<PAGE>

    As filed with the Securities and Exchange Commission on December 5, 2001
                                                           Registration No. 333-

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

     11301 Nall Avenue, Leawood, Kansas                   66211
  (Address of principal executive offices)              (Zip Code)

               Gold Banc Corporation, Inc. Employees' 401(k) Plan
                            (Full title of the plan)
                               __________________

                             Mr. Michael W. Gullion
                                11301 Nall Avenue
                              Leawood, Kansas 66211
                     (Name and address of agent for service)

                                 (913) 451-8050
          (Telephone number, including area code, of agent for service)

                              ____________________

                                    Copy to:

                                 John A. Granda
                          Stinson, Mag & Fizzell, P.C.
                               1201 Walnut Street
                                 P.O. Box 419251
                        Kansas City, Missouri 64141-6251
                                 (816) 691-3188
                               Fax: (816) 691-3495
                              ____________________


<TABLE>
<CAPTION>
                                                 CALCULATION OF REGISTRATION FEE

     --------------------------------------------------------------------------------------------------------------------
                                                               Proposed maximum                              Amount of
                                                Amount to be  offering price per      Proposed maximum      registration
         Title of securities to be registered    registered          share        aggregate offering price      fee
     --------------------------------------------------------------------------------------------------------------------
<S>                                           <C>             <C>                <C>                        <C>
     Common Stock, par value $1.00 per share  200,000 (1)(2)       $7.33 (5)             $1,466,000            $350.37
                                                   (3)(4)
     --------------------------------------------------------------------------------------------------------------------
</TABLE>

     (1)      This Registration Statement also relates to such additional and
              indeterminable number of shares of Gold Banc Corporation, Inc.
              common stock, par value $1.00 per share ("Common Stock"), as may
              become issuable due to adjustments for changes resulting from
              stock dividends, stock splits, recapitalizations, mergers,
              reorganizations, combinations or exchanges or other similar
              events.

     (2)      The shares of Common Stock of Gold Banc Corporation, Inc. being
              registered consist of shares to be acquired in open market
              purchases under the Gold Banc Corporation, Inc. Employees' 401(k)
              Plan (the "Plan").

     (3)      Pursuant to Rule 416(c) under the Securities Act of 1933, as
              amended (the "Securities Act"), this registration statement also
              covers an indeterminate amount of interests to be offered or sold
              pursuant to the Plan.

     (4)      Excludes all shares previously registered under the Plan on Form
              S-8.

     (5)      Estimated solely for the purpose of calculating the registration
              fee pursuant to Rule 457(h) under the Securities Act, whereby the
              per share price was determined by reference to the average of the
              high and low price of the Common Stock reported in the Nasdaq
              National Market on November 30, 2001.

                           _________________________

<PAGE>

                                     PART I

              Information Required in the Section 10(a) Prospectus

          In accordance with Rule 428 under the Securities Act and the
instructional note to Part I of Form S-8, the information specified in Part I of
Form S-8 has been omitted from this Registration Statement.

         The documents containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act. Such documents and the documents incorporated
by reference herein pursuant to Item 3 of Part II hereof, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

                                     PART II

               Information Required in the Registration Statement

Item 3.   Incorporation of Documents by Reference.

          The following documents, which have been filed by the Registrant with
the Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and are incorporated by reference by
the Registrant and the Plan into this Registration Statement on Form S-8:

          1.   The Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 2000;

          2.   The Company's Quarterly Reports on Form 10-Q for the periods
               ended March 31, 2001, June 30, 2001 and September 30, 2001;

          3.   The Company's Reports on Form 8-K filed on January 3, 2001,
               February 21, 2001, March 8, 2001, May 8, 2001, and August 14,
               2001;

          4.   The description of the Company's common stock, $1.00 par value,
               set forth in the Form 8-A (File No. 000-28936) Registration
               Statement filed with the SEC on November 1, 1996, including any
               amendment or report filed for the purpose of updating such
               description; and

          5.   The Plan's Annual Report on Form 11-K for the fiscal year ended
               December 31, 2000.

          All documents subsequently filed by the Company or the Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered
hereunder have been sold or which deregisters all of the securities offered then
remaining unsold, shall be deemed to be incorporated herein by reference and to
be a part hereof form the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein will be deemed to be modified or superseded for purposes of the
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document that is or is deemed to be incorporated by
reference herein modifies or supersedes such previous statement. Any such
statement so modified or superseded will not be deemed to constitute a part of
the Registration Statement, except as modified or superseded.

Item 4.   Description of Securities

          Not applicable

Item 5.   Interests of Named Experts and Counsel

          Not applicable

                                      II-1

<PAGE>

Item 6.  Indemnification of Directors and Officers

         The following summary is qualified in its entirety by reference to the
complete text of the statute referred to below and the Restated Articles of
Incorporation, as amended, and Amended and Restated Bylaws of the Company. Under
Section 17-6305 of the Kansas General Corporation Code (the "Kansas Code"), a
corporation may indemnify a director, officer, employee or agent of the
corporation (or other entity if such person is serving in such capacity at the
corporation's request) against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him if
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. In the case of an action brought by or in the right of a
corporation, the corporation may indemnify a director, officer, employee or
agent of the corporation (or other entity if such person is serving in such
capacity at the corporation's request) against expenses (including attorneys'
fees) actually and reasonably incurred by him if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless a court determines that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnification for such expenses as
the court shall deem proper. Expenses (including attorneys' fees) incurred by an
officer of director in defending any civil or criminal suit or proceeding may be
paid by the corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or one half of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation. Consistent with Section 17-6305
of the Kansas Code, Article VI, Section 1 of the Amended and Restated Bylaws of
the Company provide that the Company will indemnify its directors, advisory
directors and officers against expenses, judgments, fines and amounts paid in
settlement in connection with any action, suit or proceeding to the fullest
extent permitted by the Kansas Code. With respect to a criminal action or
proceeding, the director or officer must also have had no reasonable cause to
believe his conduct was unlawful.

         Article Nine of the Company `s Restated Articles of Incorporation
provides that no director or advisory director shall be liable to the Company or
its stockholders for monetary damages for breaches of fiduciary duty as a
director except to the extent such exemption from liability or limitation
thereof is not permitted under the Kansas Code. Section 17- 6002(b)(8) of the
Kansas Code does not permit the exemption from or limitation of liability for
(i) breaches of their duty of loyalty to the Company or its stockholders, (ii)
acts or omissions not in good faith or which involve intentional misconduct or
knowing violations of law, (iii) certain transactions under Section 17-6424 of
the Kansas Code (unlawful payment of dividends) or (iv) transactions from which
a director derives an improper personal benefit. Under VI, Section 4 of the
Amended and Restated Bylaws of the Company, the Company may purchase and
maintain insurance on behalf of any person who is or was a director, advisory
director, officer, employee, fiduciary or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
arising out of his status as such, whether or not the Company would have the
power to indemnify such persons against liability. The Company carries standard
directors and officers liability coverage for its directors and officers and the
directors and officers of its subsidiaries. Subject to certain limitations and
exclusion, the policies reimburse the Company for liability indemnified under
the Amended and Restated Bylaws and indemnify the directors and officers against
additional liabilities not indemnified under the Amended and Restated Bylaws.

Item 7.  Exemption from Registration Claimed

         Not applicable

Item 8.  Exhibits.

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

         4.1               Gold Banc Corporation, Inc. Employees' 401(k) Plan*

         4.2               Restated Articles of Incorporation of the Company.
                           (Previously filed as an Exhibit to the Company's
                           Registration Statement on Form SB-2 No. 333-12377 and
                           the same is

                                      II-2

<PAGE>


                           incorporated herein by reference.)

         4.3               Certificate of Amendment to Restated Articles of
                           Incorporation. (Previously filed as an Exhibit to the
                           Company's Registration Statement on Form S-4 No.
                           333-28563 and the same is incorporated herein by
                           reference.)

         4.4               Amended and Restated Bylaws of the Company.
                           (Previously filed as an Exhibit to the Company's
                           Registration Statement on Form S-4 No. 333-91559 and
                           the same is incorporated herein by reference.)

         4.5               Form of Common Stock Certificate. (Previously filed
                           as an Exhibit to the Company's Registration Statement
                           on Form SB-2 No. 333- 12377 and the same is
                           incorporated herein by reference.)

         4.6               Rights Agreement dated October 13, 1999, between the
                           Company and American Stock Transfer and Trust
                           Company, as Rights Agent. (Previously filed as an
                           Exhibit to the Company's Current Report on Form 8-K
                           filed October 15, 1999 and the same is incorporated
                           herein by reference.)

         5                 Internal Revenue Service determination letter, dated
                           November 18, 1995, that the Plan is qualified under
                           Section 401 of the Internal Revenue Code. (Previously
                           filed as an Exhibit to the Company's Registration
                           Statement on Form S-8 No. 333-80751 filed June 15,
                           1999 and the same is incorporated herein by
                           reference.)

         23.1              Consent of KPMG, LLP*

         24                Powers of Attorney (included in signature page to
                           Registration Statement)

         *Filed herewith

Item 9.  Undertakings.

(a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective amendment to this Registration Statement:

             (i)           To include any prospectus required by section
                           10(a)(3) of the Securities Act of 1933;

             (ii)          To reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the Registration Statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20% change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement;

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the Registration Statement or any material change to
                           such information in the Registration Statement;

         Provided, however, that paragraphs (i) and (ii) do not apply if the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed with or
         furnished to the

                                      II-3

<PAGE>

         Commission by the registrant pursuant to Section 13 or Section 15(d) of
         the Securities Exchange Act of 1934 that are incorporated by reference
         in this Registration Statement.

         (2) That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.

         The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities act of 1933, each filing
         of the registrant's annual report pursuant to section 13(a) or section
         15(d) of the Securities Exchange Act of 1934 (and where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         section 15(d) of the Securities Exchange Act of 1934) that is
         incorporated by reference in the registration statement shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
         Act may be permitted to directors, officers and controlling persons of
         the Registrant pursuant to the foregoing provisions or otherwise, the
         Registrant has been advised that in the opinion of the Securities and
         Exchange Commission, such indemnification is against public policy as
         expressed in the Securities Act and is, therefore, unenforceable. In
         the event that a claim for indemnification against such liabilities
         (other than the payment by the Registrant of expenses incurred or paid
         by a director, officer or controlling person of the Registrant in the
         successful defense of any action k such or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the
         Securities Act and will be governed by the final adjudication of such
         issue.

                                      II-4

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Leawood, State of Kansas, on December 3, 2001.

                                       GOLD BANC CORPORATION, INC.
                                       (Registrant)


                                        By:   /s/ Michael W. Gullion
                                            ------------------------------------
                                            Michael W. Gullion
                                            Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned directors of
Gold Banc Corporation, Inc., hereby severally constitute Michael W. Gullion and
Rick J. Tremblay, and each of them singly, our true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place, and stead, in any and all capabilities, to sign any and all
pre- or post-effective amendments to this registration statement, and to file
the same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
              Signatures                                         Title                                   Date
              ----------                                         -----                                   ----
<S>                                      <C>                                                    <C>
/s/ Michael W. Gullion                   Chairman of the Board and Chief Executive Officer
------------------------------------
Michael W. Gullion                       (Principal Executive Officer)                          December 3, 2001


/s/ Malcolm M. Aslin
------------------------------------
Malcolm M. Aslin                         Director, President and Chief Operating Officer        December 3, 2001


/s/ Rick J. Tremblay
------------------------------------
Rick J. Tremblay                         Senior Vice President and Chief Financial Officer      December 3, 2001


/s/ William F. Wright
------------------------------------
William F. Wright                        Director                                               December 3, 2001


/s/ Allen D. Petersen
------------------------------------
Allen D. Petersen                        Director                                               December 3, 2001


____________________________________
William R. Hagman, Jr.                   Director                                               December __, 2001


____________________________________
D. Patrick Curran                        Director                                               December __, 2001
</TABLE>

                                      II-5

<PAGE>

/s/ Donald C. McNeill                     Director
------------------------------------
Donald C. McNeill                                              December 3, 2001


____________________________________      Director
J. Gary Russ                                                   December __, 2001


____________________________________      Director
William Randon                                                 December __, 2001


/s/ E. Miles Prentice                     Director
------------------------------------
E. Miles Prentice, III                                         December 3, 2001

                                      II-6

<PAGE>

                                INDEX TO EXHIBITS

         4.1      Gold Banc Corporation, Inc. Employees' 401(k) Plan*

         4.2      Restated Articles of Incorporation of the Company. (Previously
                  filed as an Exhibit to the Company's Registration Statement on
                  Form SB-2 No. 333-12377 and the same is incorporated herein by
                  reference.)

         4.3      Certificate of Amendment to Restated Articles of
                  Incorporation. (Previously filed as an Exhibit to the
                  Company's Registration Statement on Form S-4 No. 333-28563 and
                  the same is incorporated herein by reference.)

         4.4      Amended and Restated Bylaws of the Company. (Previously filed
                  as an Exhibit to the Company's Registration Statement on Form
                  S-4 No. 333-91559 and the same is incorporated herein by
                  reference.)

         4.5      Form of Common Stock Certificate. (Previously filed as an
                  Exhibit to the Company's Registration Statement on Form SB-2
                  No. 333- 12377 and the same is incorporated herein by
                  reference.)

         4.6      Rights Agreement dated October 13, 1999, between the Company
                  and American Stock Transfer and Trust Company, as Rights
                  Agent. (Previously filed as an Exhibit to the Company's
                  Current Report on Form 8-K filed October 15, 1999 and the same
                  is incorporated herein by reference.)

         5        Internal Revenue Service determination letter, dated November
                  18, 1995, that the Plan is qualified under Section 401 of the
                  Internal Revenue Code. (Previously filed as an Exhibit to the
                  Company's Registration Statement on Form S-8 No. 333-80751
                  filed June 15, 1999 and the same is incorporated herein by
                  reference.)

         23.1     Consent of KPMG LLP*

         24       Powers of Attorney (included in signature page to Registration
                  Statement)

         *Filed herewith

                                      II-7
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 27052}]
{"company-data": {"conformed-name": "GOLD BANC CORP INC", "cik": "0001015610", "assigned-sic": "6021", "irs-number": "481008593", "state-of-incorporation": "KS", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74594", "film-number": "1807099"}, "business-address": {"street1": "11301 NALL AVE", "city": "LEAWOOD", "state": "KS", "zip": "66211", "phone": "9134518050"}, "mail-address": {"street1": "11301 NALL AVENUE", "city": "LEAWOOD", "state": "KS", "zip": "66211"}, "former-company": {"former-conformed-name": "GOLD BANCSHARES INC", "date-changed": "19960530"}}
As filed with the Securities and Exchange Commission on December 5, 2001
                                                           Registration No. 333-

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

     11301 Nall Avenue, Leawood, Kansas                   66211
  (Address of principal executive offices)              (Zip Code)

               Gold Banc Corporation, Inc. Employees' 401(k) Plan
                            (Full title of the plan)
                               __________________

                             Mr. Michael W. Gullion
                                11301 Nall Avenue
                              Leawood, Kansas 66211
                     (Name and address of agent for service)

                                 (913) 451-8050
          (Telephone number, including area code, of agent for service)

                              ____________________

                                    Copy to:

                                 John A. Granda
                          Stinson, Mag & Fizzell, P.C.
                               1201 Walnut Street
                                 P.O. Box 419251
                        Kansas City, Missouri 64141-6251
                                 (816) 691-3188
                               Fax: (816) 691-3495
                              ____________________
CALCULATION OF REGISTRATION FEE

     --------------------------------------------------------------------------------------------------------------------
                                                               Proposed maximum                              Amount of
                                                Amount to be  offering price per      Proposed maximum      registration
         Title of securities to be registered    registered          share        aggregate offering price      fee
     --------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00 per share  200,000 (1)(2)       $7.33 (5)             $1,466,000            $350.37
                                                   (3)(4)
     --------------------------------------------------------------------------------------------------------------------
(1)      This Registration Statement also relates to such additional and
              indeterminable number of shares of Gold Banc Corporation, Inc.
              common stock, par value $1.00 per share ("Common Stock"), as may
              become issuable due to adjustments for changes resulting from
              stock dividends, stock splits, recapitalizations, mergers,
              reorganizations, combinations or exchanges or other similar
              events.

     (2)      The shares of Common Stock of Gold Banc Corporation, Inc. being
              registered consist of shares to be acquired in open market
              purchases under the Gold Banc Corporation, Inc. Employees' 401(k)
              Plan (the "Plan").

     (3)      Pursuant to Rule 416(c) under the Securities Act of 1933, as
              amended (the "Securities Act"), this registration statement also
              covers an indeterminate amount of interests to be offered or sold
              pursuant to the Plan.

     (4)      Excludes all shares previously registered under the Plan on Form
              S-8.

     (5)      Estimated solely for the purpose of calculating the registration
              fee pursuant to Rule 457(h) under the Securities Act, whereby the
              per share price was determined by reference to the average of the
              high and low price of the Common Stock reported in the Nasdaq
              National Market on November 30, 2001.

                           _________________________
PART I

              Information Required in the Section 10(a) Prospectus

          In accordance with Rule 428 under the Securities Act and the
instructional note to Part I of Form S-8, the information specified in Part I of
Form S-8 has been omitted from this Registration Statement.

         The documents containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act. Such documents and the documents incorporated
by reference herein pursuant to Item 3 of Part II hereof, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

                                     PART II

               Information Required in the Registration Statement

Item 3.   Incorporation of Documents by Reference.

          The following documents, which have been filed by the Registrant with
the Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and are incorporated by reference by
the Registrant and the Plan into this Registration Statement on Form S-8:

          1.   The Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 2000;

          2.   The Company's Quarterly Reports on Form 10-Q for the periods
               ended March 31, 2001, June 30, 2001 and September 30, 2001;

          3.   The Company's Reports on Form 8-K filed on January 3, 2001,
               February 21, 2001, March 8, 2001, May 8, 2001, and August 14,
               2001;

          4.   The description of the Company's common stock, $1.00 par value,
               set forth in the Form 8-A (File No. 000-28936) Registration
               Statement filed with the SEC on November 1, 1996, including any
               amendment or report filed for the purpose of updating such
               description; and

          5.   The Plan's Annual Report on Form 11-K for the fiscal year ended
               December 31, 2000.

          All documents subsequently filed by the Company or the Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered
hereunder have been sold or which deregisters all of the securities offered then
remaining unsold, shall be deemed to be incorporated herein by reference and to
be a part hereof form the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein will be deemed to be modified or superseded for purposes of the
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document that is or is deemed to be incorporated by
reference herein modifies or supersedes such previous statement. Any such
statement so modified or superseded will not be deemed to constitute a part of
the Registration Statement, except as modified or superseded.

Item 4.   Description of Securities

          Not applicable

Item 5.   Interests of Named Experts and Counsel

          Not applicable

                                      II-1
Item 6.  Indemnification of Directors and Officers

         The following summary is qualified in its entirety by reference to the
complete text of the statute referred to below and the Restated Articles of
Incorporation, as amended, and Amended and Restated Bylaws of the Company. Under
Section 17-6305 of the Kansas General Corporation Code (the "Kansas Code"), a
corporation may indemnify a director, officer, employee or agent of the
corporation (or other entity if such person is serving in such capacity at the
corporation's request) against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him if
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. In the case of an action brought by or in the right of a
corporation, the corporation may indemnify a director, officer, employee or
agent of the corporation (or other entity if such person is serving in such
capacity at the corporation's request) against expenses (including attorneys'
fees) actually and reasonably incurred by him if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless a court determines that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnification for such expenses as
the court shall deem proper. Expenses (including attorneys' fees) incurred by an
officer of director in defending any civil or criminal suit or proceeding may be
paid by the corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or one half of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation. Consistent with Section 17-6305
of the Kansas Code, Article VI, Section 1 of the Amended and Restated Bylaws of
the Company provide that the Company will indemnify its directors, advisory
directors and officers against expenses, judgments, fines and amounts paid in
settlement in connection with any action, suit or proceeding to the fullest
extent permitted by the Kansas Code. With respect to a criminal action or
proceeding, the director or officer must also have had no reasonable cause to
believe his conduct was unlawful.

         Article Nine of the Company `s Restated Articles of Incorporation
provides that no director or advisory director shall be liable to the Company or
its stockholders for monetary damages for breaches of fiduciary duty as a
director except to the extent such exemption from liability or limitation
thereof is not permitted under the Kansas Code. Section 17- 6002(b)(8) of the
Kansas Code does not permit the exemption from or limitation of liability for
(i) breaches of their duty of loyalty to the Company or its stockholders, (ii)
acts or omissions not in good faith or which involve intentional misconduct or
knowing violations of law, (iii) certain transactions under Section 17-6424 of
the Kansas Code (unlawful payment of dividends) or (iv) transactions from which
a director derives an improper personal benefit. Under VI, Section 4 of the
Amended and Restated Bylaws of the Company, the Company may purchase and
maintain insurance on behalf of any person who is or was a director, advisory
director, officer, employee, fiduciary or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
arising out of his status as such, whether or not the Company would have the
power to indemnify such persons against liability. The Company carries standard
directors and officers liability coverage for its directors and officers and the
directors and officers of its subsidiaries. Subject to certain limitations and
exclusion, the policies reimburse the Company for liability indemnified under
the Amended and Restated Bylaws and indemnify the directors and officers against
additional liabilities not indemnified under the Amended and Restated Bylaws.

Item 7.  Exemption from Registration Claimed

         Not applicable

Item 8.  Exhibits.

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

         4.1               Gold Banc Corporation, Inc. Employees' 401(k) Plan*

         4.2               Restated Articles of Incorporation of the Company.
                           (Previously filed as an Exhibit to the Company's
                           Registration Statement on Form SB-2 No. 333-12377 and
                           the same is

                                      II-2
incorporated herein by reference.)

         4.3               Certificate of Amendment to Restated Articles of
                           Incorporation. (Previously filed as an Exhibit to the
                           Company's Registration Statement on Form S-4 No.
                           333-28563 and the same is incorporated herein by
                           reference.)

         4.4               Amended and Restated Bylaws of the Company.
                           (Previously filed as an Exhibit to the Company's
                           Registration Statement on Form S-4 No. 333-91559 and
                           the same is incorporated herein by reference.)

         4.5               Form of Common Stock Certificate. (Previously filed
                           as an Exhibit to the Company's Registration Statement
                           on Form SB-2 No. 333- 12377 and the same is
                           incorporated herein by reference.)

         4.6               Rights Agreement dated October 13, 1999, between the
                           Company and American Stock Transfer and Trust
                           Company, as Rights Agent. (Previously filed as an
                           Exhibit to the Company's Current Report on Form 8-K
                           filed October 15, 1999 and the same is incorporated
                           herein by reference.)

         5                 Internal Revenue Service determination letter, dated
                           November 18, 1995, that the Plan is qualified under
                           Section 401 of the Internal Revenue Code. (Previously
                           filed as an Exhibit to the Company's Registration
                           Statement on Form S-8 No. 333-80751 filed June 15,
                           1999 and the same is incorporated herein by
                           reference.)

         23.1              Consent of KPMG, LLP*

         24                Powers of Attorney (included in signature page to
                           Registration Statement)

         *Filed herewith

Item 9.  Undertakings.

(a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective amendment to this Registration Statement:

             (i)           To include any prospectus required by section
                           10(a)(3) of the Securities Act of 1933;

             (ii)          To reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the Registration Statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20% change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement;

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the Registration Statement or any material change to
                           such information in the Registration Statement;

         Provided, however, that paragraphs (i) and (ii) do not apply if the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed with or
         furnished to the

                                      II-3
Commission by the registrant pursuant to Section 13 or Section 15(d) of
         the Securities Exchange Act of 1934 that are incorporated by reference
         in this Registration Statement.

         (2) That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.

         The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities act of 1933, each filing
         of the registrant's annual report pursuant to section 13(a) or section
         15(d) of the Securities Exchange Act of 1934 (and where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         section 15(d) of the Securities Exchange Act of 1934) that is
         incorporated by reference in the registration statement shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
         Act may be permitted to directors, officers and controlling persons of
         the Registrant pursuant to the foregoing provisions or otherwise, the
         Registrant has been advised that in the opinion of the Securities and
         Exchange Commission, such indemnification is against public policy as
         expressed in the Securities Act and is, therefore, unenforceable. In
         the event that a claim for indemnification against such liabilities
         (other than the payment by the Registrant of expenses incurred or paid
         by a director, officer or controlling person of the Registrant in the
         successful defense of any action k such or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the
         Securities Act and will be governed by the final adjudication of such
         issue.

                                      II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Leawood, State of Kansas, on December 3, 2001.

                                       GOLD BANC CORPORATION, INC.
                                       (Registrant)

                                        By:   /s/ Michael W. Gullion
                                            ------------------------------------
                                            Michael W. Gullion
                                            Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned directors of
Gold Banc Corporation, Inc., hereby severally constitute Michael W. Gullion and
Rick J. Tremblay, and each of them singly, our true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place, and stead, in any and all capabilities, to sign any and all
pre- or post-effective amendments to this registration statement, and to file
the same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signatures                                         Title                                   Date
              ----------                                         -----                                   ----
/s/ Michael W. Gullion                   Chairman of the Board and Chief Executive Officer
------------------------------------
Michael W. Gullion                       (Principal Executive Officer)                          December 3, 2001

/s/ Malcolm M. Aslin
------------------------------------
Malcolm M. Aslin                         Director, President and Chief Operating Officer        December 3, 2001

/s/ Rick J. Tremblay
------------------------------------
Rick J. Tremblay                         Senior Vice President and Chief Financial Officer      December 3, 2001

/s/ William F. Wright
------------------------------------
William F. Wright                        Director                                               December 3, 2001

/s/ Allen D. Petersen
------------------------------------
Allen D. Petersen                        Director                                               December 3, 2001

____________________________________
William R. Hagman, Jr.                   Director                                               December __, 2001

____________________________________
D. Patrick Curran                        Director                                               December __, 2001
II-5
/s/ Donald C. McNeill                     Director
------------------------------------
Donald C. McNeill                                              December 3, 2001

____________________________________      Director
J. Gary Russ                                                   December __, 2001

____________________________________      Director
William Randon                                                 December __, 2001

/s/ E. Miles Prentice                     Director
------------------------------------
E. Miles Prentice, III                                         December 3, 2001

                                      II-6
INDEX TO EXHIBITS

         4.1      Gold Banc Corporation, Inc. Employees' 401(k) Plan*

         4.2      Restated Articles of Incorporation of the Company. (Previously
                  filed as an Exhibit to the Company's Registration Statement on
                  Form SB-2 No. 333-12377 and the same is incorporated herein by
                  reference.)

         4.3      Certificate of Amendment to Restated Articles of
                  Incorporation. (Previously filed as an Exhibit to the
                  Company's Registration Statement on Form S-4 No. 333-28563 and
                  the same is incorporated herein by reference.)

         4.4      Amended and Restated Bylaws of the Company. (Previously filed
                  as an Exhibit to the Company's Registration Statement on Form
                  S-4 No. 333-91559 and the same is incorporated herein by
                  reference.)

         4.5      Form of Common Stock Certificate. (Previously filed as an
                  Exhibit to the Company's Registration Statement on Form SB-2
                  No. 333- 12377 and the same is incorporated herein by
                  reference.)

         4.6      Rights Agreement dated October 13, 1999, between the Company
                  and American Stock Transfer and Trust Company, as Rights
                  Agent. (Previously filed as an Exhibit to the Company's
                  Current Report on Form 8-K filed October 15, 1999 and the same
                  is incorporated herein by reference.)

         5        Internal Revenue Service determination letter, dated November
                  18, 1995, that the Plan is qualified under Section 401 of the
                  Internal Revenue Code. (Previously filed as an Exhibit to the
                  Company's Registration Statement on Form S-8 No. 333-80751
                  filed June 15, 1999 and the same is incorporated herein by
                  reference.)

         23.1     Consent of KPMG LLP*

         24       Powers of Attorney (included in signature page to Registration
                  Statement)

         *Filed herewith

                                      II-7