UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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, 2005
|--- | -----------------------------------------------------------------------------------------------------------------------------------------

or

||_| | TRANSITION
REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACTFor the transition period from
       to
|--- | -------------------------------------------------------------------------------------------------------

Commission file number
0-28936

---

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

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

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

---

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

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

Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|

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

|ClassCommon
Stock, $1.00 par value | Outstanding at November 4, 200538,205,194
|---------------------------------- | -----------------------------------------

|
|
|

GOLD BANC CORPORATION, INC.INDEX TO FORM 10-Q FOR THE QUARTERLYPERIOD ENDED SEPTEMBER 30, 2005

Page

|PART I   FINANCIAL INFORMATION |  | 2
|------------------------------ |  | -

|ITEM 1: |  | FINANCIAL STATEMENTS                                                                                                                       |  | 2
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------ |  | -
|       
|        |  | Consolidated Balance Sheets as of September 30, 2005 (unaudited) and December 31, 2004                                                     |  | 2
|       
|        |  | Consolidated Statements of Earnings for the Three Months Ended September 30, 2005 and 2004 (Unaudited)                                     |  | 4
|       
|        |  | Consolidated Statements of Earnings for the Nine Months Ended September 30, 2005 and 2004 (Unaudited)                                      |  | 5
|       
|        |  | Consolidated Statements of Stockholders' Equity and Comprehensive Income for the Nine Months Ended September 30, 2005 and 2004 (Unaudited) |  | 6
|       
|        |  | Consolidated Statements of Cash Flows For the Nine Months ended September 30, 2005 and 2004 (Unaudited)                                    |  | 7
|       
|        |  | Notes to Consolidated Financial Statements (Unaudited)                                                                                     |  | 8

|ITEM 2: |  | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |  | 16
|------- |  | ------------------------------------------------------------------------------------- |  | --

|ITEM 3: |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |  | 26
|------- |  | ---------------------------------------------------------- |  | --

|ITEM 4: |  | CONTROLS AND PROCEDURES |  | 26
|------- |  | ----------------------- |  | --

|PART II   OTHER INFORMATION |  | 27
|--------------------------- |  | --

|ITEM 1: |  | LEGAL PROCEEDINGS |  | 27
|------- |  | ----------------- |  | --

|ITEM 2: |  | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |  | 29
|------- |  | ----------------------------------------------------------- |  | --

|ITEM 3: |  | DEFAULTS UPON SENIOR SECURITIES |  | 29
|------- |  | ------------------------------- |  | --

|ITEM 4: |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |  | 29
|------- |  | --------------------------------------------------- |  | --

|ITEM 5: |  | OTHER INFORMATION |  | 29
|------- |  | ----------------- |  | --

|ITEM 6: |  | EXHIBITS |  | 29
|------- |  | -------- |  | --

| 
|-
|1
| 

PART I   
FINANCIAL INFORMATION

|ITEM 1: | GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
|------- | --------------------------------------------

Consolidated
Balance SheetsAs of September 30, 2005 and December 31, 2004

(In thousands)

|                                                                            | September 30, 2005 |  | December 31, 2004 |          
|--------------------------------------------------------------------------- | ------------------ |  | ----------------- | ---------
|Assets                                                                      | (unaudited)        | 
|                                                                           
|Cash and due from banks                                                     |                    |  | $                 | 66,609   
|Federal funds sold and interest-bearing deposits                            |                    |  |                   | 12,069   
|                                                                            |                    |  |                   |          
|Total cash and cash equivalents                                             |                    |  |                   | 78,678   
|                                                                            |                    |  |                   |          
|Investment securities:                                                      |                    | 
|Available-for-sale, at fair value                                           |                    |  |                   | 373,976  
|Held-to-maturity (fair value of $387,709 and $411,232 as of                 |                    | 
|September 30, 2005 and December 31, 2004, respectively)                     |                    |  |                   | 391,116  
|Trading, at fair value                                                      |                    |  |                   | 4,352    
|                                                                            |                    |  |                   |          
|Total investment securities                                                 |                    |  |                   | 769,444  
|                                                                            |                    |  |                   |          
|Loans                                                                       |                    |  |                   | 3,025,122
|Allowance for loan losses                                                   |                    |  |                   | (34,222  
|                                                                            |                    |  |                   |          
|Loans, net                                                                  |                    |  |                   | 2,990,900
|                                                                            |                    |  |                   |          
|Mortgage loans held-for-sale, net                                           |                    |  |                   | 16,049   
|Premises and equipment, net                                                 |                    |  |                   | 52,974   
|Goodwill                                                                    |                    |  |                   | 29,252   
|Other intangible assets, net                                                |                    |  |                   | 4,773    
|Accrued interest and other assets                                           |                    |  |                   | 48,956   
|Cash surrender value of bank-owned life insurance, net of surrender charges |                    |  |                   | 85,744   
|Assets held-for-sale                                                        |                    |  |                   |         
|                                                                            |                    |  |                   |          
|Total assets                                                                |                    |  | $                 | 4,076,770
|                                                                            |                    |  |                   |          

See accompanying notes to consolidated financial statements

| 
|-
|2
| 

GOLD BANC
CORPORATION, INC. AND SUBSIDIARIES

Consolidated
Balance SheetsAs of September 30, 2005 and December 31, 2004

(In thousands)

|                                                                           | September 30, 2005 |  | December 31, 2004 |          
|-------------------------------------------------------------------------- | ------------------ |  | ----------------- | ---------
|Liabilities and Stockholders' Equity                                       | (unaudited)        | 
|                                                                          
|Liabilities:                                                               |                    |  |                   |          
|Deposits                                                                   |                    |  | $                 | 3,021,981
|Securities sold under agreements to repurchase                             |                    |  |                   | 128,359  
|Federal funds purchased and other short-term borrowings                    |                    |  |                   | 1,896    
|Subordinated debt                                                          |                    |  |                   | 116,599  
|Long-term borrowings                                                       |                    |  |                   | 495,985  
|Accrued interest and other liabilities                                     |                    |  |                   | 40,321   
|Liabilities held-for-sale                                                  |                    |  |                   |         
|                                                                           |                    |  |                   |          
|Total liabilities                                                          |                    |  |                   | 3,805,141
|                                                                           |                    |  |                   |          
|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 45,264,108 and |                    | 
|45,011,227 shares issued at September 30, 2005 and December 31, 2004       |                    |  |                   | 45,264   
|Additional paid-in capital                                                 |                    |  |                   | 133,470  
|Retained earnings                                                          |                    |  |                   | 179,629  
|Accumulated other comprehensive loss, net                                  |                    |  |                   | (9,834   
|Unearned compensation                                                      |                    |  |                   | (10,611  
|                                                                           |                    |  |                   |          
|                                                                           |                    |  |                   | 337,918  
|Less treasury stock, 7,058,914 shares and 4,824,575 shares at              |                    | 
|September 30, 2005 and  December 31, 2004                                  |                    |  |                   | (66,289  
|                                                                           |                    |  |                   |          
|Total stockholders equity                                                 |                    |  |                   | 271,629  
|                                                                           |                    |  |                   |          
|Total liabilities and stockholders' equity                                 |                    |  | $                 | 4,076,770
|                                                                           |                    |  |                   |          

See accompanying notes to consolidated
financial statements

| 
|-
|3
| 

GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
Consolidated Statements of Earnings
For the Three Months Ended September 30, 2005 and 2004
(In thousands, except per share data)
(unaudited)

|                                                               | September 30, 2005 |  | September 30, 2004 |       
|-------------------------------------------------------------- | ------------------ |  | ------------------ | ------
|Interest income:                                               |                    |  |                    |       
|Loans, including fees                                          |                    |  | $                  | 51,051
|Investment securities                                          |                    |  |                    | 6,747 
|Other                                                          |                    |  |                    | 599   
|                                                               |                    |  |                    |       
|Total interest income                                          |                    |  |                    | 58,397
|                                                               |                    |  |                    |       
|Interest expense:                                              |                    | 
|Deposits                                                       |                    |  |                    | 19,637
|Borrowings and other                                           |                    |  |                    | 9,222 
|                                                               |                    |  |                    |       
|Total interest expense                                         |                    |  |                    | 28,859
|                                                               |                    |  |                    |       
|Net interest income                                            |                    |  |                    | 29,538
|                                                              
|Provision for loan losses                                      |                    |  |                    | 2,087 
|                                                               |                    |  |                    |       
|Net interest income after provision for loan losses            |                    |  |                    | 27,451
|                                                               |                    |  |                    |       
|Other income:                                                  |                    | 
|Service fees                                                   |                    |  |                    | 3,057 
|Investment trading fees and commissions                        |                    |  |                    | 288   
|Net gains on sale of mortgage loans                            |                    |  |                    | 383   
|Net losses on sale of securities                               |                    |  |                    | (6    
|Bank-owned life insurance                                      |                    |  |                    | 957   
|Trust fees                                                     |                    |  |                    | 1,199 
|Other income (loss)                                            |                    |  |                    | 913   
|                                                               |                    |  |                    |       
|Total other income                                             |                    |  |                    | 6,791 
|                                                               |                    |  |                    |       
|Other expense:                                                 |                    | 
|Salaries and employee benefits                                 |                    |  |                    | 10,752
|Data processing                                                |                    |  |                    | 1,518 
|Net occupancy expense                                          |                    |  |                    | 2,368 
|Depreciation and amortization expense                          |                    |  |                    | 1,958 
|Professional services                                          |                    |  |                    | 1,308 
|Expense for the settlement of qui tam litigation, net          |                    |  |                    |      
|Other                                                          |                    |  |                    | 3,374 
|                                                               |                    |  |                    |       
|Total other expense                                            |                    |  |                    | 21,278
|                                                               |                    |  |                    |       
|Earnings (loss) from continuing operations before income taxes |                    |  |                    | 12,964
|                                                               |                    | 
|Income tax expense (benefit)                                   |                    |  |                    | 7,968 
|                                                               |                    |  |                    |       
|Net earnings (loss)                                            |                    |  | $                  | 4,996 
|                                                               |                    |  |                    |       
|Net earnings (loss)per share  basic                           |                    |  | $                  | 0.13  
|                                                               |                    |  |                    |       
|Net earnings (loss)per share  diluted                         |                    |  | $                  | 0.13  
|                                                               |                    |  |                    |       

See accompanying notes to consolidated financial statements

| 
|-
|4
| 

GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
Consolidated Statements of Earnings
For the Nine Months Ended September 30, 2005 and 2004
(In thousands, except per share data)
(unaudited)

|                                                            | September 30, 2005 |  | September 30, 2004 |        
|----------------------------------------------------------- | ------------------ |  | ------------------ | -------
|Interest income:                                            |                    |  |                    |        
|Loans, including fees                                       |                    |  | $                  | 150,776
|Investment securities                                       |                    |  |                    | 22,132 
|Other                                                       |                    |  |                    | 2,131  
|                                                            |                    |  |                    |        
|Total interest income                                       |                    |  |                    | 175,039
|                                                            |                    |  |                    |        
|Interest expense:                                           |                    | 
|Deposits                                                    |                    |  |                    | 56,575 
|Borrowings and other                                        |                    |  |                    | 27,352 
|                                                            |                    |  |                    |        
|Total interest expense                                      |                    |  |                    | 83,927 
|                                                            |                    |  |                    |        
|Net interest income                                         |                    |  |                    | 91,112 
|                                                            |                    | 
|Provision for loan losses                                   |                    |  |                    | 7,373  
|                                                            |                    |  |                    |        
|Net interest income after provision for loan losses         |                    |  |                    | 83,739 
|                                                            |                    |  |                    |        
|Other income:                                               |                    | 
|Service fees                                                |                    |  |                    | 9,473  
|Investment trading fees and commissions                     |                    |  |                    | 1,332  
|Net gains on sale of mortgage loans                         |                    |  |                    | 970    
|Net losses on sale of securities                            |                    |  |                    | (2,070 
|Gain on sale of branch facilities                           |                    |  |                    | 34,420 
|Gain on credit card portfolio                               |                    |  |                    |       
|Bank-owned life insurance                                   |                    |  |                    | 2,834  
|Trust fees                                                  |                    |  |                    | 3,705  
|Other                                                       |                    |  |                    | 1,272  
|                                                            |                    |  |                    |        
|Total other income                                          |                    |  |                    | 51,936 
|                                                            |                    |  |                    |        
|Other expense:                                              |                    | 
|Salaries and employee benefits                              |                    |  |                    | 36,627 
|Data processing                                             |                    |  |                    | 5,082  
|Net occupancy expense                                       |                    |  |                    | 5,870  
|Depreciation and amortization expense                       |                    |  |                    | 5,966  
|Professional services                                       |                    |  |                    | 4,189  
|Expense for the settlement of !!!qui tam!!! litigation, net |                    |  |                    |       
|Other                                                       |                    |  |                    | 13,410 
|                                                            |                    |  |                    |        
|Total other expense                                         |                    |  |                    | 71,144 
|                                                            |                    |  |                    |        
|Earnings from continuing operations before income taxes     |                    |  |                    | 64,531 
|                                                            |                    | 
|Income tax expense                                          |                    |  |                    | 26,146 
|                                                            |                    |  |                    |        
|Net earnings from continuing operations                     |                    |  |                    | 38,385 
|Net loss from discontinued operations, net of tax           |                    |  |                    |       
|                                                            |                    |  |                    |        
|Net earnings                                                |                    |  | $                  | 38,385 
|                                                            |                    |  |                    |        
|Net earnings from continuing operations per share  basic   |                    |  | $                  | 1.01   
|Net loss from discontinued operations per share  basic     |                    |  | $                  | -      
|                                                            |                    |  |                    |        
|Net earnings per share  basic                              |                    |  | $                  | 1.01   
|                                                            |                    |  |                    |        
|Net earnings from continuing operations per share  diluted |                    |  | $                  | 1.00   
|                                                            |                    | 
|Net loss from discontinued operations per share  diluted   |                    |  | $                  | -      
|                                                            |                    |  |                    |        
|Net earnings per share  diluted                            |                    |  | $                  | 1.00   
|                                                            |                    |  |                    |        

See accompanying notes to consolidated financial statements

| 
|-
|5
| 

GOLD BANC CORPORATION, INC. AND
SUBSIDIARIES

Consolidated Statements of
Stockholders' Equity and Comprehensive IncomeFor the Nine Months Ended September 30, 2005 and
2004

(Amounts in
thousands)(Unaudited)

|                                    | PreferredStock |  | CommonStock |   | AdditionalPaid-inCapital |  | RetainedEarnings |   | AccumulatedOtherComprehensiveIncome (Loss) |         | UnearnedCompensation |  | TreasuryStock |   | Total |       
|----------------------------------- | -------------- |  | ----------- | - | ------------------------ |  | ---------------- | - | ------------------------------------------ | ------- | -------------------- |  | ------------- | - | ----- | ------
|                                    |                |  |             |   |                          |  |                  |   |                                            |         |                      |  |               |   |       |       
|Balance at December 31, 2003        |                |  | $           |  |                          |  | 44,567           |   |                                            | 122,444 |                      |  | 132,082       |   |       | (2,812
|Net earnings for the nine           |                | 
|months ended September 30, 2004     |                |  |             |  |                          |  |                 |   |                                            |        |                      |  | 11,769        |   |       |      
|Amortization of unrealized loss     |                | 
|on investment securities            |                | 
|transferred from                    |                | 
|available-for-sale to               |                | 
|held-to-maturity portfolio          |                |  |             |  |                          |  |                 |   |                                            |        |                      |  |              |   |       | 172   
|Change in unrealized gain on        |                | 
|available-for-sale securities       |                |  |             |  |                          |  |                 |   |                                            |        |                      |  |              |   |       | (3,277
|                                    |                | 
|Total comprehensive income for      |                | 
|the nine months ended               |                | 
|September 30, 2004                  |                |  |             |   |                          |  |                  |   |                                            |         |                      |  |               |   |       |       
|                                    |                | 
|Exercise of 306,662 stock options   |                |  |             |  |                          |  | 307              |   |                                            | 2,382   |                      |  |              |   |       |      
|Tax benefit of exercise of          |                | 
|stock options                       |                |  |             |  |                          |  |                 |   |                                            | 996     |                      |  |              |   |       |      
|Allocation of 290,000 shares        |                | 
|held by Employee Stock              |                | 
|Ownership Plan                      |                |  |             |  |                          |  |                 |   |                                            | 2,191   |                      |  |              |   |       |      
|Stock-based compensation expense    |                |  |             |  |                          |  |                 |   |                                            | 1,554   |                      |  |              |   |       |      
|Dividends paid ($0.09 per           |                | 
|common share)                       |                |  |             |  |                          |  |                 |   |                                            |        |                      |  | (3,604        | ) |       |      
|                                    |                |  |             |   |                          |  |                  |   |                                            |         |                      |  |               |   |       |       
|Balance at September 30, 2004       |                |  | $           |  |                          |  | 44,874           |   |                                            | 129,567 |                      |  | 140,247       |   |       | (5,917
|                                    |                |  |             |   |                          |  |                  |   |                                            |         |                      |  |               |   |       |       
|                                    |                | 
|Balance at December 31, 2004        |                |  | $           |  |                          |  | 45,011           |   |                                            | 129,381 |                      |  | 146,360       |   |       | (6,007
|Net earnings for the nine           |                | 
|months ended September 30, 2005     |                |  |             |  |                          |  |                 |   |                                            |        |                      |  | 38,385        |   |       |      
|Amortization of unrealized loss     |                | 
|on investment securities            |                | 
|transferred from                    |                | 
|available-for-sale to               |                | 
|held-to-maturity portfolio          |                |  |             |  |                          |  |                 |   |                                            |        |                      |  |              |   |       | 386   
|Change in unrealized gain on        |                | 
|derivative financial instruments    |                |  |             |  |                          |  |                 |   |                                            |        |                      |  |              |   |       | (3,035
|Change in unrealized loss on        |                | 
|available-for-sale securities       |                |  |             |  |                          |  |                 |   |                                            |        |                      |  |              |   |       | (1,178
|                                    |                | 
|Total comprehensive income for      |                | 
|the nine months ended               |                | 
|September 30, 2005                  |                |  |             |   |                          |  |                  |   |                                            |         |                      |  |               |   |       |       
|                                    |                | 
|Exercise of 94,781 stock options    |                |  |             |  |                          |  | 95               |   |                                            | 612     |                      |  |              |   |       |      
|Tax benefit of exercise of          |                | 
|stock options                       |                |  |             |  |                          |  |                 |   |                                            | 109     |                      |  |              |   |       |      
|Allocation of 172,500 shares        |                | 
|held by Employee Stock              |                | 
|Ownership Plan                      |                |  |             |  |                          |  |                 |   |                                            | 1,142   |                      |  |              |   |       |      
|Acquisition of 2,234,339 shares     |                | 
|of treasury stock                   |                |  |             |  |                          |  |                 |   |                                            |        |                      |  |              |   |       |      
|Issuance of restricted stock grants |                |  |             |  |                          |  | 188              |   |                                            | 2,476   |                      |  |              |   |       |      
|Stock-based compensation expense    |                |  |             |  |                          |  | (30              | ) |                                            | (250    | )                    |  |              |   |       |      
|Dividends paid ($0.13 per           |                | 
|common share)                       |                |  |             |  |                          |  |                 |   |                                            |        |                      |  | (5,116        | ) |       |      
|                                    |                |  |             |   |                          |  |                  |   |                                            |         |                      |  |               |   |       |       
|Balance at September 30, 2005       |                |  | $           |  |                          |  | 45,264           |   |                                            | 133,470 |                      |  | 179,629       |   |       | (9,834
|                                    |                |  |             |   |                          |  |                  |   |                                            |         |                      |  |               |   |       |       

See accompanying notes to consolidated financial statements.

| 
|-
|6
| 

GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2005 and 2004
(Amounts in thousands)
(Unaudited)

|                                                      | September 30, 2005 |  | September 30, 2004 |           
|----------------------------------------------------- | ------------------ |  | ------------------ | ----------
|Cash flows from operating activities:                 |                    |  |                    |           
|Net earnings                                          |                    |  | $                  | 38,385    
|Loss from discontinued operations                     |                    |  |                    |          
|Adjustments to reconcile net earnings to net cash     |                    | 
|provided by (used in) operating activities:           |                    | 
|Provision for loan losses                             |                    |  |                    | 7,373     
|Allocation of ESOP Shares                             |                    |  |                    | 1,142     
|Non-cash compensation expense                         |                    |  |                    | 1,170     
|Loss on sales of securities                           |                    |  |                    | 2,070     
|Gain on sales of branches                             |                    |  |                    | (34,420   
|Amortization of investment securities' premiums,      |                    | 
|net of accretion                                      |                    |  |                    | 1,330     
|Depreciation and amortization                         |                    |  |                    | 5,966     
|Gain on sale of mortgage loans held-for-sale          |                    |  |                    | (970      
|Increase in cash surrender value of bank owned        |                    | 
|life insurance                                        |                    |  |                    | (2,834    
|Net decrease in trading securities                    |                    |  |                    | 1,104     
|Proceeds from sale of loans held-for-sale             |                    |  |                    | 74,360    
|Origination of loans held-for-sale, net of repayments |                    |  |                    | (83,715   
|Other changes:                                        |                    | 
|Accrued interest receivable and other assets          |                    |  |                    | 9,579     
|Accrued interest payable and other liabilities        |                    |  |                    | 12,951    
|Net change in operating activities of                 |                    | 
|discontinued operations                               |                    |  |                    |          
|                                                      |                    |  |                    |           
|Net cash provided by operating activities             |                    |  | $                  | 33,491    
|                                                      |                    |  |                    |           
|Cash flows from investing activities:                 |                    | 
|Net increase in loans                                 |                    |  | $                  | (314,257  
|Proceeds from sales of available-for-sale securities  |                    |  |                    | 101,258   
|Proceeds from calls, paydowns and maturities of       |                    | 
|available-for-sale securities                         |                    |  |                    | 43,954    
|Purchases of available-for-sale securities            |                    |  |                    | (28,967   
|Proceeds from calls, paydowns and maturities of       |                    | 
|held-to-maturity securities                           |                    |  |                    | 21,597    
|Purchases of held-to-maturity securities              |                    |  |                    | (1,700    
|Net additions to premises and equipment               |                    |  |                    | (6,115    
|Net decrease in assets held-for-sale                  |                    |  |                    | 37,192    
|Net decrease in liabilities held-for-sale             |                    |  |                    | (17,561   
|Cash received (paid) in branch sales                  |                    |  |                    | 75,322    
|Cash received in redemption of cash surrender value   |                    | 
|of life insurance                                     |                    |  |                    |          
|                                                      |                    |  |                    |           
|Net cash used in investing activities                 |                    |  | $                  | (89,277   
|                                                      |                    |  |                    |           
|Cash flows from financing activities:                 |                    | 
|Increase in deposits                                  |                    |  | $                  | 235,207   
|Proceeds from issuance of trust preferred             |                    |  |                    |          
|Payment of trust preferred debt                       |                    |  |                    |          
|Net increase (decrease) in short-term borrowings      |                    |  |                    | (6,542    
|Repayment of long-term borrowings                     |                    |  |                    | (1,435,857
|Additional long-term borrowings                       |                    |  |                    | 1,269,659 
|Proceeds from issuance of common stock                |                    |  |                    | 707       
|Tax benefit of issuance of common stock               |                    |  |                    | 109       
|Purchase of treasury stock                            |                    |  |                    | (32,000   
|Dividends paid                                        |                    |  |                    | (5,116    
|                                                      |                    |  |                    |           
|Net cash provided by financing activities             |                    |  |                    | 26,167    
|                                                      |                    |  |                    |           
|Increase (decrease) in cash and cash equivalents      |                    |  |                    | (29,619   
|Cash and cash equivalents, beginning of period        |                    |  |                    | 108,297   
|                                                      |                    |  |                    |           
|Cash and cash equivalents, end of period              |                    |  | $                  | 78,678    
|                                                      |                    |  |                    |           
|Supplemental disclosure of cash flow information:     |                    | 
|Cash paid for interest                                |                    |  | $                  | 83,755    
|Cash paid for income taxes                            |                    |  |                    | 23,930    
|Transfer of investment securities available-for-sale  |                    | 
|to held-to-maturity portfolio                         |                    |  |                    |          

See accompanying notes to consolidated financial statements.

| 
|-
|7
| 

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

(Unaudited)

1.   Basis of Presentation and Nature of Operations

The
accompanying unaudited 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 and notes thereto 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 September 30, 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 and nine months
ended September 30, 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 and nine months ended September 30, 2005 are not necessarily indicative of
the results to be expected for the entire year.

Gold
Banc Corporation, Inc. is a bank holding company that owns and operates a
community bank (Gold Bank) with branches located in Florida, Kansas,
Missouri, and Oklahoma. The Company provides a full range of commercial and
consumer financial services. The Company owns and operates a full-service
broker/dealer and investment firm and a trust company.

2.   Earnings per Common Share

Basic
earnings per share are based upon the weighted average number of common shares
outstanding during the periods presented. Diluted earnings per share include the
effects of all potentially dilutive common shares outstanding during each
period. The shares used in the calculation of basic and diluted earnings per
share for the three and nine months ended September 30, 2005 and, 2004 are shown
below (in thousands):

|                                                           | For the three months endedSeptember 30 |  | For the nine months endedSeptember 30 |       
|---------------------------------------------------------- | -------------------------------------- |  | ------------------------------------- | ------
|                                                           |                                        |  |                                       |       
|
|                                                           |                                        |  |                                       |       
|Weighted average common shares outstanding  basic         |                                        |  |                                       | 38,218
|                                                          
|Unallocated ESOP Shares                                    |                                        |  |                                       | (981  
|                                                           |                                        |  |                                       |       
|Total basic weighted average common shares outstanding     |                                        |  |                                       | 37,237
|                                                           |                                        | 
|Stock options and unvested restricted stock                |                                        |  |                                       | 500   
|                                                           |                                        |  |                                       |       
|Total weighted average common shares outstanding  diluted |                                        |  |                                       | 37,737
|                                                           |                                        |  |                                       |       

| 
|-
|8
| 

The
Company currently applies Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees, (APB 25) and
related interpretations, in accounting for its stock-based compensation
plans.  In accordance with APB 25, no compensation expense has been
recognized for employee stock-based compensation plans other than for restricted
stock and instances where vesting of option awards has been accelerated. 
The Company has adopted the disclosure-only provisions of Statement of Financial
Accounting Standards No. 148, Accounting for Stock-Based
Compensation-Transition and Disclosure, (SFAS 148) an
amendment of Statement of Financial Accounting Standards No. 123,
Accounting for Stock-Based Compensation,  (SFAS
123); therefore, no compensation expense has been recognized for most of
the Companys employee stock options.

In
December 2004, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 123R, Share-Based Payment,
(revised 2004) (SFAS 123R). SFAS 123R requires entities to
measure the cost of employee services received in exchange for an award of
equity instruments based on the grant-date fair value of the award. That cost
will be recognized over the period during which an employee is required to
provide service in exchange for the award, normally the vesting period. This
revised statement allows entities to restate previously issued financial
statements or adopt the provisions on a prospective basis. If restatement is
chosen, the expense shown for prior periods will be the same amounts previously
calculated and reported in their pro forma disclosures that had been required by
SFAS 123.  The provisions of SFAS 123R are effective for our 2006 fiscal
year beginning January 1, 2006. We will continue to apply the accounting
provisions of APB 25 in accounting for our stock-based compensation plans until
the effective date of SFAS 123R.  On March 30, 2005, the SEC released
Staff Accounting Bulletin No. 107, Share Based Payments,
(SAB 107), which expresses the staffs views regarding the
application of SFAS 123R.  The impact of adopting SFAS 123R and SAB 107
cannot be accurately estimated at this time, as it is dependent on the amount of
share-based awards in future periods.  However, had the Company adopted
SFAS 123R and SAB 107 in a prior period, the impact would approximate the pro
forma impact to net income (loss) and earnings (loss) per share under SFAS
123s fair value method of accounting for employee stock plans as presented
in the tables within this footnote.  SFAS 123R also requires that tax
benefits received in excess of recognized compensation cost be reclassified from
an operating cash flow to a financing cash flow in the Consolidated Statement of
Cash Flows.  This change in classification will reduce net operating cash
flows and increase net financing cash flows in the periods after adoption.

The
following table illustrates the effect on reported net income and earnings per share for
the three and nine months ended September 30, 2005 and 2004 as if we had applied the
fair value method of accounting for employee stock plans as required by SFAS 123 (in
thousands, except per share amounts):

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

| 
|-
|9
| 

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

The
weighted-average fair value of each stock option included in the preceding pro
forma amounts was estimated using a Black-Scholes option-pricing model and is
amortized over the vesting period of the underlying options.

3.   Stock Repurchase

On
August 24, 2005, the Company completed the authorized repurchase of $32.0
million of outstanding common stock. The board of directors authorized an
initial repurchase in the amount of $12.0 million on October 21, 2004 and an
additional amount of $20.0 million on April 18, 2005. A total of 2,234,339
shares were repurchased between January 27, 2005 and August 24, 2005 at a total
cost of $32.0 million. The average price paid per share was $14.32. During the
quarter, 508,000 shares of stock were repurchased at a total cost of $7.7
million (average cost per share of $15.14). The board of directors authorized an
additional stock repurchase on October 19, 2005 (see footnote 12).

4.   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 1996 Equity
Compensation Plan. On April 19, 2005, the Company granted an additional 28,200
shares of restricted stock and 18,800 restricted stock units pursuant to that
plan. Compensation expense associated with these grants was $0.4 million for the
three months ended September 30, 2005 and $1.2 million for the nine months ended
September 30, 2005. The restricted stock and restricted stock units vest at the
end of three to five years from the date of grant provided continued employment
with the Company during this period.

|  
|--
|10
|  

5.   Intangible Assets and Goodwill

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

|                                                          | September 30, 2005 |  | September 30, 2004 |      
|--------------------------------------------------------- | ------------------ |  | ------------------ | -----
|                                                          |                    |  |                    |      
|
|                                                          |                    |  |                    |      
|
|Amortized intangible assets:                              |                    |  |                    |      
|Core deposit premium                                      |                    |  | $                  | 7,508
|Aggregate amortization expense for the nine months ended  |                    |  |                    |      
|Aggregate amortization expense for the three months ended |                    |  |                    |      

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 September 30, 2005 was $29.3 million, compared with $30.5
million at December 31, 2004. There was no impairment of goodwill from continuing
operations recorded for the three and nine months ended September 30, 2005 or 2004.
Goodwill of $1.2 million was allocated to the bank branches sold during the second
quarter  of 2005 (see Note 8). Goodwill of $0.6 million was allocated to the bank
branches sold  during the first quarter of 2004 (see Note 8).

6.   Comprehensive Income

Comprehensive
income was $1.1 million and $3.3 million for the three months ended September 30, 2005
and  September 30, 2004, respectively. Comprehensive income was $34.6 million and $8.7
million  for the nine months ended September 30, 2005 and September 30, 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 and derivative financial instruments and
amortization of  unrealized loss on investment securities transferred from
available-for-sale to  held-to-maturity. During the three months ended September 30,
2004, the Company recorded a  reclassification adjustment of $(7.2) million associated
with losses included in net  earnings for such periods. During the nine months ended
September 30, 2005 and September  30, 2004, the Company recorded reclassification
adjustments of $1.3 million and $(7.1)  million, respectively, associated with gains and
losses included in net earnings for such  periods.

7.   Income Taxes

On  October
17, 2005, the Companys bank subsidiary entered into three settlement  agreements
with the IRS arising from the banks purchase of $14.2 million in  multifamily
housing revenue bonds in 2001 and 2002. The bank subsidiary made a one-time  $3.5 million
cash payment in full settlement of all claims made by the IRS. The payment is  reflected
as additional income tax expense in third quarter 2005. The bank subsidiary  didnt
admit any liability or wrongdoing in connection with the settlement. The  effective tax
rate for the three-month and nine-month periods ended September 30, 2005,  are higher
than historical rates due primarily to the settlement agreements. Because the  settlement
amounts were probable and estimable as of September 30, 2005, the Company  recorded a
charge as of that date for the settlement amount. The Company did not believe  there was
any potential liability with respect to the bonds until commencement of the IRS
examination in September 2005.

|  
|--
|11
|  

8.   Mergers,
Acquisitions, Dispositions and Consolidations

Pursuant
to the Companys strategy to increase its presence in higher-growth metropolitan
areas, 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 $193.0 million  (net of allowance of $1.8 million), respectively. Total bank
premises 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 bank premises 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 for the period  from January 1, 2004 to the date of sale resulted in a loss
from discontinued operations  of $0.6 million.

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.

Sale
of Five Gold Bank branches in Oklahoma.On January 12, 2005, Gold Bank
entered into an agreement for the sale of five branch locations in Oklahoma. The sale of
these Gold Bank branches closed on June 17, 2005. As of the date of closing, the deposits
and loans of these Gold Bank branches were approximately $332.6 million and $346.0
million  (net of allowance of $1.9 million), respectively. Bank premises and equipment at
the date  of closing were $4.3 million. These items were recorded as assets and
liabilities  held-for-sale as of December 31, 2004. In connection with the sale of these
branches, the  Company recorded a gain of approximately $34.4 million.

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 during 2002 with an aggregate notional
amount of $82.5 million. The interest rate swaps are derivative financial instruments and
were designated as fair value hedges of subordinated debentures. Two of these swaps were
called in 2003 leaving $37.6 million outstanding during 2004. 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 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.

|  
|--
|12
|  

In  August
2003, the Company entered into seven interest-rate swap agreements with an  aggregate
notional amount of $190.0 million for the purpose of effectively converting  $190.0
million of fixed-rate FHLB borrowings into floating rate obligations. These  interest
rate swaps were 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 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 to the counterparty during the three  months ended December 31, 2004.

On
December 1, 2004, the Company entered into three interest-rate swap agreements with an
aggregate notional amount of $190.0 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 $60.0 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 $60.0 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 $70.0 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 September 30, 2005, the Company received net cash flows of $0.4
million from the seven prime-based pools related cash value swaps that were recorded in
interest income on loans. During the nine months ended September 30, 2005, the Company
received net cash flows of $1.8 million from the seven prime-based pools related cash
value swaps that were recorded in interest income on loans.

During  the
three months ended September 30, 2004, the Company received net cash flows of $0.4
million under the subordinated debenture related swap, and $0.9 million on the FHLB
related swaps, which were recorded as a $1.3 million reduction of interest expense on
borrowings. A total of $0.4 million was recorded in earnings as a loss due to hedging
ineffectiveness during the three months ended September 30, 2004. During the nine months
ended September 30, 2004, the Company received net cash flows of $1.4 million under the
subordinated debenture related swap, and $1.7 million on the FHLB related swaps, which
were recorded as a $3.1 million reduction of interest expense on borrowings. An
additional  $0.2 million was recorded in earnings as a loss due to hedging
ineffectiveness during the  nine months ended September 30, 2004.

|  
|--
|13
|  

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

|                    | September 30, 2005     |  | December 31, 2004 |        
|------------------- | ---------------------- |  | ----------------- | -------
|
|                    | (Dollars in thousands)
|Interest rate swaps |                        |  | $                 | 190,000

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
$1.205 billion at September 30, 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. Included in the above amount, the Company has
also contingently  guaranteed $61.9 million in letters of credit issued to customers
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 the provisions of these
agreements is the right of the purchaser to return the loans to the Company if the
borrower defaults within a stated period. This period ranges between one and 12 months
depending on the requirement of the applicable purchaser. 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 between the amount of the loan and the
recovery  value of the underlying collateral.

At
September 30, 2005, a liability in the amount of $0.8 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 deferred fee 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 $89.6 million at
September 30, 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.

|  
|--
|14
|  

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 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 in these cases, 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.

12.   Subsequent Events

On  October
17, 2005, the Company entered into a settlement agreement with its corporate  counsel.
The Companys corporate counsel also acted as bond counsel on all three bond  issues
for which the Companys bank subsidiary entered into three settlement  agreements
with the IRS arising from the banks purchase of $14.2 million in  multifamily
housing revenue bonds (Series C Bonds) in 2001and 2002 (see  footnote 7). The
bond counsel issued opinions stating that, based on certain assumptions  and conditions,
under existing law as of the dates of the opinions, interest on the bonds  was excluded
for federal income tax purposes from the gross income of the bondholders. The  firms
opinions were a factor relied upon by the bank in purchasing the Series C  Bonds. The
bank made claims against the firm in connection with the Series C Bonds, and  the firm
denied liability arising out of the bond transactions. The Company has agreed to  settle
its claims against the firm for a total of $3.3 million, consisting of $2.1 million  in
cash payments by the firm and $1.2 million in structured payments that include  discounts
on legal fees over a period of up to four years after the date of the  settlement. The
Company has received a total of $0.3 million in cash payments from the  firm, and has
realized $0.2 million in structured payments from the firm as of September  30, 2005. The
remaining cash payment of $1.8 million was received subsequent to September  30, 2005,
and will be recorded as other income in fourth quarter.

On  October
19, 2005, the board of directors authorized an additional expenditure of up to  $20.0
million for the repurchase of its outstanding common stock from time to time during  the
next twelve months in open market purchases and/or private transactions subject to
market conditions, and as permitted by securities laws and other legal requirements.

|  
|--
|15
|  

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

The
following financial review presents managements discussion and analysis of our
consolidated financial condition and results of operations. This review highlights the
major factors affecting results of operations and any significant changes in financial
condition for the three and nine-month periods ended September 30, 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 and
nine month  periods ended September 30, 2005 are not necessarily indicative of results to
be attained  for the entire year.

Selected Financial Data

The
following table sets forth certain financial data for the three and nine-month periods
ended September 30, 2005 and September 30, 2004 (dollars in thousands, except per share
amounts):

|                                        | Three Months EndedSeptember 30 |  | Nine Months EndedSeptember 30 |      
|--------------------------------------- | ------------------------------ |  | ----------------------------- | -----
|                                        |                                |  |                               |      
|
|                                        |                                |  |                               |      
|Net earnings (loss)                     |                                |  | $                             | 4,996
|Net earnings (loss) per share (diluted) |                                |  | $                             | 0.13 
|Return on average assets (annualized)   |                                |  |                               | 0.49 
|Return on equity (annualized)           |                                |  |                               | 7.10 
|Ratio of dividend to net earnings       |                                |  |                               | 38.52

|                                              | At September 30,2005 |  | At September 30,2004 |      
|--------------------------------------------- | -------------------- |  | -------------------- | -----
|Ratio of Stockholders' equity to total assets |                      |  |                      | 6.66%

Results of Operations

Net
Interest Income

Total
interest  income for the three months ended September 30, 2005 was $58.4 million compared
to $50.4  million for the three months ended September 30, 2004, an increase of $8.0
million. This  increase resulted from a $9.9 million increase in loan interest partially
offset by a $2.1  million decrease in investment security interest. The increase in
interest on loans over  the prior year is attributed to a significant increase in loan
volume as well as increased  rates. The decline on investment earnings was due to
paydowns in the principal balance of  securities as well as sales and maturities of
securities. We completed the sale of $101.3  million of investment securities during the
second quarter of 2005. With the average costs  of short-term borrowing approaching the
yield on these bonds, this strategy served to  reduce our balance sheet leverage, reduce
reliance on Federal Home Loan Bank  (FHLB) borrowings and improve margin.
These available-for-sale securities were  not required for pledging or other operating
needs.

Average
loans (including loans held-for-sale) increased to $3.0 billion for the three months
ended  September 30, 2005 compared to $2.9 billion for the three months ended September
30, 2004,  a 3.6% increase. This increase in loans resulted from significant loan
activity in our  Kansas City and Florida markets despite the sale of $346.0 million of
loans as part of the  branch sales during the second quarter of 2005. Total interest
income for the nine months  ended September 30, 2005 was $175.0 million compared to
$149.8 million for the nine months  ended September 30, 2004, an increase of $25.2
million. This increase resulted from a  $30.4 million increase in loan interest, which
was partially offset by a $5.8 million  decrease in interest from investment securities.
For the three months ended September 30,  2005, our average rate on a tax-equivalent
basis for earning assets was 6.13%, an increase  from 5.17% for the three months ended
September 30, 2004. For the nine months ended  September 30, 2005, our average rate on a
tax-equivalent basis for earning assets was  5.86%, an increase from 5.07% for the nine
months ended September 30, 2004. The increase  in the average rate on earning assets
primarily resulted from market increased lending  rates charged by the bank.

|  
|--
|16
|  

Average
earning assets were $3.8 billion for the three months ended September 30, 2005 compared
with $3.9 billion for the three months ended September 30, 2004 due to branch sales
partially offset by loan growth. Average earning assets were $4.0 billion for the nine
months ended September 30, 2005 compared with $4.0 billion for the nine months ended
September 30, 2004.

Total
interest expense for the three months ended September 30, 2005 was $28.9 million, a $7.3
million, or 34.1%, increase over the three months ended September 30, 2004. The increase
was primarily due to a $5.3 million increase in interest on deposits and a $2.0 million
increase in interest on borrowings. Total interest expense for the nine months ended
September 30, 2005 was $83.9 million, a $19.1 million, or 29.4%, increase over the nine
months ended September 30, 2004. The increase was primarily due to a $13.5 million
increase in interest on deposits and a $5.6 million increase in interest on borrowings.
Excluding branch sales, deposits grew $108.6 million or 3.7% during third quarter 2005 in
addition to the growth of $126.7 million in the first and second quarter year to date,
despite a reduction in brokered certificates of deposit. Brokered certificates of deposit
totaled $377.1 million as of September 30, 2005, a $159.5 million reduction from $536.6
million at the end of 2004. FHLB advances were $411.8 million at September 30, 2005,
compared to $571.9 million at December 31, 2004, a $160.1 million reduction. This
combined  reduction of $319.6 million in brokered deposits and FHLB borrowings reflects
our  commitment to move away from wholesale funding and to build core deposits.

For  the
three months ended September 30, 2005, our average cost of funds was 3.48%, an  increase
from 2.42% for the three months ended September 30, 2004. For the nine months  ended
September 30, 2005, our average cost of funds was 3.10%, an increase from 2.39% for  the
three months ended September 30, 2004. The increase in the average cost of funds
primarily relates to the increased rates paid on deposits, as well as the increased
interest expense associated with our FHLB borrowings. From September, 2004 to September,
2005, the Federal Reserve raised interest rates by 2.0.%

Net
interest income was $27.5 million for the three months ended September 30, 2005, compared
to $28.5 million for the same period in 2004, a decrease of 3.6%. Net interest income was
$91.1 million for the nine months ended September 30, 2005, compared to $84.9 million for
the same period in 2004, an increase of 7.3%. Our net interest margin increased from
2.99%  for the three months ended September 30, 2004 to 3.10% for the three months ended
September 30, 2005 on a tax-equivalent basis. Our net interest spread increased from
2.68%  for the nine months ended September 30, 2004 to 2.76% for the nine months ended
September  30, 2005 on a tax-equivalent basis. Changes in net interest income from the
second quarter  of 2005 are primarily due to decreased earning assets resulting from
branch sales, reduced  interest income on investments as the portfolio has diminished,
and increased rates on  deposits and borrowings. The decrease over the prior year is
attributed to branch sales as  well as the following other factors. Interest income on
loans increased $9.9 million due  primarily to rate increases with a lesser portion of
the increase attributable to loan  growth. Interest income on investments decreased $2.1
million due to declining principal  balances from sales and maturities. Interest expense
on deposits increased $5.3 million  almost exclusively due to rate increases from recent
market conditions as well as a  concerted effort to grow core deposits and position
ourselves competitively. Interest  expense on borrowings grew $2.0 million due again to
rate increases with some volume  improvement as we have shifted away from borrowings in
favor of deposits.

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 73.4% of our
total  assets as of September 30, 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.

|  
|--
|17
|  

The
allowance for loan losses totaled $34.2 million and $32.1 million at September 30, 2005
and December 31, 2004, respectively, and represented 1.13% and 1.03% of total loans at
each date. The provision for loan losses for the three months ended September 30, 2005
was  $2.1 million compared to $0.5 million for the three months ended September 30, 2004.
The  provision for loan losses for the nine months ended September 30, 2005 was $7.4
million  compared to $4.8 million for the nine months ended September 30, 2004. The
increase in the  provision for loan losses for the current quarter and the nine-month
period from a year  ago was the result of significant loan growth and additional
provision that we judged to  be necessary on the loan portfolio as of September 30, 2005.
In addition, approximately  $2.0 million of the provision during second quarter 2005 was
attributable to portfolio  loans in Oklahoma for which deterioration merited an increased
allowance. This  deterioration is not necessarily indicative of the quality of the
remainder of the  portfolio. Net charge-offs for the three months ended September 30,
2005 were $1.4 million  compared to $0.8 million for the three months ended September 30,
2004. Net charge-offs  for the nine months ended September 30, 2005 were $3.0 million
compared to $3.1 million  for the nine months ended September 30, 2004. We continue 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.

We
consider non-performing assets to include all non-accrual loans and other loans past due
90 days or more (as to principal and interest) and still accruing. Total non-performing
loans were $21.7 million and $15.7 million at September 30, 2005 and December 31, 2004,
respectively. The $6.0 million increase in non-performing loans can generally be
attributed to a $4.8 million increase in non-accrual loans due primarily to three large
credits, and a $1.1 million increase in accruing loans past due 90 days or more. Total
non-performing loans were 0.72% and 0.51% of gross loans at September 30, 2005 and
December 31, 2004, respectively. Total non-performing assets were $25.7 million and $19.6
million at September 30, 2005 and December 31, 2004, respectively. The increase in
non-performing assets of $6.1 million can be generally attributed to the above mentioned
loan activity. Total non-performing assets were 0.63% and 0.45% of total assets at
September 30, 2005 and December 31, 2004, respectively.

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 net realizable 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, conditions in the market for a particular collateral
type,  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 loan portfolio, particularly 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 or the
underlying collateral. Accordingly, the allowance for loan losses may not be adequate to
cover actual loan losses, and significant increases to the allowance may be required in
the future if economic conditions or the condition of our loan portfolio should worsen.
Material additions to the allowance for loan losses would result in a decrease of our net
earnings and capital.

|  
|--
|18
|  

Other
Income

For  the
three months ended September 30, 2005, other income was $6.8 million compared to a  loss
of $4.5 million for the three months ended September 30, 2004, an increase of $11.3
million. The net increase resulted primarily from the recording of securities losses of
$11.0 million in the third quarter of 2004 versus virtually no such losses in the third
quarter of 2005. The comparison also included an increase in 2005 of $1.0 million in the
category of other income due to a settlement gain of $0.6 million and losses on the
disposal of fixed assets in the third quarter of 2004 that were not present in 2005. The
settlement gain was the result of a claim against the trustee of Oklahoma Series C Bonds
purchased by the Bank. These increases were partially offset by a reduction in service
fees of $0.5 million and a decrease in investment trading fees and commissions of $0.4
million. Service fees are down due to a restructuring of insufficient funds and account
analysis charges late last year. The fee policy was modified again during the third
quarter to affect higher service fees late in the quarter, but there was still an overall
decline compared to last year. Investment trading fees and commissions are down due to
lower trading volume.

For  the
nine months ended September 30, 2005, other income was $51.9 million compared to $33.7
million for the nine months ended September 30, 2004, an increase of $18.3 million, or
54.3%. The net increase resulted primarily from gains on the sale of branch facilities of
$34.4 million in the second quarter of 2005 compared to gains of $20.6 million on branch
sales in the first and second quarters of 2004. This increase was partially offset by a
reduction in service fees of $2.6 million due primarily to declining insufficient funds
charges, a decrease in investment trading fees and commissions of $1.0 million, a
decrease  in net gains on sale of mortgage loans of $0.1 million, a decrease in
bank-owned life  insurance of $0.1 million, and a decrease caused by a gain of $1.2
million from the sale  of the credit card portfolio in the second quarter of 2004. Net
losses on securities  declined $8.8 million due to the securities losses of $10.9 million
being recorded in 2004  compared to securities losses of $2.1 million being recorded in
2005. Trust fees increased  $0.4 million and other income increased $0.2 million in the
respective periods.

Other
Expense

For  the
three months ended September 30, 2005, other expense was $21.3 million compared to  $26.9
million for the same period of 2004. Salaries and employee benefits decreased from  $12.4
million in the third quarter of 2004 to $10.8 million in the third quarter of 2005,  a
decrease of $1.6 million. This decrease was the result of decreases in salaries,
restricted stock compensation expense and ESOP compensation expense, and was partially
offset by increases in contract labor. A reduction of salaries and benefits was realized
from the sale of several branches in 2005. Data processing expenses declined from $1.9
million in the third quarter of 2004 to $1.5 million in the third quarter of 2005. This
decrease was primarily the result of decreases in credit card expenses, interchange
expenses and merchant expenses, all the result of the sale of our credit card portfolio
in  2004. Net occupancy expense increased to $2.4 million for the quarter ended September
30,  2005 compared to $1.8 million for the quarter ended September 30, 2004 due to
expenses  associated with the new Services Center and exiting old facilities.
Depreciation expense  increased from $1.8 million to $2.0 million from the quarter ended
September 30, 2004 to  September 30, 2005, respectively. Professional services remained
constant at $1.3 million.  The remaining expenses classified as other expense decreased
from $5.1 million to $3.4  million due primarily to acquisition costs in the prior year.

For the nine months ended September
30, 2005, other expense was $71.1 million compared to $93.6 million for the same period of
2004. Salaries and employee benefits decreased from $39.0 million in the first nine months
of 2004 to $36.6 million in the first nine months of 2005, a decrease of $2.4 million.
This decrease is the result of the sale of several branches in 2005 and a corresponding
reduction of salaries and benefits as well as the changes for the quarter noted above.
Data processing expenses declined from $6.0 million in the first nine months of 2004 to
$5.1 million in the first nine months of 2005. Net occupancy expense increased from $5.3
million for the nine months ended September 30, 2004 to $5.9 million for the nine months
ended September 30, 2005 for the reasons noted above. Depreciation expense increased from
$5.3 million to $6.0 million from the nine months ended September 30, 2004 to September
30, 2005, respectively, due to asset purchases for the new Service Center and other
locations. Professional services declined from $5.1 million to $4.2 million due to
decreases in legal fees in the corresponding periods. The largest decrease was caused by
the expensing of $16.5 million in the second and third quarters of 2004 related to the
settlement of the qui tam litigation with no corresponding amounts occurring in the first
nine months of 2005. The remaining expenses classified as other expense decreased from
$16.4 million to $13.4 million, a decrease of $3.0 million. Included in other expense,
amortization of prepaid offering costs declined due to the write-off of $2.0 million in
debt issuance costs when we refinanced two of our three trust-preferred obligations in the
first quarter of 2004. We also recorded non-recurring expenses of $0.2 million in the
first nine months of 2004 related to the terminated Silver acquisition, as well as $1.1
million in expenses during that period related to FLHB swaps.

|  
|--
|19
|  

Income
Tax Expense

Income
tax expense (benefit) for the three-month periods ended September 30, 2005 and 2004 was
$8.0 million and $(1.0) million, respectively. The effective tax rate for each period was
61.5% and 35.2%, respectively. The primary difference in the tax expense is due to
improved results for the quarter. Third quarter 2005 includes a $3.5 million settlement
agreement with the IRS. Our bank subsidiary entered into three settlement agreements with
the IRS arising from the banks purchase of $14.2 million in multifamily housing
revenue bonds (the Series C Bonds) in 2001 and 2002. The bank made a one-time
$3.5 million cash payment in full settlement of all claims made by the IRS. The payment is
reflected as additional income tax expense in the quarter. The bank didnt admit any
liability or wrongdoing in connection with the settlement. Further detail on the
settlement can be obtained in our news release and Form 8-K, both dated October 17, 2005.
The effective rate was also higher than normal in the third quarter of 2005 and 2004 due
to gains from branch sales, non-deductible expenses related to the proposed acquisition of
the Company incurred in 2004, the non-deductible portion of the qui tam settlement,
and the non-deductible portion of ESOP compensation expense which resulted in a higher
percentage of taxable income to total income. Income tax expense for the nine months ended
September 30, 2005 and 2004 was $26.1 million and $8.0 million, respectively. The
effective tax rate for each period was 40.5% and 39.2%, respectively. The rates for the
nine-month periods ended September 30, 2005 and 2004 are higher than historical rates for
the same reasons enumerated above.

Financial Condition

During
the first nine months of 2005, cash and cash equivalents decreased $29.6 million or 27.4%
compared to balances at December 31, 2004. The primary decrease was caused by a
substantial decrease in Fed Funds sold. We had been accumulating cash to pay off FHLB debt
during the third quarter as it matured.

During
the first nine months of 2005, net loans increased $306.3 million, or 11.4%, compared to
balances at December 31, 2004. This increase is exclusive of the $347.9 million of
loans sold with the branch sale transaction. Mortgage loans held-for-sale increased $10.3
million over the balance at December 31, 2004, due primarily to a pending transaction to
sell mortgage loans.

Investment
securities at September 30, 2005 decreased $146.6 million compared to the balance at
December 31, 2004. This was composed primarily of a decrease of $38.7 million in U.S.
agency mortgage-backed securities and a decrease of $102.1 million in U.S. agency
securities. The sale of $101.3 million of available-for-sale investment securities was
completed during the second quarter. The remaining $45.3 million was the result of
pay-downs and maturities in the available-for-sale portfolio. The available-for-sale
securities portfolio of $374.0 million is comprised of $218.5 million in obligations of
U.S. government-sponsored entities, $104.1 million of mortgage-backed securities, $41.4
million of stock and other investments, $9.2 million in municipal securities, and $0.7
million in U.S. Treasury securities. Held-to-maturity securities total $391.1 million and
are comprised of $252.3 million in obligations of U.S. government-sponsored entities,
$76.6 million of mortgage-backed securities, $44.5 million of trust-preferred securities,
and $17.7 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.
The average maturity of the securities portfolio is approximately 4.2 years, or 2.8 years
excluding trust-preferred securities.

|  
|--
|20
|  

Bank-owned
life insurance at September 30, 2005, increased $2.8 million compared to the balance sheet
amount at December 31, 2004. The increase resulted from earnings recorded on our
investment in bank-owned life insurance.

Total
deposits increased $235.2 million, or 8.4%, at September 30, 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. This increase is
exclusive of the $332.6 million of deposits sold as part of the branch sales during the
second quarter of 2005. Additionally, brokered CDs were reduced by $29.7 million
during the quarter and by $159.5 million on a year-to-date basis as we have shifted our
emphasis away from brokered deposits.

Compared
to 2004 year-end balances, borrowings at September 30, 2005, decreased $149.9 million. Our
short-term borrowings of federal funds purchased and securities sold under agreements to
repurchase vary depending on daily liquidity requirements. These borrowings increased
$15.6 million during the first nine months of 2005 to a combined balance of $130.3 million
at September 30, 2005. Long-term borrowings, consisting mainly of FHLB advances and
Leverage Repurchase Agreements, decreased $165.5 million to $612.6 million outstanding at
September 30, 2005. The decrease in long-term borrowings is the direct result of paying
down FHLB debt as it matured during the first nine months of 2005.

During
the first nine months of 2005, accrued interest and other liabilities increased from $30.2
million to $40.3 million. This was primarily the result of a $2.4 million decrease in
income taxes payable from the branch sale gain and current quarter earnings, a $5.9
million increase in accrued interest, a $7.3 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 September 30, 2005 for the periods indicated.

|                               | Payments Due by Period | 
|------------------------------ | ---------------------- | 
|
|                               |                        | 
|                               | (dollars in thousands) | 
|Long-term debt obligations (1) |                        | 
|Operating lease obligations    |                        | 
|Purchase obligations           |                        | 
|Time Open and CD's             |                        | 
|                               |                        | 
|Total                          |                        | 
|                               |                        | 

---

|(1) | For floating interest rate obligations, contractual cash obligations are based
upon the interest rate in effect on September 30, 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 our bank are
met primarily by Federal Funds sold, short-term investments, deposits, and the generally
predictable cash flow (primarily repayments) from bank assets. Intermediate term liquidity
is provided by our banks investment portfolio. Our bank has 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 and cash dividends and tax
payments from our subsidiary bank. Total net loans increased $306.3 million compared to
December 31, 2004, while total deposits increased $235.2 million compared to the same
period. The majority of our deposits consist of time deposits. 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.

|  
|--
|21
|  

Cash
and cash equivalents and investment securities totaled $848.1 million, or 20.8%, of total
assets at September 30, 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
September 30, 2005 was $33.5 million, consisting primarily of net earnings adjusted by
depreciation and amortization, the provision for loan losses and increases in accrued
interest payable and other liabilities, and offset by the gain on sale of branches of
$34.4 million and net growth in loans held for sale. Cash used by investing activities was
$89.3 million. This was primarily attributable to the increase in loans of $314.3 million,
which was partly offset by proceeds from the sale and maturity of available-for-sale
securities of $145.2 million, cash received in branch sales and a decrease in assets
held-for-sale net of the decrease in liabilities held-for-sale. Cash provided by financing
activities was $26.2 million, consisting primarily of an increase in deposits of $235.2
million, net of a decrease in net borrowings of $172.7 million and $32.0 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,
our 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 must 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 September 30, 2005 were 11.82%, 10.04% and 8.43%, respectively. These
same ratios at December 31, 2004 were 11.08%, 9.32% and 7.75%, respectively. The increases
in capital from year-end are primarily due to the branch sale completed in June net of the
impact of stock repurchases.

The
principal source of funds at the holding company level is dividends from our bank. The
payment of dividends is subject to restrictions imposed by federal and state banking laws
and regulations. At September 30, 2005, our subsidiary bank could pay $57.2 million in
dividends to us and still remain well capitalized. Management believes funds generated
from dividends from our subsidiaries and our existing lines of credit will be sufficient
to meet our current cash requirements.

Credit
Facilities

The
bank has agreements with the Federal Home Loan Bank system to provide advances. As of
September 30, 2005, the bank had approximately $411.8 million of advances outstanding with
the FHLB.

On
September 30, 2005, we renewed our line of credit with JP Morgan Chase Bank One, NA ( a
successor by merger to Bank One, N. A. ) (JP Morgan Credit Line) that allows
us to borrow up to $25.0 million. The JP Morgan Credit Line matures on October 1, 2006. We
anticipate that the line will be renewed at that time. Interest accrues on advances under
the JP Morgan Credit Line, at our option, at a rate equal to either LIBOR plus 1.25% per
annum or JP Morgans prime rate. We may draw on the JP MorganCredit Line from time to
time to fund various corporate matters. As of September 30, 2005, we had no outstanding
balance on the JP MorganCredit Line.

Under
a Loan Agreement dated as of October 1, 2004 (ESOP Loan Agreement), between
our ESOP and JP Morgan Chase Bank One, NA ( a successor by merger to Bank One, N. A), our
ESOP may borrow up to $10.1 million. Loans under the ESOP Loan Agreement bear interest, at
the ESOPs option, at either JP Morgans Prime Base Rate or LIBOR plus 1.70%. As
of September 30, 2005 and December 31, 2004, our ESOP had approximately $8.5 and $9.7
million outstanding, respectively, under the ESOP Loan Agreement, which it borrowed to pay
off a 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.

|  
|--
|22
|  

Derivative
Financial Instruments

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

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 the interest
streams under variable-rate, prime-based loans 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.

BOLI
Policies

Our
bank subsidiary has purchased bank-owned life insurance (BOLI) policies with
death benefits payable to our 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 a banks
capital and surplus, and its aggregate investment in BOLI policies from a single insurance
company to 15% of a banks capital and surplus. All of our banks BOLI
investments comply with federal guidelines. As of September 30, 2005, the bank had $85.7
million of BOLI (equal to 21.6% of its capital and surplus). Our bank 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 subsidiary.

Critical Accounting
Policies

Our
accounting policies are fundamental to understanding our financial condition and
performance and 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 our 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

The
allowance for loan losses 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 section entitled Provision/Allowance
for Loan Losses in this item.

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 actual loan losses,
and we may have to increase the allowance in the future. Material additions to our
allowance for loan losses and any material loan losses in excess of the allowance would
have a material adverse effect on our net earnings.

|  
|--
|23
|  

Impairment
of Goodwill

As
required by the provisions of Statement of Financial Accounting Standards No. 142,
Goodwill and Other Intangible Assets, we review goodwill for impairment at
least annually, or more frequently based upon facts and circumstances related to each
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 values of our non-bank financial subsidiaries (Gold Capital Management and Gold Trust
Company) fluctuate 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 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 our 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
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.

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 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 our company and its subsidiaries, including, without
limitation:

| |  | statements
that are not historical in nature; and
| | - | -------------------------------------------------

| |  | statements
preceded by, followed by or that include the words believes, expects, may, will, should, could, anticipates, estimates, intends or
similar expressions.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Forward-looking statements are not
guarantees of future performance or results. 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:

| |  | We
may experience potential reductions in deposits or loan demand;
| | - | ------------------------------------------------------------------

| |  | Changes
in interest margins on loans or deposits could adversely affect our profitability;
| | - | ------------------------------------------------------------------------------------------

| |  | Changes
in allowance for loan losses or increased loan defaults could adversely affect our
earnings;
| | - | ----------------------------------------------------------------------------------------------------

| |  | Changes
in the interest rate environment could adversely affect loan demand, the cost of
deposits, or the default rate on loans;
| | - | --------------------------------------------------------------------------------------------------------------------------------

|  
|--
|24
|  

| |  | Competitive
pressures from other financial services companies could adversely affect our business;
| | - | --------------------------------------------------------------------------------------------------

| |  | General
economic conditions or conditions in real estate markets, either nationally or  locally,
could increase our exposure to loan losses;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------

| |  | Legislative
or regulatory changes may adversely affect the business in which our company  and its
subsidiaries are engaged;
| | - | ---------------------------------------------------------------------------------------------------------------------------

| |  | Adapting
to technological changes may be more difficult or expensive than we anticipate;
| | - | ----------------------------------------------------------------------------------------

| |  | Hedging
activities may cause losses or be less effective than anticipated; and
| | - | ------------------------------------------------------------------------------

| |  | Changes
in securities markets may  impact the value of our investments.
| | - | -----------------------------------------------------------------------

These and other risks are described in
Exhibit 99.1 to this Form 10-Q incorporated herein by reference. Other factors that we
have not identified in that Exhibit could also affect our business or financial
performance. We undertake no obligation to update or review any forward-looking statement,
whether as a result of new information, future events, or otherwise. You are cautioned not
to put undue reliance on any forward-looking statement, which speaks only as of the date
it was made.

|  
|--
|25
|  

|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 re-pricing of
interest rate sensitive interest-earning assets and interest-bearing liabilities. An
interest rate sensitive balance sheet item is one that is able to re-price quickly,
through maturity or otherwise. Controlling the maturity or re-pricing 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 re-pricing 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 use an asset/liability model to analyze the
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 adversely affect net interest income by more than
10%.

The
following table indicates that, at September 30, 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      |                     | $136,451,000 |               | $9,868,000    |                       | 7.80%   
|100 basis point rise      |                     | $132,594,000 |               | $6,011,000    |                       | 4.75%   
|Base Rate Scenario        |                     | $126,583,000 |               |              |                       |        
|100 basis point decline   |                     | $118,298,000 |               | $(8,285,000)  |                       | (6.55%) 
|200 basis point decline   |                     | $108,906,000 |               | $(17,677,000) |                       | (13.96%)

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

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
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based upon
that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that
our disclosure controls and procedures were effective as of the end of the period covered
by this report at the reasonable assurance level.

Changes to Internal
Control over Financial Reporting

No
change in our internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) occurred
during the quarter ended September 30, 2005 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.

|  
|--
|26
|  

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. The Amended Petition proposed a class 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 its average agricultural customer.
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 the defendants.

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. On June 3, 2005, the District Court issued an order certifying a
class composed of those agricultural customers who obtained a FSA guaranteed loan
between January 1, 1999 to February 29, 2004. We filed an appeal of the class
certification order to the Oklahoma Court of Civil Appeals, and the briefing on that
appeal is now complete. The District Court and the Court of Civil Appeals denied our
request to stay discovery in the District Court case pending resolution of our appeal. We
are awaiting the ruling of the Oklahoma Court of Civil Appeals.

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 consisted 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 alleged that our
subsidiary bank charged its average farm customer a lesser interest rate than was charged
to FSA guaranteed borrowers. The plaintiffs claimed that charging the higher interest rate
is usurious. Similar federal law claims asserted by the same plaintiffs against the same
defendants had been 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 alleged that our subsidiary bank
converted unspecified funds belonging to plaintiffs. Plaintiffs claimed that our
subsidiary bank committed fraud by materially misrepresenting to the class that they 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 alleged 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 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 sought to recover for the class all sums paid to us for allegedly usurious
interest, which amount they claimed 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 were alleged.

|  
|--
|27
|  

We
filed a motion to dismiss plaintiffs state court claims on March 16, 2005. At a
hearing on May 19, 2005, the Court granted our motion to dismiss. On September 15, 2005,
the Court entered a written order dismissing plaintiffs claims and entering judgment
for us. Plaintiffs have appealed the dismissal of their claims to the Oklahoma Court of
Civil Appeals under an accelerated procedure that provides for no additional briefing on
appeal. The appeal of this case has been assigned to the same division of the Oklahoma
Court of Civil Appeals that was assigned our appeal in the Janzen matter.

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

Gold Bank v. Mike Johanns,
Secretary of Agriculture, in his official capacity; U.S. Department of Agriculture; and
Farm Service Agency (United States District Court for the District of Kansas)

Gold
Bank filed this lawsuit on June 7, 2005 challenging the FSA interest rate regulation as
unconstitutionally vague. The regulation, 7 C.F.R. section 762.124, provides that lenders
may not charge their FSA guaranteed customers interest in excess of the interest charged
to the lenders average agricultural loan customer. The regulation does
not define average agricultural loan customer and gives no guidance on how to
calculate the average rate. This regulation formed the basis for both the
previously-settled False Claims Act qui tam lawsuit (discussed in previous filings) and
the above-referenced lawsuits filed by FSA borrowers.

Gold
Banks lawsuit challenging the interest rate regulation arose in the context of
requests for interest assistance subsidies that the FSA recently denied. To obtain
interest assistance subsidies on eligible loans, Gold Bank is required to submit annual
interest assistance request forms to the FSA. In early 2005, requests for approximately
$300,000 in interest assistance claims to the FSA were due. Part of the interest
assistance request form is a certification by the bank that the request is accurate
and consistent with the terms of FSA regulations, presumably including the interest
rate limitation. Certifications of this sort were alleged to have been falsely made in the
False Claims Act case, and the relator and United States government sought fines and
treble damages for each such allegedly false certification. In light of the uncertainty
over the meaning of the interest rate regulation, Gold Bank attached addenda to these
requests limiting its certification to the information provided on the form itself. The
FSA rejected these requests, and noted that no revisions or addenda to the standard form
would be accepted. This lawsuit challenges the constitutionality of the interest rate
regulation on vagueness grounds, and asks the Court to order the FSA to accept Gold
Banks interest assistance requests with the addenda.

The
United States filed a motion to dismiss the complaint on September 12, 2005, and we filed
our opposition to that motion on October 12, 2005. Briefing on the motion should be
completed on November 4, 2005. An initial scheduling conference is set for November 29,
2005.

We
believe we have a valid claim and intend to vigorously pursue the claim through the
judicial process.

|  
|--
|28
|  

|ITEM 2: | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|------- | -----------------------------------------------------------

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

|Period                           |  | Total Numberof SharesPurchased |  | AveragePrice Paidper Share |  | Total Number ofShares Purchasedas Part ofPublicly AnnouncedProgram |       | Maximum Number (orApproximate DollarValue) of Shares ThatMay Yet Be PurchasedUnder the Program | 
|-------------------------------- |  | ------------------------------ |  | -------------------------- |  | ------------------------------------------------------------------ | ----- | ---------------------------------------------------------------------------------------------- | 
|July 1  July 31, 2005           |  |                                |  | 11,500                     |  | $                                                                  | 15.00 |                                                                                                | 
|August 1  August 31, 2005       |  |                                |  | 496,500                    |  |                                                                    | 15.14 |                                                                                                | 
|September 1  September 30, 2005 |  |                                |  |                           |  |                                                                    |      |                                                                                                | 
|                                 |  |                                |  |                            |  |                                                                   
|Total                            |  |                                |  | 508,000                    |  | $                                                                  | 15.14 |                                                                                                | 
|                                 |  |                                |  |                            |  |                                                                   

---

|(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.

|ITEM 5: | OTHER INFORMATION
|------- | -----------------

None.

|ITEM 6: | EXHIBITS
|------- | --------

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

| | ExhibitNumber | Description
| | ------------- | -----------

| | 10.1 | Closing
Agreement on Final Determination Covering Specific Matters dated October 17, 2005
between the Internal Revenue Service (IRS) and Gold Bank concerning Gold  Banks
purchase of multifamily housing revenue bonds issued by the Community  Development
Authority of Manitowoc, Wisconsin
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.2 | Closing
Agreement on Final Determination Covering Specific Matters dated October 17, 2005
between the IRS and Gold Bank concerning Gold Banks purchase of multifamily housing
revenue bonds issued by the City of Lees Summit, Missouri
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.3 | Closing
Agreement on Final Determination Covering Specific Matters dated October 17, 2005
between the IRS and Gold Bank concerning Gold Banks purchase of multifamily housing
revenue bonds issued by the Oklahoma Housing Development Authority
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|  
|--
|29
|  

| | 31.1 | Certification
of Chief Executive Officer of Gold Banc Corporation, Inc., dated  November 8, 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  November 8, 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 November  8, 2005,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, which is furnished with this report and is not treated as
filed in reliance upon Item 601(b)(32) of Regulation S-K
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 32.2 | Certification
of Chief Financial Officer of Gold Banc Corporation, Inc. dated November  8, 2005,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, which is furnished with this report and is not treated as
filed in reliance upon Item 601(b)(32) of Regulation S-K
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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:                                                                                                                                        
| | Rick J. TremblayExecutive Vice President
and Chief Financial Officer (Authorized officer and principal financial officer of the registrant)

Date: November 4, 2005

|  
|--
|30
|