                                     |  |                |   | 83,920            |   |  |  |   | 82,992    |   | 
|Assets held for sale                                                                                              |  |                |   | 376,716           |   |  |  |   | 387,510   |   | 
|                                                                                                                  |  |                |   |                   |   |  |  |   |           |   | 
|                                                                                                                  |  |                |   |                   |   |  |  |   |           |   | 
|Total assets                                                                                                      |  |                | $ | 4,365,317         |   |  |  | $ | 4,330,376 |   | 
|                                                                                                                  |  |                |   |                   |   |  |  |   |           |   | 

See accompanying notes to consolidated financial statements

2

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GOLD
BANC CORPORATION, INC. AND SUBSIDIARIES

Consolidated
Balance Sheets

(Amounts
in thousands)
(Unaudited)

|                                                                                                                                                |  |                  |   |                     |   |  |  |   |           |   | 
|----------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | - | ------------------- | - |  |  | - | --------- | - | 
|                                                                                                                                                |  | March
  31, 2005 |   | December
  31, 2004 |  
|                                                                                                                                                |  |                  |   |                     |  
|Liabilities and Stockholders Equity                                                                                                            |  |                  |   |                     |   |  | 
|                                                                                                                                                |  |                  |   |                     |   |  | 
|Liabilities:                                                                                                                                    |  |                  |   |                     |   |  | 
|Deposits                                                                                                                                        |  |                  | $ | 2,868,028           |   |  |  | $ | 2,786,774 |   | 
|Securities sold
  under agreements to repurchase                                                                                                |  |                  |   | 142,577             |   |  |  |   | 112,205   |   | 
|Federal funds
  purchased and other short-term borrowings                                                                                       |  |                  |   | 6,715               |   |  |  |   | 2,463     |   | 
|Subordinated
  debt                                                                                                                             |  |                  |   | 116,599             |   |  |  |   | 116,599   |   | 
|Long-term
  borrowings                                                                                                                          |  |                  |   | 601,893             |   |  |  |   | 661,534   |   | 
|Accrued interest
  and other liabilities                                                                                                        |  |                  |   | 42,395              |   |  |  |   | 30,231    |   | 
|Liabilities held
  for sale                                                                                                                     |  |                  |   | 326,816             |   |  |  |   | 350,186   |   | 
|                                                                                                                                                |  |                  |   |                     |   |  |  |   |           |   | 
|                                                                                                                                                |  |                  |   |                     |   |  |  |   |           |   | 
|Total liabilities                                                                                                                               |  |                  |   | 4,105,023           |   |  |  |   | 4,059,992 |   | 
|                                                                                                                                                |  |                  |   |                     |   |  |  |   |           |   | 
|                                                                                                                                                |  |                  |   |                     |   |  |  |   |           |   | 
|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 45,200,080 and 45,011,227
  shares issued at March 31, 2005 and December 31, 2004 |  |                  |   | 45,200              |   |  |  |   | 45,011    |   | 
|Additional
  paid-in capital                                                                                                                    |  |                  |   | 131,682             |   |  |  |   | 129,381   |   | 
|Retained
  earnings                                                                                                                             |  |                  |   | 153,277             |   |  |  |   | 146,360   |   | 
|Accumulated
  other comprehensive loss, net                                                                                                     |  |                  |   | (12,497             | ) |  |  |   | (6,007    | ) | 
|Unearned
  compensation                                                                                                                         |  |                  |   | (12,084             | ) |  |  |   | (10,072   | ) | 
|                                                                                                                                                |  |                  |   |                     |   |  |  |   |           |   | 
|                                                                                                                                                |  |                  |   | 305,578             |   |  |  |   | 304,673   |   | 
|Less treasury
  stock (5,590,689 shares and 4,824,575 shares at March 31, 2005 and December
  31, 2004)                                         |  |                  |   | (45,284             | ) |  |  |   | (34,289   | ) | 
|                                                                                                                                                |  |                  |   |                     |   |  |  |   |           |   | 
|                                                                                                                                                |  |                  |   |                     |   |  |  |   |           |   | 
|Total stockholders
  equity                                                                                                                    |  |                  |   | 260,294             |   |  |  |   | 270,384   |   | 
|                                                                                                                                                |  |                  |   |                     |   |  |  |   |           |   | 
|Total liabilities and stockholders equity                                                                                                      |  |                  | $ | 4,365,317           |   |  |  | $ | 4,330,376 |   | 
|                                                                                                                                                |  |                  |   |                     |   |  |  |   |           |   | 

See accompanying
notes to consolidated financial statements

3

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GOLD
BANC CORPORATION, INC. AND SUBSIDIARIES

Consolidated
Statements of Earnings For the Three Months Ended

(Amounts
in thousands, except per share data)
(Unaudited)

|                                                              |  | March
  31, 2005 |   | March
  31, 2004 |  
|------------------------------------------------------------- |  | ---------------- | - | ---------------- | -
|                                                              |  |                  |   |                  |  
|Interest Income:                                              |  |                  |   |                  |  
|Loans, including
  fees                                       |  |                  | $ | 48,318           |  
|Investment
  securities                                       |  |                  |   | 7,906            |  
|Other                                                         |  |                  |   | 787              |  
|                                                              |  |                  |   |                  |  
|Total interest
  income                                       |  |                  |   | 57,011           |  
|                                                              |  |                  |   |                  |  
|                                                              |  |                  |   |                  |  
|Interest Expense:                                             |  |                  |   |                  |  
|Deposits                                                      |  |                  |   | 17,732           |  
|Borrowings and
  other                                        |  |                  |   | 8,979            |  
|                                                              |  |                  |   |                  |  
|Total interest
  expense                                      |  |                  |   | 26,711           |  
|                                                              |  |                  |   |                  |  
|Net interest income                                           |  |                  |   | 30,300           |  
|Provision for loan losses                                     |  |                  |   | 1,252            |  
|                                                              |  |                  |   |                  |  
|Net interest
  income after provision for loan losses         |  |                  |   | 29,048           |  
|                                                              |  |                  |   |                  |  
|Other income:                                                 |  |                  |   |                  |  
|Service fees                                                  |  |                  |   | 3,211            |  
|Investment
  trading fees and commissions                     |  |                  |   | 794              |  
|Net gains on
  sale of mortgage loans                         |  |                  |   | 208              |  
|Realized gains
  (losses) on securities                       |  |                  |   | (180             | )
|Gain on sale of
  branch facilities                           |  |                  |   | -                |  
|Bank-owned life
  insurance                                   |  |                  |   | 934              |  
|Trust fees                                                    |  |                  |   | 1,282            |  
|Other                                                         |  |                  |   | 188              |  
|                                                              |  |                  |   |                  |  
|Total other
  income                                          |  |                  |   | 6,437            |  
|                                                              |  |                  |   |                  |  
|                                                              |  |                  |   |                  |  
|Other expense:                                                |  |                  |   |                  |  
|Salaries and
  employee benefits                              |  |                  |   | 12,908           |  
|Data processing                                               |  |                  |   | 1,887            |  
|Net occupancy
  expense                                       |  |                  |   | 1,729            |  
|Depreciation
  expense                                        |  |                  |   | 1,771            |  
|Professional
  services                                       |  |                  |   | 1,198            |  
|Amortization of
  prepaid offering expenses                   |  |                  |   | 51               |  
|Other                                                         |  |                  |   | 4,779            |  
|                                                              |  |                  |   |                  |  
|Total other
  expense                                         |  |                  |   | 24,323           |  
|                                                              |  |                  |   |                  |  
|Earnings from
  continuing operations before income taxes     |  |                  |   | 11,162           |  
|Income tax expense                                            |  |                  |   | 3,039            |  
|                                                              |  |                  |   |                  |  
|Net earnings
  from continuing operations                     |  |                  |   | 8,123            |  
|Net loss from
  discontinued operations, net of tax           |  |                  |   | -                |  
|                                                              |  |                  |   |                  |  
|Net earnings                                                  |  |                  | $ | 8,123            |  
|                                                              |  |                  |   |                  |  
|                                                              |  |                  |   |                  |  
|Net earnings
  from continuing operations per share  basic   |  |                  | $ | 0.21             |  
|Net loss from
  discontinued operations per share  basic     |  |                  | $ | -                |  
|                                                              |  |                  |   |                  |  
|Net earnings per
  share  basic                              |  |                  | $ | 0.21             |  
|                                                              |  |                  |   |                  |  
|Net earnings
  from continuing operations per share  diluted |  |                  | $ | 0.21             |  
|Net loss from
  discontinued operations per share  diluted   |  |                  | $ | -                |  
|                                                              |  |                  |   |                  |  
|Net earnings per
  share  diluted                            |  |                  | $ | 0.21             |  
|                                                              |  |                  |   |                  |  
|                                                              |  |                  |   |                  |  

See accompanying notes to
consolidated financial statements

4

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GOLD
BANC CORPORATION, INC. AND SUBSIDIARIES

Consolidated
Statements of Stockholders Equity and Comprehensive Income
For the Three Months Ended March 31, 2005, and March 31, 2004

(Amounts
in thousands)
(Unaudited)

|                                                                                                                               |  |                   |   |                |  |                                |   |                     |         |                                                     |  |                         |   |                  |  |         |   |  |  |         |   |  |         |   |  
|------------------------------------------------------------------------------------------------------------------------------ |  | ----------------- | - | -------------- |  | ------------------------------ | - | ------------------- | ------- | --------------------------------------------------- |  | ----------------------- | - | ---------------- |  | ------- | - |  |  | ------- | - |  | ------- | - | -
|                                                                                                                               |  | Preferred
  Stock |   | Common
  Stock |  | Additional
  Paid-in
  Capital |   | Retained
  Earnings |         | Accumulated
  Other
  Comprehensive
  Income (Loss) |  | Unearned
  Compensation |   | Treasury
  Stock |  | Total   |  
|                                                                                                                               |  |                   |   |                |  |                                |   |                     |         |                                                     |  |                         |   |                  |  |         |   |  |  |         |   |  |         |   |  
|Balance at
  December 31, 2003                                                                                                 |  | $                 | - |                |  | 44,567                         |   |                     | 122,444 |                                                     |  | 132,082                 |   |                  |  | (2,812  | ) |  |  | (12,275 | ) |  | (34,289 | ) | $
|Net earnings for
  the three months ended March 31, 2004                                                                       |  |                   | - |                |  | -                              |   |                     | -       |                                                     |  | 13,307                  |   |                  |  | -       |   |  |  | -       |   |  | -       |   |  
|Change in
  unrealized gain on available-for-sale securities                                                                   |  |                   | - |                |  | -                              |   |                     | -       |                                                     |  | -                       |   |                  |  | 4,054   |   |  |  | -       |   |  | -       |   |  
|                                                                                                                               |  |                   |   |                |  |                                |   |                     |         |                                                     |  |                         |   |                  |  |         |   |  |  |         |   |  |         |   |  
|Total
  comprehensive income for the three months ended March 31, 2004                                                         |  |                   | - |                |  | -                              |   |                     | -       |                                                     |  | 13,307                  |   |                  |  | 4,054   |   |  |  | -       |   |  | -       |   |  
|Exercise of
  201,622 stock options                                                                                            |  |                   | - |                |  | 202                            |   |                     | 1,247   |                                                     |  | -                       |   |                  |  | -       |   |  |  | -       |   |  | -       |   |  
|Tax benefit of
  exercise of stock options                                                                                     |  |                   | - |                |  | -                              |   |                     | 381     |                                                     |  | -                       |   |                  |  | -       |   |  |  | -       |   |  | -       |   |  
|Allocation of
  75,000 shares held by Employee Stock Ownership Plan                                                            |  |                   | - |                |  | -                              |   |                     | 906     |                                                     |  | -                       |   |                  |  | -       |   |  |  | 849     |   |  | -       |   |  
|Recognition of
  equity compensation                                                                                           |  |                   | - |                |  | -                              |   |                     | 560     |                                                     |  | -                       |   |                  |  | -       |   |  |  | 54      |   |  | -       |   |  
|Dividends paid
  ($0.03 per common share)                                                                                      |  |                   | - |                |  | -                              |   |                     | -       |                                                     |  | (1,195                  | ) |                  |  | -       |   |  |  | -       |   |  | -       |   |  
|                                                                                                                               |  |                   |   |                |  |                                |   |                     |         |                                                     |  |                         |   |                  |  |         |   |  |  |         |   |  |         |   |  
|Balance at March
  31, 2004                                                                                                    |  | $                 | - |                |  | 44,769                         |   |                     | 125,538 |                                                     |  | 144,194                 |   |                  |  | 1,242   |   |  |  | (11,372 | ) |  | (34,289 | ) | $
|                                                                                                                               |  |                   |   |                |  |                                |   |                     |         |                                                     |  |                         |   |                  |  |         |   |  |  |         |   |  |         |   |  
|                                                                                                                               |  |                   |   |                |  |                                |   |                     |         |                                                     |  |                         |   |                  |  |         |   |  |  |         |   |  |         |   |  
|Balance at
  December 31, 2004                                                                                                 |  | $                 | - |                |  | 45,011                         |   |                     | 129,381 |                                                     |  | 146,360                 |   |                  |  | (6,007  | ) |  |  | (10,072 | ) |  | (34,289 | ) | $
|Net earnings for
  the three months ended March 31, 2005                                                                       |  |                   | - |                |  | -                              |   |                     | -       |                                                     |  | 8,123                   |   |                  |  | -       |   |  |  | -       |   |  | -       |   |  
|Amortization of
  unrealized loss on investment securities transferred from available-for-sale
  to held-to-maturity portfolio |  |                   |   |                |  |                                |   |                     |         |                                                     |  |                         |   |                  |  | 79      |   |  |  |         |   |  |         |   |  
|Unrealized gain
  on derivative financial instruments                                                                          |  |                   |   |                |  |                                |   |                     |         |                                                     |  |                         |   |                  |  | (3,100  | ) |  |  |         |   |  |         |   |  
|Change in
  unrealized loss on available-for-sale securities                                                                   |  |                   | - |                |  | -                              |   |                     | -       |                                                     |  | -                       |   |                  |  | (3,469  | ) |  |  | -       |   |  | -       |   |  
|                                                                                                                               |  |                   |   |                |  |                                |   |                     |         |                                                     |  |                         |   |                  |  |         |   |  |  |         |   |  |         |   |  
|Total
  comprehensive income for the three months ended March 31, 2005                                                         |  |                   | - |                |  | -                              |   |                     | -       |                                                     |  | 8,123                   |   |                  |  | (6,490  | ) |  |  | -       |   |  | -       |   |  
|Exercise of
  42,153 stock options                                                                                             |  |                   | - |                |  | 42                             |   |                     | 246     |                                                     |  | -                       |   |                  |  | -       |   |  |  | -       |   |  | -       |   |  
|Tax benefit of
  exercise of stock options                                                                                     |  |                   | - |                |  | -                              |   |                     | 56      |                                                     |  | -                       |   |                  |  | -       |   |  |  | -       |   |  | -       |   |  
|Acquisition of
  766,114 shares of treasury stock                                                                              |  |                   | - |                |  | -                              |   |                     | -       |                                                     |  | -                       |   |                  |  | -       |   |  |  | -       |   |  | (10,995 | ) |  
|Issuance of
  restricted stock grants                                                                                          |  |                   | - |                |  | 160                            |   |                     | 2,164   |                                                     |  | -                       |   |                  |  | -       |   |  |  | (2,324  | ) |  | -       |   |  
|Recognition of
  equity compensation                                                                                           |  |                   | - |                |  | (13                            | ) |                     | (165    | )                                                   |  | -                       |   |                  |  | -       |   |  |  | 312     |   |  | -       |   |  
|Dividends paid
  ($0.03 per common share)                                                                                      |  |                   | - |                |  | -                              |   |                     | -       |                                                     |  | (1,206                  | ) |                  |  | -       |   |  |  | -       |   |  | -       |   |  
|                                                                                                                               |  |                   |   |                |  |                                |   |                     |         |                                                     |  |                         |   |                  |  |         |   |  |  |         |   |  |         |   |  
|Balance at March
  31, 2005                                                                                                    |  | $                 | - |                |  | 45,200                         |   |                     | 131,682 |                                                     |  | 153,277                 |   |                  |  | (12,497 | ) |  |  | (12,084 | ) |  | (45,284 | ) | $
|                                                                                                                               |  |                   |   |                |  |                                |   |                     |         |                                                     |  |                         |   |                  |  |         |   |  |  |         |   |  |         |   |  

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, 2005 and 2004

(Amounts
in thousands) 
(Unaudited)

|                                                                                                |  |                  |   |                  |   |  |  |   |          |   | 
|----------------------------------------------------------------------------------------------- |  | ---------------- | - | ---------------- | - |  |  | - | -------- | - | 
|                                                                                                |  | March
  31, 2005 |   | March
  31, 2004 |  
|                                                                                                |  |                  |   |                  |  
|Cash flows from operating activities:                                                           |  |                  |   |                  |   |  | 
|Net earnings                                                                                    |  |                  | $ | 8,123            |   |  |  | $ | 13,307   |   | 
|Loss from
  discontinued operations                                                             |  |                  |   | -                |   |  |  |   | 551      |   | 
|Adjustments to reconcile net earnings to net cash
  provided by (used in) operating activities: |  |                  |   |                  |   |  |  |   |          |   | 
|Provision for
  loan losses                                                                     |  |                  |   | 1,252            |   |  |  |   | 2,864    |   | 
|Allocation of
  ESOP Shares                                                                     |  |                  |   | -                |   |  |  |   | 1,755    |   | 
|Non-cash
  compensation expense                                                                 |  |                  |   | 217              |   |  |  |   | 1,107    |   | 
|(Gain) loss on
  sales of securities                                                            |  |                  |   | 180              |   |  |  |   | (101     | ) | 
|Gain on sale of
  branches                                                                      |  |                  |   | -                |   |  |  |   | (16,953  | ) | 
|Amortization of
  investment securities premiums, net of accretion                             |  |                  |   | 444              |   |  |  |   | 560      |   | 
|Depreciation and
  amortization                                                                 |  |                  |   | 1,959            |   |  |  |   | 1,755    |   | 
|Gain on sale of
  mortgage loans held for sale                                                  |  |                  |   | (208             | ) |  |  |   | (387     | ) | 
|Increase in cash
  surrender value of bank owned life insurance                                 |  |                  |   | (934             | ) |  |  |   | (1,029   | ) | 
|Net decrease in
  trading securities                                                            |  |                  |   | 1,469            |   |  |  |   | 6,377    |   | 
|Proceeds from
  sale of loans held for sale                                                     |  |                  |   | 20,915           |   |  |  |   | 35,352   |   | 
|Origination of
  loans held for sale, net of repayments                                         |  |                  |   | (21,790          | ) |  |  |   | (35,440  | ) | 
|Other changes:                                                                                  |  |                  |   |                  |   |  |  |   |          |   | 
|Accrued interest
  receivable and other assets                                                  |  |                  |   | 106              |   |  |  |   | 3,045    |   | 
|Accrued interest
  payable and other liabilities                                                |  |                  |   | 15,333           |   |  |  |   | (2,558   | ) | 
|Net change in
  operating activities of discontinued operations                                 |  |                  |   | -                |   |  |  |   | 3,826    |   | 
|                                                                                                |  |                  |   |                  |   |  |  |   |          |   | 
|Net cash
  provided by operating activities                                                     |  |                  | $ | 27,066           |   |  |  | $ | 14,031   |   | 
|                                                                                                |  |                  |   |                  |   |  |  |   |          |   | 
|                                                                                                |  |                  |   |                  |   |  |  |   |          |   | 
|Cash flows from investing activities:                                                           |  |                  |   |                  |   |  |  |   |          |   | 
|Net increase in
  loans                                                                         |  |                  | $ | (102,974         | ) |  |  | $ | (248,008 | ) | 
|Principal
  collections and proceeds from sales and maturities of available-for-sale securities |  |                  |   | 1,409            |   |  |  |   | 162,022  |   | 
|Purchases of
  available-for-sale securities                                                    |  |                  |   | (285             | ) |  |  |   | (222,966 | ) | 
|Principal
  collections and proceeds from sales and maturities of held-to-maturity securities   |  |                  |   | 8,465            |   |  |  |   | 3,515    |   | 
|Purchases of
  held-to-maturity securities                                                      |  |                  |   | -                |   |  |  |   | (46,030  | ) | 
|Net additions to
  premises and equipment                                                       |  |                  |   | (2,965           | ) |  |  |   | (5,487   | ) | 
|Net decrease in
  assets held for sale                                                          |  |                  |   | 10,794           |   |  |  |   | 204,973  |   | 
|Net decrease in
  liabilities held for sale                                                     |  |                  |   | (23,370          | ) |  |  |   | (347,169 | ) | 
|Cash paid in
  branch sales, net of cash received                                               |  |                  |   | -                |   |  |  |   | (141,985 | ) | 
|                                                                                                |  |                  |   |                  |   |  |  |   |          |   | 
|Net cash used in
  investing activities                                                         |  |                  | $ | (108,926         | ) |  |  | $ | (641,135 | ) | 
|                                                                                                |  |                  |   |                  |   |  |  |   |          |   | 
|                                                                                                |  |                  |   |                  |   |  |  |   |          |   | 
|Cash flows from financing activities:                                                           |  |                  |   |                  |   |  |  |   |          |   | 
|Increase in
  deposits                                                                          |  |                  | $ | 81,254           |   |  |  | $ | 608,825  |   | 
|Net decrease
  (increase) in short-term borrowings                                              |  |                  |   | 34,624           |   |  |  |   | (2,143   | ) | 
|(Payments)
  proceeds from FHLB and long-term borrowings                                        |  |                  |   | (59,381          | ) |  |  |   | 49,819   |   | 
|Proceeds from
  issuance of common stock                                                        |  |                  |   | 288              |   |  |  |   | 1,449    |   | 
|Tax benefit of
  issuance of common stock                                                       |  |                  |   | 56               |   |  |  |   | 381      |   | 
|Purchase of
  treasury stock                                                                    |  |                  |   | (10,995          | ) |  |  |   | -        |   | 
|Dividends paid                                                                                  |  |                  |   | (1,206           | ) |  |  |   | (1,195   | ) | 
|                                                                                                |  |                  |   |                  |   |  |  |   |          |   | 
|Net cash
  provided by financing activities                                                     |  |                  |   | 44,640           |   |  |  |   | 657,136  |   | 
|                                                                                                |  |                  |   |                  |   |  |  |   |          |   | 
|                                                                                                |  |                  |   |                  |   |  |  |   |          |   | 
|(Decrease)
  increase in cash and cash equivalents                                              |  |                  |   | (37,220          | ) |  |  |   | 30,032   |   | 
|Cash and cash
  equivalents, beginning of period                                                |  |                  |   | 108,297          |   |  |  |   | 117,102  |   | 
|                                                                                                |  |                  |   |                  |   |  |  |   |          |   | 
|Cash and cash
  equivalents, end of period                                                      |  |                  | $ | 71,077           |   |  |  | $ | 147,134  |   | 
|                                                                                                |  |                  |   |                  |   |  |  |   |          |   | 
|                                                                                                |  |                  |   |                  |   |  |  |   |          |   | 
|Supplemental disclosure of cash flow information:                                               |  |                  |   |                  |   |  |  |   |          |   | 
|Cash paid for
  interest                                                                        |  |                  | $ | 26,956           |   |  |  | $ | 20,523   |   | 
|Cash paid
  (received) for income taxes                                                         |  |                  |   | (65              | ) |  |  |   | 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 and do not include all of the information
and footnotes required by generally accepted accounting standards in the United
States (GAAP) for complete financial statements. The consolidated financial
statements should be read in conjunction with the audited financial statements
included in the Companys 2004 Annual Report on Form 10-K/A, filed with the Securities
and Exchange Commission on March 24, 2005 (the 2004 Annual Report). Certain
reclassifications have been made to the fiscal 2004 consolidated financial
statements in order to conform to the fiscal 2005 presentation. The
consolidated financial statements include the accounts of Gold Banc
Corporation, Inc. and its subsidiary bank and companies. All significant
inter-company balances and transactions have been eliminated.

The
Consolidated Balance Sheets as of March 31, 2005 and December 31, 2004 and the
Consolidated Statements of Earnings, Stockholders Equity and Comprehensive
Income and Cash Flows as of and for the three months ended March 31, 2005 and
2004 are unaudited but include all adjustments (consisting only of normal
recurring adjustments) which the Company considers necessary for a fair
presentation of the Companys financial position and results of operations and
cash flows for those periods. In preparing the financial statements, management
is required to make estimates and assumptions that affect the reported amounts
of assets and liabilities as of the date of the balance sheet and revenues and
expenses for the period.Material estimates that are particularly susceptible to
significant change in the near term relate to the allowance for loan losses.The
consolidated statements of earnings for the three months ended March 31, 2005
is not necessarily indicative of the results to be expected for the entire
year.

|   |                                                      
|-- | -----------------------------------------------------
|2. | Impact of Recently Issued
  Accounting Pronouncements

On
December 16, 2004, The Financial Accounting Standards Board (FASB) published
Statement of Financial Accounting Standard No. 123 (revised 2004), Share-Based
Payment (SFAS 123R), requiring that the compensation cost relating to
share-based payment transactions be recognized in financial statements as an
expense. On April 14, 2005, the Securities Exchange Commission (SEC) adopted a
new rule that amended the implementation dates to allow implementation of SFAS
123R at the beginning of companies next fiscal year, instead of the next
reporting period, that begins after June 15, 2005. The Company will implement
this new standard for the quarter ended March 31, 2006, in accordance with its
requirements.The Company cannot currently quantify with precision the effect that
this standard would have on the financial position or results of operations in
the future, except that the Company likely will recognize a greater expense for
any awards that are granted in the future versus using the current guidance.
The SECs new rule does not change the accounting required by SFAS 123R; it
changes only the dates for compliance with the standard.

|   |                          
|-- | -------------------------
|3. | 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. The shares used in the calculation of basic and diluted income per
share for the three months ended March 31, 2005 and, 2004 are shown below (in
thousands):

7

---



|                                                             |  |                        |        |      |  |        |  
|------------------------------------------------------------ |  | ---------------------- | ------ | ---- |  | ------ | -
|                                                             |  | For the
  three months |       
|                                                             |  | ended                  |       
|                                                             |  | March
  31             |       
|                                                             |  |                        |       
|                                                             |  | 2005                   |        | 2004 | 
|                                                             |  |                        |        |      | 
|Weighted average common shares outstanding  basic           |  |                        | 39,833 |      |  | 39,792 |  
|                                                             |  |                        |        |      |  |        |  
|Unallocated ESOP Shares                                      |  |                        | (1,089 | )    |  | (1,331 | )
|                                                             |  |                        |        |      |  |        |  
|                                                             |  |                        |        |      |  |        |  
|Total basic weighted average common shares
  outstanding     |  |                        | 38,744 |      |  | 38,461 |  
|                                                             |  |                        |        |      |  |        |  
|Stock options and unvested restricted stock                  |  |                        | 510    |      |  | 413    |  
|                                                             |  |                        |        |      |  |        |  
|                                                             |  |                        |        |      |  |        |  
|Total weighted average common shares outstanding 
  diluted |  |                        | 39,254 |      |  | 38,874 |  
|                                                             |  |                        |        |      |  |        |  

The
Company accounts 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 Statement of
Financial Accounting Standards No. 123, Accounting for Stock Based
Compensation, (SFAS 123) had been applied. SFAS 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 123, the Companys net income and net income per
share would have decreased as reflected in the following pro-forma amounts (in
thousands, except per share amounts):

|                                                                                                                                 |  |                              |   |                  |   |  |  |   |        |   | 
|-------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | - | ---------------- | - |  |  | - | ------ | - | 
|                                                                                                                                 |  | For the
  three months ended |  
|                                                                                                                                 |  | March
  31, 2005             |   | March
  31, 2004 |  
|                                                                                                                                 |  |                              |   |                  |  
|Net earnings as reported                                                                                                         |  |                              | $ | 8,123            |   |  |  | $ | 13,307 |   | 
|Add: Stock-based
  compensation included in reported net income, net of related tax effects                                      |  |                              | $ | 66               |   |  |  |   | 719    |   | 
|Deduct: Total
  stock based employee compensation expense determined under fair valued based
  method for all awards, net of tax |  |                              |   | (159             | ) |  |  |   | (936   | ) | 
|                                                                                                                                 |  |                              |   |                  |   |  |  |   |        |   | 
|Pro forma net
  earnings                                                                                                         |  |                              | $ | 8,030            |   |  |  | $ | 13,090 |   | 
|                                                                                                                                 |  |                              |   |                  |   |  |  |   |        |   | 
|Earnings per share:                                                                                                              |  |                              |   |                  |   |  |  |   |        |   | 
|Basic-as
  reported                                                                                                              |  |                              | $ | 0.21             |   |  |  | $ | 0.34   |   | 
|Basic-pro forma                                                                                                                  |  |                              |   | 0.21             |   |  |  |   | 0.34   |   | 
|Diluted-as
  reported                                                                                                            |  |                              |   | 0.21             |   |  |  |   | 0.34   |   | 
|Diluted-pro
  forma                                                                                                              |  |                              |   | 0.20             |   |  |  |   | 0.34   |   | 

|   |                 
|-- | ----------------
|4. | Stock Repurchase

On
October 21, 2004, the board of directors authorized the expenditure of up to
$12.0 million for the repurchase of its outstanding common stock from time to
time during the next twelve months in open market purchases and private
transactions subject to market conditions, and as permitted by securities laws and
other legal requirements.On April 18, 2005, the board of directors authorized
an additional expenditure of up to $20.0 million for the repurchase of its
outstanding common stock.During the quarter ended March 31, 2005, 766,114
shares of stock have been repurchased at a total cost of $10,994,465.

8

---



|   |                       
|-- | ----------------------
|5. | Restricted Stock Grant

On
January 19, 2005, the Company granted 159,900 shares of restricted stock and
106,600 restricted stock units pursuant to the Companys stock option plan. The
restricted stock and restricted stock units vest at the end of three years from
the date of grant provided continued employment with the Company during this
period.

|   |                               
|-- | ------------------------------
|6. | Intangible Assets and Goodwill

The
following table presents information about the Companys intangible assets,
which are being amortized in accordance with SFAS No. 142, Goodwill and Other
Intangible Assets.



|                                                            |  |                  |       |                 |  |          |       |              |  |   |       |  | 
|----------------------------------------------------------- |  | ---------------- | ----- | --------------- |  | -------- | ----- | ------------ |  | - | ----- |  | 
|                                                            |  | March
  31, 2005 |       | March31,
  2004 | 
|                                                            |  |                  |       |                 | 
|                                                            |  | Gross            |       |                 |  |          | Gross |              |  |   |      
|                                                            |  | Carrying         |       | Accumulated     |  | Carrying |       | Accumulated  | 
|                                                            |  | Amount           |       | Amortization    |  | Amount   |       | Amortization | 
|                                                            |  |                  |       |                 |  |          |       |              | 
|                                                            |  | (In
  thousands) |      
|Amortized intangible assets:                                |  |                  |       |                 |  |          |       |              |  |   |       |  | 
|Core deposit
  premium                                      |  | $                | 7,508 |                 |  | $        | 2,360 |              |  | $ | 7,508 |  | 
|Aggregate amortization expense for the three months
  ended |  |                  |       |                 |  | $        | 188   |              |  |   |       |  | 

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

|     |  |   |     | 
|---- |  | - | --- | 
|2005 |  | $ | 751 | 
|2006 |  | $ | 751 | 
|2007 |  | $ | 751 | 
|2008 |  | $ | 751 | 
|2009 |  | $ | 751 | 

Goodwill
from continuing operations at March 31, 2005 was $30.5 million, which is the
same amount as at December 31, 2004. There was no impairment to goodwill from
continuing operations recorded for the three months ended March 31, 2005 or
2004.Goodwill was reduced by $0.6 million for the first three months of 2004 as
a result of selling eight branches of the bank during the quarter.

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 $0.8 million 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 $0.2 million was written off in the first quarter of
2004. The Company sold CompuNet on February 4, 2004.

|   |                     
|-- | --------------------
|7. | Comprehensive Income

Comprehensive
income was $1.6 million and $17.4 million for the three months ended March 31,
2005 and March 31, 2004, 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, 2005 and March 31, 2004, the
Company recorded reclassification adjustments of $0.1 million and $0.1 million,
respectively, associated with gains and losses included in net earnings for
such periods.

9

---



|   |                                                         
|-- | --------------------------------------------------------
|8. | Mergers, Acquisitions, Dispositions
  and Consolidations

Pursuant
to the Companys strategy to increase its presence in higher growth
metropolitan areas, most rural branches have been sold, and the Company
redeployed its capital to acquire deposits in metropolitan areas.The Company
believes that the transactions described below will have a positive impact on
its business, capital and liquidity.

Sale of Seven Gold Bank-Kansas branches. On
September 16, 2003, the Company announced that it 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.Total property, plant and equipment
net of accumulated depreciation was $3.8 million.In addition, goodwill of $0.6
million was allocated to these branches.In connection with the sale of these
branches, the Company 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 of
its branch location in Elkhart, Kansas to ColoEast Bankshares. The sale of this
Gold Bank-Oklahoma 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.Total property,
plant and equipment net of accumulated depreciation was $0.3 million.In
connection with the sale of this branch, the Company recorded a gain of
approximately $0.9 million.

Sale of CompuNet Engineering On January 15,
2004, the Company entered
into a letter of understanding for the sale of its wholly-owned subsidiary,
CompuNet Engineering, which provided information technology, e-commerce
services and networking solutions for banks and other businesses, including the
design, implementation and administration of local and wide area networks.This
sale was made to Computer Source, Inc. and closed on February 4, 2004.The
financial after-tax impact of CompuNet operations in 2004 until the sale resulted
in a loss from discontinued operations of $0.6 million.

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

Sale of Weatherford, Geary and Cordell, Oklahoma
branches. On February 13, 2004, Gold Bank-Oklahoma
entered into an agreement for the sale of its branch locations in Weatherford,
Geary and Cordell, Oklahoma to Bank of Western Oklahoma of Elk City. The sale
of these Gold Bank-Oklahoma branches closed on May 7, 2004. As of the date of
closing, the deposits and loans of these Gold Bank-Oklahoma branches were
approximately $63.0 million and $18.6 million, respectively.In connection with the
sale of these branches, the Company recorded a gain of approximately $3.6
million.

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.In May 2004, Gold Bank-Kansas received approval of
its application, and the merger was consummated on August 31, 2004.

Sale of Five Gold Bank branches. On
January 12, 2005, Gold Bank entered into an agreement for the sale of five
branch locations in Oklahoma. The deposits and loans of these Gold Bank
branches were approximately $326.8 million and $373.6 million, respectively, as
of March 31, 2005.Total property, plant and equipment net of accumulated
depreciation was $4.1 million.Such are shown as assets and liabilities held for
sale as of March 31, 2005 and December 31, 2004.The sale of these branches is
expected to close in the second quarter of 2005 with an expected approximate
pre-tax gain of $36.6 million.

10

---



|   |                       
|-- | ----------------------
|9. | Derivative Instruments

The
Company utilizes derivative financial instruments as part of its overall
interest rate sensitivity management strategy to mitigate exposure to interest
rate risk. The Company entered into three interest rate swap agreements
implemented during 2002 with an aggregate notional amount of $82.5 million. Two
of these swaps were called in 2003 leaving $37.6 million outstanding during
2004. The interest rate swaps are derivative financial instruments and were
designated as fair value hedges of subordinated debentures. The remaining swap
had a notional amount equal to the outstanding principal amount of the related
subordinated debentures, together with the same payment dates, maturity date
and call provisions as the related subordinated debentures.Under this swap, the
Company paid interest at a variable rate equal to a spread over 90-day LIBOR,
adjusted quarterly, and the Company received a fixed rate equal to the interest
that it was obligated to pay on the related subordinated debentures. The
remaining swap for $37.6 million was called by the counter-party and terminated
on November 1, 2004. Under this swap agreement, no payments were due between
the parties and the Company recognized no gain or loss when it was called in
2004.

In
August 2003, the Company 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. These interest rate swaps are derivative financial instruments and
were designated as fair value hedges of the FHLB borrowings. Each swap had a
notional amount equal to the outstanding principal amount of the related FHLB
borrowings, together with the same payment dates, maturity dates and call
provisions as the related FHLB borrowings. Under each of the swaps, the Company
paid interest at a variable rate equal to a spread over 30-day LIBOR, adjusted
monthly, and the Company received a fixed rate equal to the interest that it
was obligated to pay on the related FHLB borrowings. As a result of the
issuance of Statement 133 Issue G25, Cash Flow Hedges: Using the
First-Payments-Received Technique in Hedging the Variable Interest Payments on
a Group of Non-Benchmark-Rate-Based Loans (G25) in July 2004, the Company
opted to terminate these fair value hedges on November 30, 2004, for new cash
flow hedges of pools of prime-based loans (discussed below) permitted under
G25. As a result of the termination of these hedges, a cash payment of $5.4 million
was made during the three months ended December 31, 2004 to the counterparty.

On
December 1, 2004, the Company entered into three interest rate swap agreements
with an aggregate notional amount of $190 million for the purpose of
effectively converting variable-rate prime-based loans interest streams into
fixed-rate interest streams. Pools of prime-based loans have been designated
under the swaps, the principal amount of these pools corresponding to the
hedged transactions equal to 102% of the notional amount of the swaps. The
formula for computing net settlements under the swaps is the same for each net
settlement; that is, the fixed rate is the same throughout the term of the swap
and the variable rate is the prime rate. The re-pricing dates of the swaps
match those of the variable-rate assets on which the hedged transactions are
based.These interest rate swaps are derivative financial instruments and have
been designated as cash flow hedges of prime-based pools of loans. The first
swap has a notional value of $60 million and will effectively fix the Companys
interest rate at 6.841% plus the credit spread over Prime, if any, with a
maturity date of December 2009. The second swap has a notional value of $60
million and will effectively fix the Companys interest rate at 7.0% plus the
credit spread over Prime, if any, with a maturity date of December 2010. The
third swap has a notional value of $70 million and will effectively fix the
Companys interest rate at 7.14% plus the credit spread over Prime, if any,
with a maturity date of December 2011.

During
the three months ended March 31, 2005, the Company received net cash flows of
$0.8 million from the seven prime based pools related cash value swaps that
were recorded in interest on loans. No losses were recognized in earnings on
the cash flow hedges due to hedging ineffectiveness during the three months
ended March 31, 2005.

During
the three months ended March 31, 2004, the Company received net cash flows of
$0.5 million under the subordinated debenture related swap, and $1.1 million on
the FHLB related swaps, which were recorded as a $1.6 million reduction of
interest expense on borrowings. $0.4 million was recorded in earnings as a loss
due to hedging ineffectiveness during the three months ended March 31, 2004.

11

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Derivative
financial instruments held by the Company for purposes of managing interest
rate risk are summarized as follows:

|                    |  |                        |         |                     |  |          |  |          |         |  |  |       | 
|------------------- |  | ---------------------- | ------- | ------------------- |  | -------- |  | -------- | ------- |  |  | ----- | 
|                    |  |                        |        
|                    |  | March
  31, 2005       |         | December
  31, 2004 | 
|                    |  |                        |         |                     | 
|                    |  | Notional               |         | Credit              |  | Notional |  | Credit   |        
|                    |  | Amount                 |         | exposure            |  | Amount   |  | exposure |        
|                    |  |                        |         |                     |  |          |  |          |        
|                    |  | (Dollars in thousands) |        
|Interest rate swaps |  | $                      | 190,000 |                     |  | 3,543    |  | $        | 190,000 |  |  | 1,300 | 

The
notional amounts of derivative financial instruments do not represent amounts
exchanged by the parties and, therefore, are not a measure of the Companys
credit exposure through its use of these instruments. The credit exposure
represents the accounting loss the Company would incur in the event the
counterparties failed completely to perform according to the terms of the
derivative financial instruments and the collateral held to support the credit
exposure was of no value.

|    |                                                    
|--- | ---------------------------------------------------
|10. | Financial Instruments with
  Off-Balance-Sheet Risk

Financial
instruments that represent off-balance-sheet credit risk consist of open
commitments to extend credit, irrevocable letters of credit, and loans sold
with recourse.Open commitments to extend credit and irrevocable letters of
credit amounted to approximately $1.210 billion at March 31, 2005. Such
agreements require the Company to lend to a customer as long as there is no
violation of any condition established in the contract. Commitments generally
have fixed expiration dates or other termination clauses. Since many of the
commitments are expected to expire without being fully drawn upon, the total
commitment amounts do not necessarily represent future cash requirements. The
Company evaluates each customers creditworthiness on a case-by-case basis. The
amount of collateral obtained (if deemed necessary by the Company upon
extension of credit) is based on managements credit evaluation of the
customer. Collateral held varies, but may include accounts receivable,
inventory, property, plant, equipment, and income-producing commercial
properties.The Company has also contingently guaranteed $92.4 million in
letters of credit issued through the FHLB.These letters of credit are
collateralized with securities owned by the Company.

The
Company processes residential home mortgage loans for sale in the secondary
market. In conjunction with the sale of such loans, the Company has entered
into agreements with the purchasers of the loans, setting forth certain
provisions. Among those provisions is the right of the purchaser to return the
loans to the Company in the event the borrower defaults within a stated period.
This period ranges among the various purchasers from between one to twelve
months. The Companys exposure to credit loss in the event of default by the
borrower and the return of the loan by the purchaser is represented by the
difference in the amount of the loan and the recovery value of the underlying
collateral.

At
March 31, 2005, a liability in the amount of $0.6 million, representing the
carrying value of the guarantee obligations associated with standby letters of
credit (included in the above total of open commitments), was recorded in
accordance with FASB Interpretation No. 45, Guarantors Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others, that requires recognition of the fair value of the
liability related to the guarantee issued under standby letters of credit. This
amount will be accreted into earnings over the life of the commitments. The
contractual amount of these letters of credit, which represents the maximum
potential future payments guaranteed by the Company, was $94.3 million at March
31, 2005.

|    |                   
|--- | ------------------
|11. | Loss Contingencies

In
the ordinary course of business, various commitments and contingent liabilities
are outstanding which are not reflected in the accompanying consolidated
balance sheets. Management does not expect any material losses to result from
these matters.

In
the ordinary course of business, the Company and its subsidiaries are routinely
defendants in or parties to a number of pending and potential legal actions,
including actions brought on behalf of various classes of

12

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claimants, and regulatory matters. The Company is
named as a defendant in lawsuits related to Farm Service Agency loans.Claims
for significant monetary damages are asserted in certain of these actions and
proceedings. Due to the inherent difficulty of predicting the outcome of such
matters, the Company cannot ascertain what the eventual outcome of these
matters will be; however, based on current knowledge and after consultation
with legal counsel, the Company does not believe that judgments or settlements,
if any, arising from pending or potential legal actions or regulatory matters,
either individually or in the aggregate, will have a material adverse effect on
the consolidated financial position or liquidity of the Company although they
could have a material effect on net income for a given period. The Company
intends to defend itself vigorously against all of the claims asserted in these
matters.Accordingly, no accrual for a loss contingency on this litigation has
been made in the Companys consolidated financial statements, as the Company is
unable to reasonably estimate a loss or range of potential loss.

13

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|        |                                                                                        
|------- | ---------------------------------------------------------------------------------------
|ITEM 2: | MANAGEMENTS
  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The
following financial review presents managements discussion and analysis of our
consolidated financial condition and results of operations.This review
highlights the major factors affecting results of operations and any
significant changes in financial condition for the three-month period ended
March 31, 2005. This review should be read in conjunction with the consolidated
financial statements and related notes appearing elsewhere in this report as
well as our 2004 Annual Report on Form 10-K/A (the 2004 Annual Report).
Results of operations for the three-month periods ended March 31, 2005 are not
necessarily indicative of results to be attained for any other period.

Written
Agreement

We
were party to a Written Agreement dated August 26, 2003, with the Kansas Office
of the State Bank Commissioner and the Federal Reserve Bank of Kansas City.As
of April 20, 2005, the Federal Reserve Bank of Kansas City and the Kansas
Office of the State Bank Commissioner have lifted their August 26, 2003 Written
Agreement with the Company and Gold Bank, effective April 19, 2005. In late
2004, federal and state bank examiners conducted a comprehensive examination of
our bank. Based upon such examination, the regulators were satisfied with the
condition of our bank and concluded that we were in substantial compliance with
the terms of our Written Agreement. The regulators then lifted the Written
Agreement effective April 20, 2005 based on improvements in the banks risk
management practices and after they had concluded that we had completed the
tasks required by the Written Agreement.

Selected
Financial Data

The
following table sets forth certain financial data for the three-month periods
ended March 31, 2005 and March 31, 2004 (dollars in thousands, except per share
amounts):

|                                      |  |                      |       |      |   |        |  
|------------------------------------- |  | -------------------- | ----- | ---- | - | ------ | -
|                                      |  | Three
  Months Ended |      
|                                      |  | March
  31,          |      
|                                      |  |                      |      
|                                      |  | 2005                 |       | 2004 |  
|                                      |  |                      |       |      |  
|Net Earnings                          |  | $                    | 8,123 |      | $ | 13,307 |  
|                                      |  |                      |       |      |   |        |  
|Net Earnings Per Share (diluted)      |  | $                    | 0.21  |      | $ | 0.34   |  
|                                      |  |                      |       |      |   |        |  
|Return on Average Assets (annualized) |  |                      | 0.75  | %    |   | 1.24   | %
|                                      |  |                      |       |      |   |        |  
|Return on Equity (annualized)         |  |                      | 12.25 | %    |   | 20.36  | %
|                                      |  |                      |       |      |   |        |  
|Ratio of Dividend to Net Earnings     |  |                      | 14.84 | %    |   | 8.98   | %

|                                              |  |                |  |                |   |  |  |  |      |   | 
|--------------------------------------------- |  | -------------- |  | -------------- | - |  |  |  | ---- | - | 
|                                              |  | At
  March 31, |  | At
  March 31, |  
|                                              |  | 2005           |  | 2004           |  
|                                              |  |                |  |                |  
|                                              |  |                |  |                |   |  | 
|Ratio of Stockholders equity to total assets |  |                |  | 5.95           | % |  |  |  | 6.29 | % | 

14

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Results
of Operations

Net
Interest Income

Total
interest income for the three months ended March 31, 2005 was $57.0 million
compared to $50.5 million for the three months ended March 31, 2004, an
increase of $6.5 million. This increase resulted from a $1.4 million decrease
in investment security interest, which was more than offset by a $7.7 million
increase in loan interest.  Average
loans (including loans held for sale) increased to $3.2 billion for the three
months ended March 31, 2005 compared to $2.9 billion for the three months ended
March 31, 2004, a 7.4% increase. This increase in loans resulted from
significant loan activity in our Kansas City and Florida markets.  For the three months ended March 31, 2005,
our average rate on a tax-equivalent basis for earning assets was 5.61%, an
increase from 5.07% for the three months ended March 31, 2004.  The increase in the average rate on earning
assets primarily resulted from the increase in the prime rate that we charge to
borrowers, as well as an increase in the average yield on our investment securities
portfolio.

Average
earning assets were $4.1 billion for the three months ended March 31, 2005
compared with $4.0 billion for the three months ended March 31, 2004.  The increase in average earning assets is
attributable to our increase in loans.

Total
interest expense for the three months ended March 31, 2005 was $26.7 million, a
$4.7 million, or 21.6%, increase over the three months ended March 31, 2004.
The increase was primarily due to a $3.2 million increase in interest on deposits
and a $1.5 million increase in interest on borrowings. For the three months
ended March 31, 2005, our average cost of funds was 2.90%, an increase from
2.39% for the three months ended March 31, 2004.  The increase in the average cost of funds primarily relates to
the increased rates paid on deposits, as well as the increase in interest
expense associated with our FHLB borrowings.

Net
interest income was $30.3 million for the three months ended March 31, 2005,
compared to $28.5 million for the same period in 2004, an increase of
6.2%.  Our net interest margin increased
from 2.89% for the three months ended March 31, 2004 to 2.99% for the three
months ended March 31, 2005 on a tax-equivalent basis.    The increase in net interest income and
the increase in net interest margin was the result of the significant increase
in the average balance of loans, which earn a greater rate of interest than
investments and other assets.  For the
three months ended March 31, 2005 compared to the three months ended March 31,
2004, average interest bearing liabilities increased $62.1 million compared to
an increase of $93.3 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 of loans
greater than the increase in 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
64% of our total assets as of March 31, 2005. 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 $32.3 million and $32.1 million at March 31,
2005 and December 31, 2004, respectively, and represented 1.01% and 1.03% of
total loans at each date. The provision for loan losses for the three months
ended March 31, 2005 was $1.3 million compared to $2.9 million for the three
months ended March 31, 2004.  The
decrease in the provision for loan losses for the current quarter from a year
ago was the result of additional provision judged by management to be necessary
on the remaining loan portfolio as of March 31, 2004.  Net charge-offs for the three months ended March 31, 2005 were
$1.1 million compared to $0.8 million for the three months ended March 31,
2004. Management has continued to review the loan portfolios of the bank, to
monitor the provision and to charge off those credits for which collection is
considered to be doubtful.

15

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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 bank, 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
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.

We
actively manage our past due and non-performing loans in our 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 the bank, 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 $17.8
million and $15.7 million at March 31, 2005 and December 31, 2004,
respectively. The $2.1 million increase in non-performing loans can generally
be attributed to the combined effect of one $1.4 million loan going to
non-accrual and a $0.6 million increase in accruing loans past due 90 days or
more.  Total non-performing loans were
0.56% and 0.51% of gross loans at March 31, 2005 and December 31, 2004,
respectively. Total non-performing assets were $21.5 million and $19.6 million
at March 31, 2005 and December 31, 2004, respectively. The increase in
non-performing assets of $1.9 million can be generally attributed to the above
mentioned loan activity. Total non-performing assets were 0.49% and 0.45% of
total assets at March 31, 2005 and December 31, 2004, respectively.

Other
Income

For
the three months ended March 31, 2005, other income was $6.4 million compared
to $24.7 million for the three months ended March 31, 2004, a decrease of $18.3
million, or 74.0%. The net decrease resulted primarily from gains on the sale
of branch facilities of $17.0 million, which occurred in the first quarter of
2004.  This decrease was also caused by
a reduction in service fees of $0.7 million due primarily to declining NSF
charges, a decrease in investment trading fees and commissions of $0.1 million,
a decrease in net gains on sale of mortgage loans of $0.2 million, a decrease
in net securities gains of $0.3 million, a decrease in bank owned life
insurance of $0.1 million, and a decrease in other income of $0.1 million.

16

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Other
Expense

For
the three months ended March 31, 2005, other expense was $24.3 million compared
to $28.8 million for the same period of 2004. Salaries and employee benefits
decreased from $14.0 million in the first quarter of 2004 to $12.9 million in
the first quarter of 2005, a decrease of $1.0 million. This decrease was
primarily the result of the sale of several branches in 2004 and a
corresponding reduction of salaries and benefits.  Compensation expense related to restricted stock awards to
management and compensation expense related to the Companys ESOP plan were
also significantly less in the first three months of 2005 compared to the first
three months of 2004. This was due to the vesting schedule, which resulted in
significantly more shares being earned in the first quarter of 2004 than in the
first quarter of 2005.  The rise in
interest rates has also reduced the amount of shares being released by the ESOP
plan which reduces the corresponding ESOP compensation. Data processing
expenses declined from $2.1 million in the first three months of 2004 to $1.9
million in the first three months of 2005. 
Net occupancy expense remained relatively stable at $1.8 million for the
quarter ended March 31, 2005 and for the quarter ended March 31, 2004.  Depreciation expense increased from $1.6
million to $1.8 million from the quarter ended March 31, 2004 to March 31,
2005, respectively. Professional services declined markedly from $2.0 million
to $1.2 million.  The first quarter of
2004 had significant professional services expenses related to the proposed
merger of the Company, which were not present in 2005.  This resulted in a decline in legal and
accounting expenses in comparing the respective quarters.   Amortization of prepaid offering costs
declined due to debt issuance costs of $2.0 million, which were written off
when the Company refinanced two of its three Trust Preferred obligations in the
first quarter of 2004.  The remaining
expenses classified as other expense decreased from $5.4 million to $4.8
million, a change of $0.6 million.  This
was primarily due to acquisition expenses of $0.7 million during the first
quarter of 2004 associated with the proposed sale of the Company.

Income
Tax Expense

Income
tax expense for the three months ended March 31, 2005 and 2004 was $3.0 million
and $7.7 million, respectively. The effective tax rate for each period was
27.2% and 35.8%, respectively. The effective rate was significantly higher in
the first quarter of 2004 due to gains from branch sales, non-deductible
expenses related to the proposed acquisition of the Company, the non-deductible
portion of ESOP compensation expense, and resolution of prior year tax matters.
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

During
the first three months of 2005, cash and cash equivalents declined $37.2
million or 34.4% compared to balances at December 31, 2004.  The primary reduction was caused by a
decline in Fed Funds sold.  The cash
available was then used to pay off FHLB debt during the quarter as it matured.

During
the first three months of 2005, net loans increased $101.4 million, or 3.8%,
compared to balances at December 31, 2004. 
The increase was the result of increased loan activity in the Kansas
City and Florida markets. Mortgage loans held for sale increased $1.1 million
over the balance at December 31, 2004.

Investment
securities at March 31, 2005, decreased $21.7 million compared to the balance
at December 31, 2004. This resulted primarily from a decrease of $13.1 million
in US agency mortgage-backed securities and a decrease of $3.5 million in US
agency securities. The available-for-sale securities portfolio of $487.3
million is comprised of $317.4 million in obligations of US government-sponsored
entities, $116.7 million of mortgage-backed securities, $39.2 million of stock
and other investments, $13.3 million in municipal securities, and $0.7 million
in US Treasury securities.  The average
maturity is approximately 3.8 years. 
Held-to-maturity securities total $403.1 and are comprised of $251.9
million in obligations of US government-sponsored entities, $89.8 million of
mortgage-backed securities, $44.5 million of trust-preferred securities, and
$16.9 million of municipal securities. 
Held-to-maturity securities provide a degree of desirable insulation to
our tangible equity level in a rising interest rate environment.

17

---



Bank
owned life insurance at March 31, 2005, increased $0.9 million compared to the
balance sheet amount at December 31, 2004. The increase in the balance
primarily resulted from the Companys earnings recorded on our investment in
bank owned life insurance.

Total
deposits increased $81.3 million, or 2.9%, at March 31, 2005, compared to
December 31, 2004, mainly due to increased marketing activity in the Kansas
City and Florida locations and a concerted effort to fund loan growth with core
deposits.

Compared
to 2004 year-end balances, borrowings at March 31, 2005, decreased $25.0
million. Our short-term borrowings of federal funds purchased and securities
sold under agreements to repurchase vary depending on daily liquidity
requirements. These borrowings remained fairly constant but increased $34.6
million during the first three months of 2005 to a combined balance of $149.3
million at March 31, 2005. Long term borrowings, consisting mainly of FHLB
advances and Leverage Repurchase Agreements, decreased $59.6 million to $718.5
million outstanding at March 31, 2005. 
The decrease in long-term borrowings is the direct result paying down
FHLB debt as it matured during the quarter.

During
the first three months of 2005, accrued interest and other liabilities
increased from $30.2 million to $42.9 million. 
This was primarily the result of a $1.5 million increase in income taxes
payable, a $0.2 million increase in accrued interest, a $3.7 million increase
in accrued expenses caused by market adjustments in our swap agreements, and
increases in other operating liabilities.

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, 2005 for the periods indicated.

|                               |  |                                  |           |                      |   |                      |  |                      |         |                          |   |         |  |   |         | 
|------------------------------ |  | -------------------------------- | --------- | -------------------- | - | -------------------- |  | -------------------- | ------- | ------------------------ | - | ------- |  | - | ------- | 
|                               |  | Payments
  Due by Period         |          
|                               |  | Total
  Principal
  and Interest |           | One
  Year
  or Less |   | One to
  Three Years |  | Four to
  Five Years |         | More
  than
  Five Years |  
|Contractual Cash Obligations   |  |                                  |           |                      |   |                     
|                               |  |                                  |           |                      |   |                      |  |                      |         |                          |  
|                               |  | (dollars
  in thousands)         |          
|Long-term debt obligations (1) |  | $                                | 1,099,338 |                      | $ | 328,741              |  | $                    | 80,188  |                          | $ | 81,548  |  | $ | 608,861 | 
|Operating lease obligations    |  |                                  | 27,341    |                      |   | 3,602                |  |                      | 4,674   |                          |   | 4,184   |  |   | 14,881  | 
|Purchase obligations           |  |                                  | 10,999    |                      |   | 4,143                |  |                      | 4,541   |                          |   | 2,164   |  |   | 152     | 
|Time Open and C. D.s          |  |                                  | 1,877,570 |                      |   | 935,128              |  |                      | 705,306 |                          |   | 228,281 |  |   | 8,855   | 
|                               |  |                                  |           |                      |   |                      |  |                      |         |                          |   |         |  |   |         | 
|Total                          |  | $                                | 3,015,248 |                      | $ | 1,271,614            |  | $                    | 794,709 |                          | $ | 316,177 |  | $ | 632,749 | 
|                               |  |                                  |           |                      |   |                      |  |                      |         |                          |   |         |  |   |         | 



---

|(1) | For floating interest rate obligations, contractual
  cash obligations are based upon the interest rate in effect on March 31, 2005.
|--- | ------------------------------------------------------------------------------------------------------------------------------------

Liquidity
and Capital Resources

Liquidity
defines our ability 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 Bank are met primarily by Federal Funds sold,
short-term investments, deposits and the generally-predictable cash flow (primarily
repayments) from the Banks assets. Intermediate term liquidity is provided by
the Banks investment portfolio. The Bank 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 Bank.  Total net loans increased $101.4 million
compared to December 31, 2004, while total deposits increased $81.3 million
compared to the same period. The majority of our deposits consist of time
deposits, which mature in less than one year. If we are unsuccessful in
renewing these deposits, then we will have to replace these funds with
alternative sources of funding, mainly other short-term borrowings.

18

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Cash
and cash equivalents and investment securities totaled $965.4 million, or
22.1%, of total assets at March 31, 2005 compared to $1.0 billion, or 23.7% of
total assets, at December 31, 2004. Cash provided by operating activities for
the three months ended March 31, 2005 was $27.1 million, consisting primarily
of net earnings, depreciation and amortization, and increases in accrued
interest payable and other liabilities. Cash used by investing activities was
$108.9 million; this was primarily attributable to the increase of loans of
$103.0 million. Cash provided by financing activities was $44.6 million,
consisting primarily of an increase in deposits of $81.3 million, net of a
decrease in net borrowings of $24.8 million and $11.0 million used to
repurchase Company stock.

We
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
Bank has 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, 2005 were
10.67%, 8.96% and 7.60%, respectively. These same ratios at December 31, 2004
were 11.08%, 9.32% and 7.75%, respectively.

The
principal source of funds at the holding company level is dividends from the
Bank. The payment of dividends is subject to restrictions imposed by federal
and state banking laws and regulations. At March 31, 2005, our subsidiary bank
could pay $24.2 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.

Credit
Facilities

Our
subsidiary bank has agreements with the Federal Home Loan Bank system to
provide advances.  As of March 31, 2005,
our subsidiary bank had approximately $516.9 million of advances outstanding
with the FHLB.

On
October 1, 2004, we entered into a new line of credit with Bank One, NA (Bank
One Credit Line) that allows us to borrow up to $25.0 million.  The Bank One Credit Line matures on October
1, 2005. We anticipate that the line will be renewed at that time.  Interest accrues on advances under the Bank
One Credit Line, at our option, at a rate equal to either LIBOR plus 1.25% per
annum or Bank Ones prime rate.  We may
draw on the Bank One Credit Line from time to time to fund various corporate
matters.  As of March 31, 2005, we had
outstanding a  balance of $5.0 million
on the Bank One Credit Line.

Under
a new Loan Agreement, dated as of October 1, 2004 (ESOP Loan Agreement),
between our ESOP and Bank One, NA, our ESOP may borrow up to $10.1
million.  Loans under the ESOP Loan
Agreement bear interest, at the ESOPs option, at either Bank Ones Prime Base
Rate or LIBOR plus 1.70%.  As of March
31, 2005, and December 31, 2004, our ESOP had approximately $9.7 million
outstanding under the ESOP Loan Agreement, which it borrowed to pay off the
prior ESOP loan.  We have guaranteed the
ESOPs obligations under the ESOP Loan Agreement. We do not anticipate that the
ESOP will borrow any further amounts under the ESOP Loan Agreement.

Derivative
Financial Instruments

We
utilize derivative instruments as part of our overall interest rate sensitivity
management strategy to mitigate exposure to interest rate risk.

Subordinated
Debt Securities Swaps.In 2003, we had three interest rate
swap agreements (initiated during 2002) with an aggregate notional amount of
$82.5 million, two of which were called in 2003, leaving $37.6 million
outstanding during 2004. The interest rate swaps are derivative financial
instruments and were designated as fair value hedges of our subordinated debt
securities. The remaining swap had a notional amount equal to the outstanding
principal amount of the related subordinated debt securities, together with the
same payment dates, maturity date and call provisions as the related
subordinated debt securities.  On this
swap, we paid interest at a

19

---



variable rate equal to a spread over 90-day LIBOR,
adjusted quarterly, and we received a fixed rate equal to the interest that we
are obligated to pay on the related trust preferred securities. The remaining
swap for $37.6 million was called by the counterparty and terminated on
November 1, 2004. Under the swap agreement, no payments were due between the
parties and we recognized no gain or loss when it was called during 2004.

FHLB
Debt Swaps.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. These interest rate swaps are derivative financial
instruments and were designated as fair value hedges of the FHLB borrowings.
Each swap had a notional amount equal to the outstanding principal amount of
the related FHLB borrowings, together with the same payment dates, maturity
dates and call provisions as the related FHLB borrowings. Under each of the
swaps, we paid interest at a variable rate equal to a spread over 30-day LIBOR,
adjusted monthly, and we receive a fixed rate equal to the interest that we
were obligated to pay on the related FHLB borrowings. As a result of the
issuance of FASB Statement No. 133 Issue G25- Cash Flow Hedges: Using the
First-Payments-Received Technique in Hedging the Variable Interest Payments on
a Group of Non-Benchmark-Rate-Based Loans (G25) in July 2004, we opted to
close-out these fair value hedges on November 30, 2004, for new cash flow swaps
based on pools of prime-based loans (discussed below) now permitted under G25.
As a result of the termination of these hedges, we made a cash payment of $5.4
million to our counterparty. A loss of $0.4 million due to hedging
ineffectiveness was recognized in earnings during 2004 for these derivatives.
The carrying value of the mark-to-market asset for the hedged FHLB debt at
March 31, 2005, is approximately $4.7 million, which will be amortized to
earnings over the life of the related FHLB debt, using the straight-line method
which is not materially different from the effective interest method required
under APB 21-Interest on Receivables and Payables. The annual expense
recorded in earnings will be $0.8 million over the term of the underlying debt.

Variable
Rate Loans Swaps.On December 1, 2004, we entered into
three interest rate swap agreements with an aggregate notional amount of $190
million for the purpose of effectively converting variable-rate prime-based
loans interest streams into fixed-rate interest streams. Pools of prime-based
loans have been designated under the swaps, the principal amount of these pools
corresponding to the hedged transactions equal to 102% of the notional amount
of the swaps. The formula for computing net settlements under the swaps is the
same for each net settlement; that is, the fixed rate is the same throughout
the term of the swap and the variable rate is the prime rate. The re-pricing
dates of the swaps match those of the variable-rate assets on which the hedged
transactions are based.  These interest
rate swaps are derivative financial instruments and have been designated as
cash flow hedges of prime-based pools of loans. The first swap has a notional
value of $60 million and will effectively fix our interest rate at 6.841% plus
the credit spread over Prime, if any, with a maturity date of December 2009.
The second swap has a notional value of $60 million and will effectively fix
our interest rate at 7.0% plus the credit spread over Prime, if any, with a
maturity date of December 2010. The third swap has a notional value of $70
million and will effectively fix our interest rate at 7.14% plus the credit
spread over Prime, if any, with a maturity date of December 2011.

During
the three months ended March 31, 2005, the Company received net cash flows of
$0.8 million from the seven prime based pools related cash value swaps that
were recorded in interest on loans. No losses were recognized in earnings on
the cash flow hedges due to hedging ineffectiveness during the three months
ended March 31, 2005.

During
the three months ended March 31, 2004, the Company received net cash flows of
$0.5 million under the subordinated debenture related swap, and $1.1 million on
the FHLB related swaps, which were recorded as a $1.6 million reduction of
interest expense on borrowings. $0.4 million was recorded in earnings as a loss
due to hedging ineffectiveness during the three months ended March 31, 2004.

BOLI
Policies

Our
Bank subsidiary has purchased bank-owned life insurance (BOLI) policies with
death benefits payable to the Bank 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 Banks BOLI investments comply with federal
guidelines.  As of March 31, 2005, Gold
Bank had $83.9 million of BOLI (equal to 22.7% of its capital and
surplus).  The Bank

20

---



monitors 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.

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 2004 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 Statement of Financial Accounting Standards No.
142, we review goodwill for impairment at least annually or more frequently
based upon facts and circumstances related to a particular reporting unit.  Based upon our most recent analysis on
December 31, 2004, our goodwill related to our bank subsidiary is not impaired.

The
fair value of our non-bank financial subsidiaries (Gold Capital Management and
Gold Trust Company) 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 goodwill impairment
charges related to the goodwill for these entities.

Deferred
Income Taxes

Statement
of Financial Accounting Standards No. 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. Judgment 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.

Derivatives

We
have entered into interest rate swap agreements to hedge certain variable-rate
prime-based loans.  We pay a variable
rate of interest on the interest rate swaps tied to prime and receive a fixed
rate of interest.  The swaps are
currently designated as cash flow hedges. 
The formula for computing net settlements under the swaps is the same
for each net settlement, and the re-pricing dates of the swaps match those of
the variable-rate loans on which the hedged transactions are based.  Ineffectiveness will be recognized in
earnings and mark-to-market revaluation will be recognized in the other
comprehensive income segment of stockholders equity.

21

---



Before
undertaking the hedges, management formally documented its risk management
objectives, strategy and the relationship between the interest rate swap
agreements and the hedged variable-rate prime-based loans.  At the inception of the hedges and on an
ongoing basis, management assesses whether the hedging relationship is expected
to be highly effective in offsetting interest rate risk.  If it is determined that the hedges are not
highly effective, changes in the fair value of the interest rate swaps will be
recorded in earnings.

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; and
| |   |                                                                                                                                                                                             
| |  | 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:

| |   |                                                                                                                    
| | - | -------------------------------------------------------------------------------------------------------------------
| |  | inability to obtain waivers of defaults under our
  credit facilities or find alternative financing;               
| |   |                                                                                                                    
| |  | changes in interest margins on loans;                                                                              
| |   |                                                                                                                    
| |  | changes in allowance for loan losses;                                                                              
| |   |                                                                                                                    
| |  | changes in the interest rate environment;                                                                          
| |   |                                                                                                                    
| |  | competitive pressures among financial services
  companies may increase significantly;                             
| |   |                                                                                                                    
| |  | general economic conditions, either nationally or in
  our markets, may be less favorable than expected;           
| |   |                                                                                                                    
| |  | 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;                                       
| |   |                                                                                                                    
| |  | hedging activities may be less effective than
  anticipated; and                                                   
| |   |                                                                                                                    
| |  | 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.

22

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

Along
with internal gap management reports, we and our subsidiary bank use an
asset/liability model to analyze each banks current gap position. The system
simulates the banks 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, 2005, 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      |  |  | $                     | 135,043,000 |               |  | $                       | 8,162,000   |   |  |  | 6.43   | %  | 
|100 basis point rise      |  |  | $                     | 131,816,000 |               |  | $                       | 4,935,000   |   |  |  | 3.89   | %  | 
|Base Rate Scenario        |  |  | $                     | 126,881,000 |               |  |                         |            |   |  |  |       |    | 
|100 basis point decline   |  |  | $                     | 119,810,000 |               |  | $                       | (7,071,000  | ) |  |  | (5.57  | %) | 
|200 basis point decline   |  |  | $                     | 110,386,000 |               |  | $                       | (16,495,000 | ) |  |  | (13.00 | %) | 

23

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|        |                          
|------- | -------------------------
|ITEM 4: | CONTROLS
  AND PROCEDURES

Managements
Report on Internal Control over Financial Reporting

Management
is responsible for establishing and maintaining adequate internal control over
financial reporting.  Our internal
control over financial reporting is a process designed under the supervision of
our principal executive and principal financial officers to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of our financial statements for external reporting purposes in accordance with
U.S. generally accepted accounting principles.

As
of the end of our 2004 fiscal year, management conducted an assessment of the
effectiveness of our internal control over financial reporting based on the
framework established in Internal ControlIntegrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based
on this assessment made under Internal ControlIntegrated Framework, management
has concluded that our internal control over financial reporting as of December
31, 2004 is effective.

Disclosure
Controls and Procedures

As
of the end of the period covered by this report, an evaluation was carried out
by management, with the participation of our Chief Executive Officer and Chief
Financial Officer, of the effectiveness of our disclosure controls and
procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of
1934). Based upon that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that these disclosure controls and procedures were
effective as of the end of the period covered by this report.

Changes
to Internal Control over Financial Reporting

No
change in our internal control over financial reporting (as defined in Rule
13a-15(f) under the Securities Exchange Act of 1934) occurred during the
quarter ended March 31, 2005 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.

24

---



PART II OTHER
INFORMATION

|        |                  
|------- | -----------------
|ITEM 1: | LEGAL PROCEEDINGS

Wayne K. Janzen, Dustin E. Cole and Michael
Ross, v. Gold Banc Corporation, Inc., GBC Kansas, Inc., and Gold Bank, a Kansas
bank (District Court of Kingfisher County, State of Oklahoma)

This case was
filed in the District Court of Kingfisher County, Oklahoma on September 10,
2004. The plaintiffs bring the case on behalf of themselves and on behalf of
the putative class of all those similarly situated. According to the Amended
Petition, the putative class is composed of all those agricultural borrowers
with loans that are or were guaranteed by the United States of America through
the Farm Service Agency (FSA) guaranteed loan program. The plaintiffs
generally allege that our subsidiary bank has engaged in a pattern of charging
interest rates and fees in excess of what it charges average
agricultural customers. The petition contains six counts against us. The counts
are for breach of contract, negligence in the performance of servicing the FSA
guaranteed loans, unjust enrichment by realizing increased profits caused by
not disclosing to borrowers that our subsidiary bank was charging excessive
interest rates and fees, a claim for usury, and an injunction for preventing
our subsidiary bank from continuing its alleged practice of charging excessive
interest rates and fees. No specific damage amounts are specified other than
more than $10,000 is sought on each count. Plaintiffs also seek punitive
damages and their costs and attorneys fees. An answer denying the allegations
in the petition was filed on behalf of Gold Banc Corporation, Inc. and GBC
Kansas, Inc. only.

This case was
removed on October 1, 2004 to the United States District Court for the Western
District of Oklahoma. Plaintiffs filed a motion to remand the case back to
state court and the federal district court granted such motion.

The plaintiffs
filed a motion for class certification and a class certification hearing was
held on April 13, 2005. We objected to class certification at the hearing. The
court took evidence at the hearing and has taken the motion under advisement.

We believe we
have valid defenses to plaintiffs claims and intend to vigorously defend this
lawsuit.

H.D. Young, Troy Boelte, Misti Boelte, Larry
M. Boelte, Neacha Boelte, Mark Lorenzen, Denniece Lorenzen, Harold I. Mason,
and Jaynee L. Mason, v. Gold Banc Corporation, Inc., Gold Bank-Oklahoma, Gold
Bank-Kansas, GBC Oklahoma, Inc., GBC Kansas, Inc., and Gold Bank (District
Court of Washita County, Oklahoma)

On February 2,
2005, the plaintiffs filed this lawsuit in the District Court for Washita
County, Oklahoma, seeking to assert claims individually and on behalf of
persons similarly situated. The putative class consists of all who entered into
loan agreements with our subsidiary bank, which loans were in turn guaranteed
by the FSA under the FSAs federally sponsored guaranteed loan program. The
petition generally alleges that our subsidiary bank charged its average farm
customer a lesser interest rate than was charged to FSA guaranteed borrowers.
The plaintiffs claim that charging the higher interest rate is usurious.
Similar federal law claims asserted by the same plaintiffs against the same
defendants were dismissed with prejudice by the United States District Court for
the Western District of Oklahoma on January 26, 2005.

In addition to
the usury cause of action, the petition alleges that our subsidiary bank
converted unspecified funds belonging to plaintiffs. Plaintiffs claim that our
subsidiary bank committed fraud by materially misrepresenting to the class that
it would honestly and faithfully abide by the FSA rules and regulations
although they knew they were not going to follow such rules and regulations.
The complaint also alleges that (i) our subsidiary bank charged a 1%
origination fee on all guaranteed loans and that the fee was illegal and
excessive; (ii) our subsidiary bank did not charge similar fees on
non-guaranteed loans and violated the applicable federal regulations; (iii)
plaintiffs are third-party beneficiaries of our subsidiary banks contracts
with the FSA and that our subsidiary bank breached those contracts and harmed
the plaintiffs; (iv) the acts of our subsidiary bank were deceitful and done
with intent to defraud the class of borrowers; (v) our subsidiary bank received
money from the federal government that was to be paid to the plaintiffs for the
use and benefit of the class, but instead was converted by our subsidiary bank
for its

25

---



own use; (vi)
because the conduct of our subsidiary bank was allegedly fraudulent, the class
is entitled to a reformation of their loan contracts to conform to law and
equity; and (vii) our subsidiary bank was unjustly enriched and should be
required to provide restitution to plaintiffs. The plaintiffs want to recover
for the class all sums paid to us for usurious interest, which amount should be
doubled, forgiveness of all future interest otherwise due under any note,
punitive damages, and costs of the suit, including reasonable attorneys fees.
No specific amounts of monetary damages are alleged.

We filed a
motion to dismiss plaintiffs state court claims on March 16, 2005, and
plaintiffs filed their response to this motion on April 5, 2005. This motion is
set for hearing on the Courts May 19, 2005 docket.

We believe we
have valid defenses to plaintiffs claims and intend to vigorously defend this
lawsuit.

Written Agreement dated August 26, 2003

As initially
reported in a Form 8-K that we filed on August 27, 2003, we were party to a
Written Agreement dated August 26, 2003, with the Kansas Office of the State
Bank Commissioner and the Federal Reserve Bank of Kansas City. As of April 20,
2005, the Federal Reserve Bank of Kansas City and the Kansas Office of the
State Bank Commissioner have lifted their August 26, 2003 Written Agreement
with the Company and Gold Bank, effective April 19, 2005. The regulators took
this favorable action after their recent examination of the Company and Gold
Bank based on improvements in the banks risk management practices and after
they had concluded that we had completed the tasks required by the Written
Agreement.

|        |                                          
|------- | -----------------------------------------
|ITEM 2: | CHANGES IN SECURITIES AND USE OF PROCEEDS

The
flowing table sets forth certain information about the shares of common stock we
repurchased during the first quarter of 2005.

|                                 |  |           |         |            |  |                       |       |                         |  |  |         |  |  |  |           |  | 
|-------------------------------- |  | --------- | ------- | ---------- |  | --------------------- | ----- | ----------------------- |  |  | ------- |  |  |  | --------- |  | 
|                                 |  |           |         |            |  | Total
  Number of     |       | Maximum
  Number (or    | 
|                                 |  | Total     |         |            |  | Shares
  Purchased    |       | Approximate
  Dollar    | 
|                                 |  | Number of |         | Average    |  | as Part of
  Publicly |       | Value) of
  Shares That | 
|                                 |  | Shares    |         | Price Paid |  | Announced             |       | May Yet Be
  Purchased  | 
|Period                           |  | Purchased |         | per Share  |  | Program               |       | Under the
  Program     | 
|                                 |  |           |         |            |  |                       |       |                         | 
|January 1  January 31,
  2005   |  |           | 15,000  |            |  |                       | 14.49 |                         |  |  | 15,000  |  |  |  | n/a
  (1) |  | 
|February 1  February 28,
  2005 |  |           | 508,114 |            |  |                       | 14.43 |                         |  |  | 508,114 |  |  |  | n/a
  (1) |  | 
|March 1  March 31, 2005         |  |           | 243,000 |            |  |                       | 14.17 |                         |  |  | 243,000 |  |  |  | n/a
  (1) |  | 
|                                 |  |           |         |            |  |                       |       |                         |  |  |         |  |  |  |           |  | 
|                                 |  |           |         |            |  |                       |       |                         |  |  |         |  |  |  |           |  | 
|Total                            |  |           | 766,114 |            |  |                       | 14.35 |                         |  |  | 766,114 |  |  |  |           |  | 
|                                 |  |           |         |            |  |                       |       |                         |  |  |         |  |  |  |           |  | 



---

(1) On October 21, 2004, the
board of directors authorized the expenditure of up to $12.0 million for the
repurchase of its outstanding common stock from time to time during the next
twelve months in open market purchases and private transactions subject to
market conditions, and as permitted by securities laws and other legal
requirements. On April 18, 2005, the board of directors authorized an
additional expenditure of up to $20.0 million for the repurchase of its
outstanding common stock.




|        |                                                       | 
|------- | ----------------------------------------------------- | 
|ITEM 3: | DEFAULTS UPON SENIOR SECURITIES                      
|        |                                                       | 
|        | None.                                                 | 
|        |                                                       | 
|ITEM 4: | SUBMISSION OF MATTERS TO A VOTE OF
  SECURITY-HOLDERS
|        |                                                       | 
|        | None.                                                 | 

26

---



|        |                                    |                                                              
|------- | ---------------------------------- | -------------------------------------------------------------
|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    | Certification
  of Chief Executive Officer of Gold Banc Corporation, Inc., dated May 9, 2005,
  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
  Sarbanes-Oxley Act of 2002.                                                                                                                                                                               
| |         |                                                                                                                                                                                                                                                                                                                                                                                           
| | 31.2    | Certification
  of Chief Financial Officer of Gold Banc Corporation, Inc., dated May 9, 2005,
  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
  Sarbanes-Oxley Act of 2002.                                                                                                                                                                               
| |         |                                                                                                                                                                                                                                                                                                                                                                                           
| | 32.1    | Certification
  of Chief Executive Officer of Gold Banc Corporation, Inc. dated May 9, 2005,
  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
  Sarbanes-Oxley Act of 2002, which is accompanying this Quarterly Report on
  Form 10-Q for the quarter ended March 31, 2005 and is not treated as filed in
  reliance upon § 601(b)(32) of Regulations S-K.
| |         |                                                                                                                                                                                                                                                                                                                                                                                           
| | 32.2    | Certification
  of Chief Financial Officer of Gold Banc Corporation, Inc. dated May 9, 2005,
  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
  Sarbanes-Oxley Act of 2002, which is accompanying this Quarterly Report on
  Form 10-Q for the quarter ended March 31, 2005 and is not treated as filed in
  reliance upon § 601(b)(32) of Regulations S-K.
| |         |                                                                                                                                                                                                                                                                                                                                                                                           
| | 99.1    | Factors That
  May Affect Future Results of Operations, Financial Condition or Business for
  Gold Banc Corporation, Inc.                                                                                                                                                                                                                                                                 

| |                                                                                                |                      
| | ---------------------------------------------------------------------------------------------- | ---------------------
| | *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 2005:          

| |   |                                                                                                                                                                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | On January
  18, 2005, we filed a Current Report on Form 8-K announcing that we had signed
  a Branch Purchase and Assumption agreement with Olney Bancshares of Texas,
  Inc. for the sale of five Gold Bank branches in Oklahoma.                            
| |   |                                                                                                                                                                                                                                                                
| |  | On January
  27, 2005, we filed a Current Report on Form 8-K that announced that the
  United States District Court for the Western District of Oklahoma had issued
  an Order dismissing a class action case against Gold Banc and it subsidiary,
  Gold Bank.
| |   |                                                                                                                                                                                                                                                                
| |  | On February
  3, 2005, we filed a Current Report on Form 8-K announcing that Gold Banc
  Corporation, Inc. had entered into agreements with four executive officers
  granting them restricted stock and restricted stock units.                               
| |   |                                                                                                                                                                                                                                                                
| |  | On March 4,
  2005, we filed a Current Report on Form 8-K announcing the resignation of
  Phil Zemel as Senior Vice President and Director of Credit Policy.                                                                                                   

27

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | On April 22,
  2005, we filed a Current Report on Form 8-K announcing the earnings results
  for the three months ended March 31, 2004, the approval of the first quarter
  dividend, and the approval of a stock buy back program. The report also
  announced the lifting of the Written Agreement between the Company and the
  Federal Reserve Bank and the Office of the Kansas Bank Commissioner of August
  23, 2003.

SIGNATURES

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

| |                            
| | ---------------------------
| | GOLD BANC CORPORATION, INC.

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

Date: May 9,
2005

28

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