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

                                    FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES 
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998

o TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT
For the transition period from ___________ to________________

Commission File Number: 0-28936

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

                                Kansas 48-1008593
                  (State or other jurisdiction (I.R.S. Employer
              of incorporation or organization) Identification No.)

                    11301 Nall Avenue, Leawood, Kansas 66211
               (Address of principal executive office) (Zip code)

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

     Indicate by check mark  whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the past 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for past 90 days. Yes x No 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 October 31, 1998

__________________________                                                    
Common Stock, $1.00 par value                     11,124,801


                          GOLD BANC CORPORATION, INC.
                         INDEX TO 10-Q FOR THE QUARTERLY
                         PERIOD ENDED SEPTEMBER 30, 1998

                                                                           PAGE
PART I:           FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS..................................................1
Consolidated Balance Sheets at September 30, 1998 (unaudited)
and December 31, 1997.........................................................1
 
Consolidated Statements of Earnings - Nine months ended
September 30, 1998 and September 30, 1997 (unaudited).........................2

Consolidated Statements of Earnings - Three months ended
September 30, 1998 and September 30, 1997 (unaudited).........................3

Consolidated Statements of Cash Flows - Nine months ended
September 30, 1998 and September 30, 1997 (unaudited)................ ........4

Notes to Consolidated Financial Statements....................................5

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS....................................................................8

PART II:          OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS....................................................14

ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS............................14

ITEM 3: DEFAULTS UPON SENIOR SECURITIES......................................14
 
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................14

ITEM 5: OTHER INFORMATION....................................................14

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K.....................................16

SIGNATURES...................................................................17


                                     PART I
                              FINANCIAL INFORMATION
                  GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheet
                                 (In thousands)

<TABLE>
<CAPTION>
<S>                                                        <C>                          <C>                    
                                                            September 30, 1998            Dec. 31, 1997 
                                                            ------------------           --------------
                                                                (unaudited)
                                     Assets
Cash and due from banks                                         $    15,984                $   16,673
Federal funds sold and interest-bearing deposits                     18,701                    24,438  
                                                                     ------                    ------  
   Total cash and cash equivalents                                   34,685                    41,111 
                                                                     ------                    ------ 

Investment securities
   Held-to-maturity                                                     196                       100
   Available-for-sale                                               139,253                   100,500
   Trading                                                            1,947                     1,072
   Other                                                              4,311                     2,765 
                                                                      -----                     ----- 
   Total investment securities                                      145,707                   104,437

   Mortgage loans held for sale                                       1,856                       858
   Loans, net                                                       461,336                   340,630
   Premises and equipment, net                                       20,344                    15,363
   Deferred taxes                                                       225                       498
   Accrued interest and other assets                                 26,669                    11,700 
                                                                     ------                    ------ 
Total Assets                                                    $   690,822              $    514,597 
                                                                ===========              ============ 
                      Liabilities and Stockholders' Equity

Liabilities
   Deposits                                                         567,782                   419,139
   Securities sold under agreements to repurchase                     7,797                     6,516
   Federal funds purchased and other borrowings                      15,239                    11,650
   Long-term debt                                                    11,206                     3,336
   Accrued interest and other liabilities                                                                     
                                                                      4,756                     3,473
   Guaranteed preferred beneficial interests in                                                               
      Company's debentures                                           28,750                    28,750                               
                                                                     ------                    ------                               
        
   Total liabilities                                            $   635,530               $   472,864
                                                                -----------               -----------
Stockholders' equity:
   Preferred stock                                                        -                         -
   Common stock, $1.00 par value, 25,000,000 shares authorized,      11,125                    10,133
      11,124,801 and 10,133,230 shares issued and outstanding at
      September 30, 1998 and December 31,1997, respectively
   Additional paid-in capital                                        25,288                    17,199
   Undivided profits                                                 18,445                    14,605
   Accumulated other comprehensive income                               670                        32
   Unearned compensation                                               (236)                     (236)                     
                                                                       ----                      ----                        
        Total stockholders' equity                                   55,292                    41,733                          
                                                                     ------                    ------ 
        Total liabilities and stockholders                      $   690,822               $   514,597 
                                                                ===========               =========== 
</TABLE>

                                                                 
                  GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
                       Consolidated Statements of Earnings
                            For The Nine Months Ended
                      (In thousands, except per share data)
                                   (unaudited)


<TABLE>
<CAPTION>

<S>                                                     <C>                           <C>

                                                         September 30,1998             September 30, 1997

Interest income:
   Loans, including fees                                  $     28,009                  $      18,170
   Investments securities                                        5,545                          4,075
   Other                                                           770                            379                           
                                                                   ---                            --- 
                                                                34,324                         22,624
Interest expense                          
   Deposits                                                     15,909                         10,685                             
   Borrowings and other                                          3,042                          1,155                            
                                                                 -----                          -----                            
                                                                18,951                         11,840                  
                                                                ------                         ------                  
                                                                                      
     Net interest income                                        15,373                         10,784                         
                                                                                     
                                                                                                      
Provision for loan losses                                          746                            535                          
                                                                   ---                            ---                           
Net interest income after provision for loan losses             14,627                         10,249                          
                                                                ------                         ------                           
                                                                           
Other income;
   Service fees                                                  1,060                            738                            
Net gains on sale of mortgage loans                                769                            501
   Gain (loss) on sale of securities                                92                             89                            
   Gain (loss) on sale of other assets                             (11)                           205                            
   Unrealized loss on trading assets                              (367)                             -        
   Investment trading fees & commissions                         2,177                              -                           
   Other                                                           652                            265                            
                                                                   ---                            ---                            
                                                                 4,372                          1,798                         
                                                                 -----                          -----                           
                                                               
 Other expense                                                                                                                  
   Salaries and employee benefits                                7,122                          4,350                           
   Net occupancy expense                                         2,041                          1,417                          
   Federal deposit insurance premiums                               74                             76    
   Other                                                         4,115                          2,185                          
                                                                 -----                          -----                           
                                                                13,352                          8,028                          
                                                                ------                          -----                           
       Earnings before income taxes                              5,647                          4,019                           
                                                                                                                             
   Income taxes                                                  1,689                          1,346                           
                                                                 -----                          -----                         

        Net earnings                                     $       3,958                  $       2,673                          
                                                         =============                  =============                       
                                                                                                                           
   Net earnings per share-basic                          $         .37                  $         .28                        
                                                         =============                  =============                     
   Net earnings per share-diluted                        $         .37                  $         .28                    
                                                         =============                  =============                      
                                                                                           
                                                                            
</TABLE>
                                                                            
                                                                       
                                                                       
                                                                            

                  GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
                       Consolidated Statements of Earnings
                           For The Three Months Ended
                      (In thousands, except per share data)
                                   (unaudited)                               

                                                                             
<TABLE>
<CAPTION>
                                                                           
                 

<S>                                            <C>                                <C>                            
                                                September 30, 1998                  September 30, 1997

Interest income:
   Loans, including fees                         $     10,567                        $       6,708
   Investments securities                               1,974                                1,249
   Other                                                  316                                  135                             
                                                          ---                                  ---                             
                                                       12,857                                8,092                                 
                                                                                                                              
Interest expense:
   Deposits                                             5,984                                3,807                            
   Borrowings and other                                 1,080                                  495                              
                                                        -----                                  ---                              
                                                        7,064                                4,302
                                                        -----                                -----
                                                                                                                            
   Net interest income                                  5,793                                3,790                                
                                                                                                            
                                                                                                                        
Provision for loan losses                                 152                                  280                                
                                                          ---                                  ---                                

Net interest income after provision for loan losses     5,641                                3,510                                
                                                        -----                                -----                                
                                                                                                                           

Other income;                                                                                                 
   Service fees                                           396                                  248                                
   Net gains on sale of mortgage loans                    250                                  212
   Gain (loss) on sale of securities                       34                                   88                            
   Gain (loss) on sale of other assets                     (8)                                   6                            
   Net unrealized losses on trading assets               (380)                                   -
   Investment trading fees & commissions                  768                                    -
   Other                                                  313                                   79                              
                                                          ---                                   --                              
                                                        1,373                                  633                           
                                                        -----                                  ---                           
Other expense                                                            
   Salaries and employee benefits                       2,615                                1,508                           
   Net occupancy expense                                  865                                  483
   Federal deposit insurance premiums                      29                                   19                            
   Other                                                1,607                                  780
                                                        -----                                  ---
                                                        5,116                                2,790
                                                        -----                                -----
                                                                      
Earnings before income taxes                            1,898                                1,353

Income taxes                                              455                                  451
                                                          ---                                  ---

    Net earnings                                  $     1,443                         $        902                              
                                                  ===========                         ============                              
                                                                                               
Net earnings per share-basic                      $       .13                         $        .09              
                                                  ===========                         ============              
Net earnings per share-diluted                    $       .13                         $        .09                              
                                                  ===========                         ============                              
                                                                              
                                                                              
</TABLE>
                                                                              
                                                                              

 
                                                                    
                  GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                            For the Nine Months Ended
                                 (In thousands)
                                   (unaudited)


<TABLE>
<CAPTION>

<S>                                                                                 <C>                       <C>   

                                                                                     September 30, 1998        September 30, 1997
                                                                                     ------------------        ------------------
Cash flows from operating activities:
     Net earnings                                                                     $        3,958            $        2,673
     Adjustments to reconcile net earnings to net cash
        provided by operating activities:
        Provision for loan losses                                                                746                       535
        Net (gains) losses on sales of A-F-S securities                                          (92)                      (89)
       
        Amortization of investment securities' premiums, net of accretion                       (743)                        4    
        Depreciation and amortization                                                          1,057                       749   
        (Gain) loss on sale of assets, net                                                        11                      (205)
        Purchases of trading securities                                                       (1,241)                        -
        Unrealized loss on trading securities                                                    367                         -    
        Originations of mortgage loans held for sale,                                
           Net of sales proceeds                                                                (998)                     (691)   
        Other changes:
           Accrued interested receivable and other assets                                       (678)                     (854) 
           Accrued interest payable and other liabilities                                     (1,150)                      976   
                                                                                              ------                       ---    
                    Net cash provided by (used in) operating activities               $        1,237                     3,098   
                                                                                      --------------                     -----    

Cash flows from investing activities:
         Net increase in loans                                                        $      (36,935)                  (57,434)  
         Principal collections and proceeds from maturities
            of H-T-M securities                                                                   75                         -  
         Principal collections and proceeds from sales and
            maturities of A-F-S securities                                                 1,765,026                    33,601    
         Purchases of A-F-S securities                                                    (1,756,941)                  (13,876)  
         Net additions to premises and equipment                                              (3,501)                   (2,004)
         Cash paid for acquisitions, net of cash received                                     (1,062)                        -
         Proceeds from sale of other assets                                                      141                       285
                                                                                                 ---                       ---
                        Net cash used in investing activities                         $      (33,197)             $    (39,428)  
                                                                                            
                                                                                      --------------              ------------    
                                                                                      
Cash flows from financing activities:
         Increase in deposits                                                         $       21,671              $     27,700    
         Net increase (decrease) in short-term borrowings                                     (1,788)                    6,385    
         Proceeds from long-term debt                                                          6,026                         -
         Principal payments on long-term debt                                                      -                    (3,226)
         Dividends paid                                                                         (375)                     (273)
                                                                                                ----                      ---- 
                                                  
                        Net cash provided by financing activities                      $      25,534              $     30,586
                                                                                              ------              ------------
                                                         
                        Increase (decrease) in cash equivalents                               (6,426)                   (5,744)
         Cash and cash equivalents, beginnings of year                                        41,111                    22,796    
                                                                                              ------                    ------    
                                                                                             
 
         Cash and cash equivalents, end of year                                        $      34,685              $     17,052 
                                                                                       =============              ============ 
                                                                                                           
 Supplemental schedule of non-cash financing activities:
         Issuance of common stock for acquisitions                                             9,337                         -
    
Non-cash activities related to purchase acquisitions:
         Investing activities:                                                                                         
         Increase in investments                                                              47,723                         -
         Net increase in loans                                                                84,515                         - 
         Increase in land, buildings, and equipment                                            2,435                         -
Financing activities
         Increase in deposits                                                                126,973                         -    
         Increase in short term borrowings                                                     6,657                         -    
         Increase in long term borrowings                                                      1,844                         -    
                                                                                                                                  


</TABLE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of presentation.

     The accompanying  consolidated  financial  statements have been prepared in
accordance  with the  instructions  for Form 10-Q.  The  consolidated  financial
statements should be read in conjunction with the audited  financial  statements
included in the Company's 1997 Annual Report on Form 10-K.

     The consolidated financial statements include the accounts of the Company's
subsidiaries,  Exchange  National  Bank,  Citizens State Bank,  Provident  Bank,
f.s.b.,  Peoples  National Bank,  Farmers  National Bank, First National Bank in
Alma,  Farmers  State Bank,  Peoples State Bank,  Tri-County  National Bank (the
"banks")  and Midwest  Capital  Management,  Inc. All  significant  intercompany
balances and transactions have been eliminated.

     The December 31, 1997 consolidated  balance sheet has been derived from the
audited balance sheet as of that date. The consolidated  financial statements as
of September 30, 1998 and for the three and nine months ended September 30, 1998
and 1997 are unaudited but include all  adjustments  (consisting  only of normal
recurring  adjustments)  which  the  Company  considers  necessary  for  a  fair
presentation of financial  position and results of operations for those periods.
The Consolidated  Statements of Earnings for the nine months ended September 30,
1998 are not necessarily indicative of the results that will be achieved for the
entire year.

     Gold Banc  announced a two-for-one  stock split in the form of a 100% stock
dividend  distributed  on May 18,  1998 to  shareholders  of record as of May 6,
1998.  All per share data has been restated to reflect the 100% stock  dividend.
In addition,  the Company declared a $.03 cash dividend on post-split  shares to
shareholders of record as of November 18, 1998, payable on November 23, 1998.

2. Earnings per common share.

     Earnings per share are computed in accordance  with SFAS No. 128,  Earnings
per Share. Basic earnings per share is based upon the weighted average number of
common shares outstanding during the periods presented. Diluted income per share
includes the effects of all dilutive  potential common shares outstanding during
each period. All per share data has been restated to conform to SFAS No. 128.
 

     The shares used in the  calculation of basic and diluted income per share
for the three and nine months ended  September 30, 1998 and 1997 are shown below
(in thousands):
<TABLE>
<CAPTION>

 
<S>                                                                     <C>                    <C>            <C>             <C> 
                                                                                  For the three            For the nine
                                                                                 months ended             months ended
                                                                                 September 30               September 30
--------------------------------------------------------------- --------------------- ---------------- --------------- ------------
                                                                       1998               1997             1998           1997
--------------------------------------------------------------- --------------------- ---------------- --------------- ------------
--------------------------------------------------------------- --------------------- ---------------- --------------- ------------
Weighted average common shares outstanding                          10,940               9,587          10,701            9,587
Stock options                                                          164                   0             142                0
--------------------------------------------------------------- --------------------- ---------------- --------------- ------------
--------------------------------------------------------------- --------------------- ---------------- --------------- ------------
Weighted average common shares and                                  11,104               9,587          10,843            9,587
   common share equivalents outstanding
--------------------------------------------------------------- --------------------- ---------------- --------------- ------------
</TABLE>




3. Guaranteed Preferred Beneficial Interests in Company's Debentures.

     On December 15, 1997, GBCI Capital Trust (the "Trust"), a Delaware business
trust  formed by the  Company,  completed  the sale of $28.75  million  of 8.75%
Preferred Securities (the "Preferred Securities").  The Trust also issued Common
Securities  to the  Company  and used the net  proceeds  from  the  offering  to
purchase  a  like  amount  of  8.75%  Junior  Subordinated  Deferrable  Interest
Debentures (the "Debentures") of the Company. The Debentures are the sole assets
of the  Trust  and are  eliminated,  along  with the  related  income  statement
effects, in the consolidated financial statements. The Company used the proceeds
from the sale of the Debentures to retire certain debt and for general corporate
purposes.  Total expenses associated with the offering approximating  $1,219,000
are included in other assets and are being  amortized on a  straight-line  basis
over the life of the debentures.

     The  Preferred  Securities  accrue and pay  distributions  quarterly  at an
annual  rate of 8.75% of the  stated  liquidation  amount  of $25 per  Preferred
Security.  The  Company  has fully  and  unconditionally  guaranteed  all of the
obligations of the Trust. The guarantee covers the quarterly  distributions  and
payments on liquidation or redemption of the Preferred  Securities,  but only to
the extent of funds held by the Trust.

     The Preferred  Securities are  mandatorily  redeemable upon the maturity of
the  Debentures  on December 31, 2027 or upon earlier  redemption as provided in
the Indenture.  The Company has the right to redeem the Debentures,  in whole or
in part on or after  December  31, 2002 at a redemption  price  specified in the
Indenture plus any accrued but unpaid interest to the redemption date.

4. Comprehensive Income

     Comprehensive  income,  as defined by  Statement  of  Financial  Accounting
Standards No. 130,  "Reporting  Comprehensive  Income" was $4.6 million and $3.0
million for the nine months ended September 30, 1998 and 1997,  respectively and
$1.9 million and $1.2 million for the three months ended  September 30, 1998 and
1997, respectively. The difference between comprehensive income and net earnings
presented  in the  consolidated  statement of earnings is  attributed  solely to
unrealized gains and losses on available-for-sale securities.

5. Completed and Pending Acquisitions.

     On July 9, 1998, the Company  acquired  Farmers State  Bancshares,  Inc. of
Sabetha, Kansas and its wholly- owned subsidiary,  Farmers State Bank, in a cash
transaction  valued at $8.5  million.  Farmers  State  Bank had total  assets of
$47.6, deposits of $41.6 and net loans of $21.7 at June 30, 1998.

     On August 4, 1998 the Company acquired Northwest  Bancshares,  Inc. and its
wholly-owned  subsidiary,  Peoples  State Bank of Colby,  Kansas,  in a tax-free
exchange of stock valued at approximately $2.95 million.  Peoples State Bank had
total assets of $21.8 million,  total deposits of $19.2 million and net loans of
$18.1  million at June 30,  1998.   

     On August 17, 1998, the Company acquired  Tri-County  Bancshares,  Inc. and
its  wholly-owned  subsidiary  Tri-County  National  Bank  in a cash  and  stock
transaction  valued  at $4.4  million.  Tri-County  had  total  assets  of $43.2
million, deposits of $39.8 million and net loans of $26.1 million as of June 30,
1998.  All  three  acquisitions  described  above  have  been  accounted  for as
purchases.  Total goodwill  associated  with the  acquisitions  aggregated  $5.6
million.

     On August 31, 1998 the Company announced a definitive merger agreement with
The Trust Company, a Midwest trust services business in St. Joseph, Missouri, in
a tax-free exchange of stock valued at approximately  $4.3 million.  At June 30,
1998,  The  Trust  Company  had  approximately  $250  million  of  assets  under
management.   This   transaction,   which   will   be   accounted   for   as   a
pooling-of-interests, is expected to close in the fourth quarter of 1998.

     On September 2, 1998 the Company  announced a definitive  merger  agreement
with Citizens  Bancorporation,  Inc of Tulsa,  Oklahoma in a tax-free stock swap
valued at  approximately  $56 million.  Citizens Bank of Tulsa,  a  wholly-owned
subsidiary of Citizens  Bancorporation,  had total assets of $233 million,  core
deposits of $214 million and net loans of $164  million at June 30,  1998.  This
transaction, which will be accounted for as a pooling-of-interests,  is expected
to close in the fourth quarter of 1998.

     On October 21, 1998,  the Company  acquired  First State  Bancorp,  Inc. of
Pittsburg,  Kansas in a tax-free exchange of stock valued at approximately $25.0
million. The acquisition will be accounted for as a pooling-of-interests.  First
State Bank & Trust Company,  a  wholly-owned  subsidiary of First State Bancorp,
had total assets of $108.8 million, deposits of $95.9 million and loans of $63.5
million and loans of $63.5 million at September 30, 1998.

6. Legal proceedings.

     Exchange  Bank,  along with  approximately  twenty-four  other  persons and
entities including a number of depository institutions,  is a named defendant in
a case filed in the United States  District  Court for the District of Kansas on
September  11,  1997 on behalf of a  putative  class of over 2,400  persons  who
allegedly invested at least $14,900 each in entities known as Parade of Toys and
Bandero Cigar Company.

     The  complaint  alleges  violations  of the  Racketeer  Influenced  Corrupt
Organization  ("RICO") statute (18 U.S.C. 1962( c)), conspiracy to violate RICO,
negligent misrepresentation,  fraud, civil conspiracy and negligence on the part
of the  defendants.  The  plaintiffs  contend  that  the  defendants,  including
Exchange Bank, were listed in trade  reference  sheets provided to plaintiffs by
Parade of Toys and Bandero Cigar Company and that the defendants  made false and
misleading representations on which the plaintiffs relied to their detriment. In
each count,  the plaintiffs have sought actual damages in an amount in excess of
$75,000 each,  treble  damages under RICO, and punitive  damages.  Exchange Bank
denies  liability and is in the process of vigorously  defending  this claim.  A
hearing was conducted on March 25, 1998, on the issue of class certification. On
September  29,  1998,  the  Court  denied  class  certification  and  entered  a
scheduling order.

     A second  lawsuit  arising  out of the same  facts was filed in the  United
States District Court for the District of Kansas on September 23, 1998 on behalf
of 670  individually  named persons.  The  complaint,  which names Exchange Bank
along with approximately  sixteen (16) other persons and entities as defendants,
alleges similar causes of action as the federal court action previously filed on
behalf of a putative  class of over 2,400  persons.  The  defendants,  including
Exchange Bank, now have until November 30, 1998 to file an answer. Exchange Bank
denies any liability and is in the process of vigorously  defending  this claim.
In October 1998,  Exchange Bank,  along with other bank defendants filed in each
federal action a motion to drop misjoined plaintiffs. The motions are based upon
the  contention  that the  individual  claims of the separate  plaintiffs do not
arise out of the same  transaction  or occurrence or series of  transactions  or
occurrences.  On November 13, 1998,  the court granted both motions and gave the
plaintiffs  until December 31, 1998 to commence  individual  actions.  The court
will dismiss with  prejudice the claims of any  plaintiffs  who do not refile by
December 31, 1998.
   



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

OVERVIEW

     The  Company's  net  income  was $4.0  million  for the nine  months  ended
September  30, 1998,  compared to net income of $2.7 million for the nine months
ended September 30,1997, yielding an annualized return on average assets ("ROA")
of .88% for the nine months ended September 30, 1998,  compared to 0.91% for the
nine months ended  September 30, 1997.  Return on average  common  stockholders'
equity ("ROE") for the nine months ended  September 30, 1998 and 1997 was 10.49%
and 9.90%,  respectively.  The earnings  increase for the third  quarter of 1998
over 1997 was  primarily  due to the addition of three new  subsidiaries  to the
organization and greater interest income through an improved net interest margin
coupled with greater loan volume.  On July 9, 1998 the Company  acquired Farmers
State Bank,  Sabetha.  On August 4, 1998 the Company acquired Peoples State Bank
in Colby,  Kansas.  Also,  on August 17,  1998 the Company  acquired  Tri-County
National Bank in  Washington,  Kansas for a combination  of cash and stock.  All
three acquisitions have been accounted for as purchases. Total goodwill recorded
was $5.6 million.

     For the three months ended September 30, 1998, the Company's net income was
$1.4  million,  compared to $902,000  for the same period in 1997.  Earnings per
share for the quarter ended  September 30, 1998 were $0.13 compared to $0.09 per
share for the quarter ended September 30, 1997 on 1.5 million  greater  weighted
average  shares  outstanding.  As with the nine month  period,  earnings for the
third  quarter of 1998 were  better than the  comparable  1997 period due to the
acquisitions of Farmers,  Peoples,  Tri-County and internal growth  primarily at
Exchange National Bank's Leawood and Shawnee locations. ROA for the three months
ended  September 30, 1998 was 0.91%  compared to .90% for the three months ended
September 30, 1997,  while average assets for the three month periods  increased
by approximately $235 million.  ROE for the quarter ended September 30, 1998 was
10.97% and 9.87% for the same period in 1997 while  average  equity  capital was
$16 million greater for the 1998 period.

FINANCIAL CONDITION

     Total  assets were $690.8  million at September  30,  1998,  an increase of
$176.2 million from December 31, 1997.  Total average assets were $601.2 million
for the nine months ended September 30, 1998, compared to $390.6 million for the
nine months ended  September  30,  1997.  Average  interest-earning  assets were
$547.9  million for the nine months ended  September 30, 1998 and $361.1 million
for the nine months ended September 30, 1997.  Assets increased during the third
quarter of 1998 due to three  acquisitions and internal  growth.  Net loans grew
$121.7  million  during the first  nine  months of 1998 of which  $28.7  million
primarily at Exchange National Bank's Leawood and Shawnee, Kansas locations.

     For the three months ended  September 30, 1998,  total average  assets were
$638.0 million  compared to $402.8 million for the three months ended  September
30,  1997.  Average  interest-earning  assets were $572.5  million for the three
months ended  September  30, 1998 and $365.1  million for the three months ended
September  30,  1997.   These  changes   represent  58.4%  and  56.8%  increases
respectively  in  average  assets  and  interest-earning  assets  from the third
quarter  of 1998 to the same  period  in 1997.  Assets  increased  for the third
quarter  of  1998  over  the  same  quarter  of  1997  also  due to  three  bank
acquisitions and internal growth. The primary source of internal growth has been
at Exchange National Bank's Leawood and Shawnee locations.

     The  increase in net loans from  December  31, 1997 to  September  30, 1998
attributed to acquisitions and internal growth,  was primarily funded through an
increase  in  deposits  and  additional  advances  of  Federal  Home  Loan  Bank
borrowings. The allowance for loan losses increased to $7.0 million at September
30, 1998 from $4.7 million at December 31, 1997. The allowance represented 1.48%
and  1.35% of total  loans as of  September  30,  1998 and  December  31,  1997,
respectively. 

RESULTS OF OPERATIONS

Net Interest Income

     Total  interest  income for the nine months  ended  September  30, 1998 was
$34.3 million,  a 51.3% increase over the nine months ended  September 30, 1997.
Average total earning assets  increased $186.8 million or 51.7% at September 30,
1998,  compared to September  30, 1997.  The increase is primarily the result of
loan growth at Exchange  National Bank's offices in Leawood and Shawnee,  Kansas
in addition to the acquisitions of Farmers, Peoples, and Tri-County.

     For the three months ended  September 30, 1998,  total interest  income was
$12.9 million or 58.9% greater than the comparable period in 1997. This increase
is also primarily due to the  acquisitions of Farmers,  Peoples,  and Tri-County
coupled with loan growth at Exchange  National  Bank's  locations in Leawood and
Shawnee.

     Total  interest  expense for the first nine months of 1998 was 60.1% higher
than the  same  period  in 1997 as a result  of a 64.9%  increase  in  deposits.
Average total interest-bearing  liabilities increased by $173.8 million or 53.1%
during the nine months of 1998  compared  to the same period in 1997,  primarily
due to the acquisitions of Farmers,  Peoples and Tri-County and to the increased
volume in interest bearing deposits. In addition,  the Company's trust preferred
offering in December, 1997 has contributed to increased interest expense in 1998
compared to 1997.

     For the three  months ended  September  30, 1998,  total  interest  expense
increased $2.8 million or 64.2% as a result of greater average  deposits for the
same periods  increasing by $184.0 million or 55.3%. In addition,  the Company's
trust preferred offering in December, 1997 has contributed to increased interest
expense in 1998 compared to 1997.

     Net interest  income was $15.4 million for the nine months ended  September
30, 1998,  compared to $10.8 million for the same period in 1997, an increase of
42.6%.  This  increase is  attributable  to  significantly  greater loan volumes
primarily  originated from Exchange National Bank's Leawood and Shawnee,  Kansas
locations  and  the  acquisitions  of  Farmers,  Peoples,  and  Tri-County.  The
Company's  net interest  margin  decreased  from 4.06% for the nine months ended
September  30, 1997 to 3.81% for the nine months ended  September 30, 1998, as a
result of additional  interest expense associated with the Company's issuance of
subordinated debentures in December 1997 and increased cost of funds.

     For the  three  months  ended  September  30,  1998,  net  interest  income
increased  52.9% to $5.8  million  versus $3.8  million for the three  months of
1997.  After  adjusting for provisions for loan losses,  net interest income for
the second quarter of 1998 was $5.6 million  compared with $3.5 million in 1997,
an increase of 60.7%.  Net interest  margin for the three months ended September
30, 1998  decreased from 4.22% to 4.13% versus the same period in 1997 primarily
due to higher  cost of funds  and the  Company's  trust  preferred  offering  in
December, 1997.

Provisions for Loan Losses

     The provision for loan losses for the nine months ended September 30, 1998,
was  $746,000,  an increase of $211,000,  or 39.4% from the  $535,000  provision
during  the  comparable  1997  period.  This  increase  is  consistent  with the
Company's  significant loan growth of 59.6% over the same period.  The allowance
represented  1.48%  and  1.23%  of  total  loans as of  September  30,  1998 and
September 30, 1997, respectively. For the three months ended September 30, 1998,
the  provision  for loan losses was $152,000  compared to $280,000 for the third
quarter of 1997. The Company monitors its reserve for loan losses to total loans
ratio on a monthly basis in order to maintain a ratio within internally  defined
guidelines of 1.15% to 1.65%.

                                                                     
Other Income

     Other income for the nine months ended  September 30, 1998,  increased $2.6
million,  or 143.2% from the same period in 1997.  This  increase is primarily a
result of the Company's acquisition of Midwest Capital and increased gain on the
sale of mortgage loans through its subsidiary in St. Joseph, Missouri, Provident
Bank f.s.b.

     Other income for the third quarter of 1998 was $1.4 million, an increase of
116.9% compared to the third quarter of 1997,  primarily  reflecting  investment
management and broker/dealer fees generated by Midwest Capital Management, Inc.,
a significant new component of other income for the Company since the closing of
the acquisition of Midwest Capital in January, 1998. The balance of the increase
in other income  primarily  resulted  from gains on the sale of mortgage  loans,
service  charges on deposit  accounts,  while  absorbing  $380,000 in unrealized
trading  losses on  marketable  equity  securities.  The Company has invested in
equity securities of other community banking organizations.
 
Other Expense

     Other expense increased by $5.3 million for the nine months ended September
30, 1998,  as compared to the same period in 1997.  This  increase was primarily
due to increased salaries and benefits expenses, occupancy expense and other non
interest expenses, including investor relations, professional fees, advertising,
and acquisition-related  expenses. Net occupancy expense increased primarily due
to the six acquisitions  closed since September 30, 1997. The Company's  overall
efficiency  ratio  decreased  during  the  first  nine  months  of 1998 to 69.2%
compared to 66.6% for the first nine months in 1997.

     For the  third  quarter  of 1998,  other  expense  increased  83.4% to $5.1
million compared to the year ago quarter. The increase is due to a 73.4% rise in
salaries and benefits attributable to growth of the Company's employee base as a
result of the  acquisitions  as well as a 95.1%  increase in operating  expenses
directed mainly toward the newly acquired locations and facilities.

Income Tax Expense

     Income  tax  expense  for the nine  months  ended  September  30,  1998 and
September  30,  1997  was  $1.7  million  and $1.3  million,  respectively.  The
effective  tax rates for those periods were 29.9% and 33.5%,  respectively.  The
1998 tax  provision  was  reduced by  approximately  $225,000  due to a one-time
deferred tax  adjustment  arising from the  amendment of a prior year income tax
return for a subsidiary acquired in 1997.

     Income tax  expense  for the three  months  ended  September  30,  1998 and
September  30, 1997 was $455,000 and $451,000,  respectively.  The effective tax
rates  for  those  periods  were  24.0% and  33.3%,  respectively.  The 1998 tax
provision was reduced by approximately  $225,000 due to a one-time  deferred tax
adjustment  arising  from the  amendment of a prior year income tax return for a
subsidiary acquired in 1997.

CAPITAL AND LIQUIDITY

     At September 30, 1998, the Company's  leverage,  Tier 1 risk-based capital,
and total risk-based  capital ratios were 9.1%,  11.4%, and 12.8%  respectively,
compared to minimum required levels of 4%, 8% and 4%,  respectively  (subject to
change and the discretion of regulatory  authorities to impose higher  standards
in  individual  cases).  At September  30, 1998,  the Company had  risk-weighted
assets of $497.8 million. On November 12, 1998, the Company's Board of Directors
declared a quarterly dividend in the amount of $.02 per common share.

     The  Company  had  approximately   $3.0  million  in  cash  and  short-term
investment grade securities at September 30, 1998 remaining from the issuance of
subordinated debentures in December 1997. Those proceeds are expected to be used
to finance the Company's growth strategy and for general corporate purposes.  10
Additionally,  $8.3 million of cash was utilized for the  acquisition of Farmers
Bancshares,  Inc., Sabetha, Kansas, parent company of Farmers State Bank on July
9, 1998.  The Company  established a line of credit in the amount of $15 million
with a correspondent bank during the second quarter of 1998. No amounts had been
drawn under the line as of September 30, 1998.
 
ACCOUNTING AND FINANCIAL REPORTING

     The  Financial  Accounting  Standards  Board  (FASB)  issued  SFAS No. 131,
Disclosures  About  Segments of an Enterprise and Related  Information,  in June
1997.  SFAS No. 131  requires  that  public  enterprises  report  financial  and
descriptive  information about their reportable  operating  segments.  Operating
segments  are  components  of  an  enterprise  about  which  separate  financial
information is available that is evaluated regularly by management. SFAS No. 131
is effective for fiscal years beginning after December 15, 1997. The adoption of
the  standard is not  expected  to have a  significant  impact on the  financial
statements of the Company.

     The  Financial  Accounting  Standards  Board  (FASB)  issued  SFAS No. 133,
Accounting for Derivative  Instruments and Hedging Activities in June 1998. SFAS
No.  133   establishes   accounting  and  reporting   standards  for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts, and for hedging activities.  It requires that an entity recognize all
derivatives  as either  assets or  liabilities  in the  statement  of  financial
position  and  measure  those  instruments  at fair  value.  This  Statement  is
effective for all fiscal quarters of fiscal years beginning after June 15, 1999.
Management  believes adoption of SFAS No. 133 will not have a material effect on
the Company's  financial  position or results of  operations,  nor will adoption
require additional capital resources.

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,  the Company and the Banks use
an asset/liability modeling service to analyze each Bank's current gap position.
The system simulates the Banks' asset and liability base and projects future net
interest  income results under several  interest rate  assumptions.  The Company
strives to maintain an  aggregate  gap  position  such that  changes in interest
rates will not affect net interest  income by more than 10% in any  twelve-month
period.  The  Company has not engaged in  derivatives  transactions  for its own
account.

     The following table indicates that, at September 30,1998, in the event of a
sudden and  sustained  increase in prevailing  market  rates,  the Companies net
interest  income would be expected to increase,  while a decrease in rates would
indicate a decrease in income.
<TABLE>
<CAPTION>

<S>                                      <C>                        <C>                   <C>                      <C>    
                                                                                              Percent Change             Board
Changes in Interest Rates                 Net Interest Income        Actual Change                 Actual                 Limit
----------------------------------------- -------------------------- -------------------- ------------------------- ---------------
----------------------------------------- -------------------------- -------------------- ------------------------- ---------------

200 basis point rise                            $24,384,800                741,400                  3.14%                  10%
100 basis point rise                             24,164,500                521,900                  2.21%                  10%
Base Rate Scenario                               23,642,600
100 basis point decline                          22,794,200               (848,400)                -3.59%                  10%
200 basis point decline                          22,030,300             (1,612,300)                -6.82%                  10%

</TABLE>

YEAR 2000

State of Readiness

     In response to  potential  Year 2000  transition  issues for  computer  and
environmental  systems,  the Company is actively addressing these issues as they
relate to the  Company's  subsidiaries  and  corporate  systems.  As with  other
financial institutions,  the Company engages in a significant amount of business
and  reporting  activity  that  depends on accurate  date  information,  such as
interest  and other  calculations  pertaining  to loans,  deposits,  assets  and
investments. The Company is taking steps to implement permanent solutions during
1998, rather than waiting until potential  problems develop.  A task force began
work on identifying and assessing  potential  issues in 1997, and the Company is
currently evaluating hardware and software solutions.  Appropriate resources are
being  allocated for hardware  systems and software,  as needed,  at each of the
Company's subsidiaries.

     Year 2000 issues are also being  addressed as they relate to the  Company's
hardware,   information  processing  systems,   environmental  systems  and  the
Company's  vendors and customers.  All of these issues are contained  within the
Company's  timeline for Year 2000  compliance.  The Company's  timeline for Year
2000 compliance  schedules each material element of Year 2000 compliance  within
regulatory  guidelines.  Present progress indicates that the Company will comply
with its timeline. The Company has completed the awareness and assessment phases
of its preparation for the year change from 1999 to 2000.

Estimated Costs

     Expenses  associated  with this issue are expensed as incurred.  Management
expects to report  periodically  on its  progress  in  addressing  the Year 2000
transition and expects to be fully Year 2000 compliant by December 31, 1998. The
Company  projects  its actual  expenditures  will be  approximately  $1,000,000.
Included in this amount are items such as computer  hardware and  software  that
may carry three to five year depreciable lives.

Risks

     As with other financial institutions,  the Company engages in a significant
amount of  business  and  reporting  activity  that  depends  on  accurate  date
information,  such as  interest  and  other  calculations  pertaining  to loans,
deposits,  assets and investments.  As a result, Year 2000 problems could result
in a system failure or miscalculations  that disrupt operations.  The Company is
taking steps to implement  permanent  solutions during 1998, rather than waiting
until  potential  problems  develop.  Most of the Company Banks are scheduled to
convert  their core data  processing  from their  current  providers to Bankline
Midamerica,  Inc. The Company does not expect to convert any Company Banks later
than June of 1999.  Management believes the Company's principal risk relating to
Year 2000 issues lies in the potential  inability of Bankline  Midamerica's data
processing system to process date sensitive information involving the Year 2000.
The Company  plans to fully test the first two Company Banks to convert for Year
2000 compliance. This testing is taking place during the fourth quarter of 1998.
Although the Company does not expect Year 2000 issues to have a material adverse
affect on its internal  operations,  it is possible  that Year 2000 issues could
have a material adverse affect on (i) the Company's  service providers and their
ability to service the Company;  and (ii) the Company's customers in the ability
to continue to utilize the Company's  services.  The  cumulative  effect of such
problems, if they occur, could have a material adverse effect on the Company.

Contingency Plans

     The Company is uncertain whether possible Year 2000 noncompliance will have
a material effect on its operations,  liquidity or financial position.  The most
significant  worst  case  scenario  would  involve  Year 2000  noncompliance  by
Bankline  Midamerica,  Inc.,  to whose  data  processing  system  the Banks will
convert.  The Company is monitoring  Bankline  Midamerica Inc.'s progress toward
Year 2000  compliance.  The Company will test Bankline  Midamerica,  Inc.'s data
processing system in the fourth quarter of 1998.
                                                                  
     The Company's subsidiaries have developed remediation contingency plans for
all  mission-critical   vendors.  The  remediation   contingency  plans  contain
readiness dates by which the Company plans to validate year 2000 compliance.  In
the event a particular  vendor's readiness can not be validated by the readiness
date, the pertinent remediation contingency plan will be implemented.

     Also,  the  Company's   subsidiaries  have  developed  business  resumption
contingency  plans.  These plans are  incorporated  into or work in coordination
with each subsidiary's  existing disaster recovery plan. The business resumption
issues  relating  directly to the year change from 1999 to 2000 are addressed in
these plans.

 
                                     
                                     PART II
                                OTHER INFORMATION

ITEM 1:  LEGAL PROCEEDINGS
 
     Exchange  Bank,  along with  approximately  twenty-four  other  persons and
entities including a number of depository institutions,  is a named defendant in
a case filed in the United States  District  Court for the District of Kansas on
September  11,  1997 on behalf of a  putative  class of over 2,400  persons  who
allegedly invested at least $14,900 each in entities known as Parade of Toys and
Bandero Cigar Company.

     The  complaint  alleges  violations  of the  Racketeer  Influenced  Corrupt
Organization  ("RICO") statute (18 U.S.C. 1962( c)), conspiracy to violate RICO,
negligent misrepresentation,  fraud, civil conspiracy and negligence on the part
of the  defendants.  The  plaintiffs  contend  that  the  defendants,  including
Exchange Bank, were listed in trade  reference  sheets provided to plaintiffs by
Parade of Toys and Bandero Cigar Company and that the defendants  made false and
misleading representations on which the plaintiffs relied to their detriment. In
each count,  the plaintiffs have sought actual damages in an amount in excess of
$75,000 each,  treble  damages under RICO, and punitive  damages.  Exchange Bank
denies  liability and is in the process of vigorously  defending  this claim.  A
hearing was conducted on March 25, 1998, on the issue of class certification. On
September  29,  1998,  the  Court  denied  class  certification  and  entered  a
scheduling order.

     A second  lawsuit  arising  out of the same  facts was filed in the  United
States District Court for the District of Kansas on September 23, 1998 on behalf
of 670  individually  named persons.  The  complaint,  which names Exchange Bank
along with approximately  sixteen (16) other persons and entities as defendants,
alleges similar causes of action as the federal court action previously filed on
behalf of a putative  class of over 2,400  persons.  The  defendants,  including
Exchange Bank, now have until November 30, 1998 to file an answer. Exchange Bank
denies any liability and intends to vigorously defend this claim.

ITEM 2:  CHANGES IN SECURITIES AND USE OF PROCEEDS

     (c) On August 4, 1998, The Company issued 210,000 shares of common stock in
the business  combination with Northwest  Bancshares,  Inc The Company relied on
Section 4 (2) of the Securities Act of 1933, as amended (the  "Securities  Act")
for exemption from the registration requirements of the Securities Act.

ITEM 3:  DEFAULTS UPON SENIOR SECURITIES

                  None

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

                  None

ITEM 5:  OTHER INFORMATION

         Pending Acquisitions

     On September 2, 1998 the Company  announced a definitive  merger  agreement
with Citizens  Bancorporation,  Inc. of Tulsa, Oklahoma in a tax-free stock swap
valued at  approximately  $56 million.  Citizens Bank of Tulsa,  a  wholly-owned
subsidiary of Citizens  Bancorporation,  had total assets of $233 million,  core
deposits of $214 million and net loans of $164 million at June,  30, 1998.  This
transaction is expected to close in the fourth quarter of 1998.

     On August 31, 1998 the Company  announced a definitive  merger agreement
with The Trust  Company,  a  Midwest  trust  services  business  in St.  Joseph,
Missouri,  in a tax-free exchange of stock valued at approximately $4.3 million.
At June 30,  1998,  The Trust  Company  had  approximately  $250  million  under
management. This transaction is expected to close in the fourth quarter of 1998.
 
         Subsequent Events

     On October 21, 1998,  the Company  acquired  First State  Bancorp,  Inc. of
Pittsburg,  Kansas in a tax-free exchange of stock valued at approximately $25.0
million.  First State Bank & Trust Company,  a wholly-owned  subsidiary of First
State Bancorp, had total assets of $108.8 million, deposits of $95.9 million and
loans of $63.5 million at June 30, 1998.

         Stock Split

     Gold Banc  announced a two-for-one  stock split in the form of a 100% stock
dividend  distributed  on May 18,  1998 to  shareholders  of record as of May 6,
1998.  All per share data has been restated to reflect the 100% stock  dividend.
In addition,  the Company declared a $.02 cash dividend on post-split  shares to
shareholders of record as of November 18, 1998, payable on November 23, 1998.

         Proposals of Security Holders

     A stockholder proposal may be considered at the Company's Annual Meeting in
1999  only if it meets the  following  requirements  set forth in the  Company's
Amended and Restated Bylaws.  First, the stockholder making the proposal must be
a  stockholder  of record  on the  record  date for such  annual  meeting,  must
continue to be a stockholder of record at the time of such meeting,  and must be
entitled to vote thereat.  Second,  the stockholder  must deliver or cause to be
delivered  a written  notice to the  Company's  Secretary.  The  Secretary  must
receive such notice no later than November 24, 1998.

     The notice  shall  specify (a) the name and address of the  stockholder  as
they appear on the books of the  Company;  (b) the class and number of shares of
the Company that are  beneficially  owned by the  stockholder;  (c) any material
interest of the  stockholder in the proposed  business  described in the notice;
(d) if such business is a nomination for director,  each nomination sought to be
made,  together  with the  reasons for each  nomination,  a  description  of the
qualifications and business or professional  experience of each proposed nominee
and a statement  signed by each nominee  indicating  his or her  willingness  to
serve if  elected,  and  disclosing  the  information  about  him or her that is
required by the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"), and the rules and regulations  promulgated  thereunder to be disclosed in
the proxy materials for the meeting  involved if he or she were a nominee of the
Company for election as one of its directors; (e) if such business is other than
a nomination  for director,  the nature of the  business,  the reasons why it is
sought to be raised and submitted for a vote of the  stockholders and if and why
it is deemed by the  stockholder to be beneficial to the Company;  and (f) if so
requested by the  Company,  all other  information  that would be required to be
filed with the Securities and Exchange  Commission  (the "SEC") if, with respect
to the business proposed to be brought before the meeting,  the person proposing
such business was a participant in a  solicitation  subject to Section 14 of the
Exchange Act.  Notwithstanding  satisfaction of the above, the proposed business
may be deemed not properly  before the meeting if,  pursuant to state law or any
rule or regulation of the SEC, it was offered as a stockholder  proposal and was
omitted from the proxy materials for the meeting.

                                                                 
ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      EXHIBITS REQUIRED TO BE FILED BY ITEM 601 OF REGULATION S-K

                  27.       Financial Data Schedule

         (b)      REPORTS ON FORM 8-K
                     None


                                                                   

SIGNATURES


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

                           GOLD BANC CORPORATION, INC.

 
Date:  November 16, 1998                  By:/s/ Keith E. Bouchey            
                                                 Keith E. Bouchey
                                                 Chief Financial Officer,
                                                 and Corporate Secretary

(Authorized officer and principal financial officer of the registrant)