As filed with the Securities and Exchange Commission on June 15, 1999
                                                     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                                     1008593
     (State or other jurisdiction                      (I.R.S. Employer
     of incorporation or organization)                Identification No.)
                                11301 Nall Avenue
                              Leawood, Kansas 66211
   (Address, including zip code, of Registrant's principal executive offices)

               GOLD BANC CORPORATION, INC. EMPLOYEES' 401(k) PLAN
                            (Full title of the Plan)

                               Michael W. Gullion
                                11301 Nall Avenue
                              Leawood, Kansas 66211
                                 (913) 451-8050
             (Name, address, telephone number, of agent for service)

                                    Copy to:

                             Steven F. Carman, Esq.
                       Blackwell Sanders Peper Martin LLP
                               Two Pershing Square
                          2300 Main Street, Suite 1000
                           Kansas City, Missouri 64108
                                 (816) 983-8153
                               Fax: (816) 983-9153
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
<S>                                          <C>                      <C>                  <C>                  <C>

------------------------------------------- ----------------------- ---------------------- -------------------- --------------------
                                                                      Proposed maximum      Proposed maximum
   Title of securities to be registered          Amount to be        offering price per    aggregate offering        Amount of
                                                  registered                share                 price           registration fee
------------------------------------------- ----------------------- ---------------------- -------------------- --------------------
------------------------------------------- ----------------------- ---------------------- -------------------- --------------------
Common Stock, par value $1.00 per share       25,000 shares(1)(3)        $13.875 (2)          $346,875 (2)            $97 (2)
------------------------------------------- ----------------------- ---------------------- -------------------- --------------------
</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)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant  to Rule  457(h)  under the  Securities  Act of 1933,  as amended,
     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 June 11, 1999.

(3)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     Registration   Statement  also  covers  an  indeterminate  amount  of  plan
     interests  to be offered or sold  pursuant  to the  employee  benefit  plan
     described herein.


<PAGE>


                                     Part II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3:  Incorporation of Documents by Reference

     Gold Banc Corporation, Inc. (the "Company") and the Gold Banc Corporation,
Inc. Employees' 401(k) Plan (the "Plan") hereby incorporated by reference in
this Registration Statement on Form S-8 (the "Registration Statement") the
following documents:

1.   The Company's Annual Report on Form 10-K for the fiscal year ended December
     31, 1998;

2.   The Company's Current Report on Form 8-K dated April 28, 1999;

3.   The Company's  Quarterly Report on Form 10-Q for the period ended March 31,
     1999;

4. The Company's Current Report on Form 8-K dated May 25, 1999; and

5.   The description of the Company's  common stock,  $1.00 par value, set forth
     in  the  Form  8-A/12G  Registration  Statement  filed  November  1,  1996,
     including  any  amendment or report filed for the purpose of updating  such
     description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14 and 15(d)  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 from
the date of filing of such documents.

     Any  statement  contained  in a report or other  document  incorporated  by
reference  herein shall be deemed to be modified or superseded  for all purposes
of this Registration  Statement to the extent that a statement contained herein,
or in any  other  subsequently  filed  report  or other  document  that  also is
incorporated by reference  herein,  modifies or supersedes  such statement.  Any
such  statements  so modified or  superseded  shall not be deemed,  except as so
modified or  superseded,  to  constitute  part of this  Registration  Statement.
Certain   statements   contained  herein  and  in  the  related   prospectus  or
incorporated  by  reference  herein  or in  the  related  prospectus  constitute
forward-looking  statements  as  such  term is  defined  in  Section  27A of the
Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the
Exchange Act. Certain factors discussed herein and in the related  prospectus or
in the  Company's  Exchange Act filings with the  Commission  could cause actual
results to differ materially from those in the forward-looking statements.

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 Restated  Articles of Incorporation and the Amended and Restated Bylaws
of the Company  require the Company to indemnify  its directors and officers and
advisory directors against liabilities,  fines, penalties,  settlements,  claims
and reasonable  expenses  incurred by them in connection  with any proceeding to
which they may be made a party by reason of their service in those capacities to
the fullest extent  permitted by the Kansas General  Corporation  Code ("KGCC").
The KGCC permits a corporation to indemnify its present and former directors and
officers  if  ordered  to do so by a  court  or  after  a  determination  by its
independent counsel,  stockholders or a majority of its disinterested  directors
that the  person to be  indemnified  acted in good  faith  and in a manner  such
person reasonably  believed to be in or not opposed to the best interests of the
corporation.

     Pursuant to express authority  therefore conferred in the Company's Amended
and Restated Bylaws, the Company maintains a policy of insurance under which the
insurer will, subject to certain  conditions,  defend the directors and officers
of the Company  against and indemnify  them from any liability in the capacities
as such.

Item 7:   Exemption from Registration Claimed

          Not applicable.


Item 8:   Exhibits

     4    Form of Common Stock Certificate.*

     5    Internal  Revenue  Service  determination  letter,  dated November 18,
          1995,  that the Plan is  qualified  under  Section 401 of the Internal
          Revenue Code.

     23   Consent of KPMG LLP.

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

          *    Previously filed as an Exhibit to the Company's Registration
               Statement on Form SB-2 No. 333-12377 and the same is incorporated
               by reference herein.

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


                                      II-2
<PAGE>

               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  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.

(b)  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 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.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 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 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, suit 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 Act and will be governed by the final
     adjudication of such issue.


                                      II-3
<PAGE>




                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
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 June 14, 1999.

                                   GOLD BANC CORPORATION, INC.
                                   (Registrant)


                                   By:  /s/ Michael W. Gullion
                                            Michael W. Gullion
                                            Chairman and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS,  that we, the undersigned directors of Gold
Banc Corporation, Inc., hereby severally constitute Michael W. Gullion and Keith
E. Bouchey,  and each of them singly,  our true and lawful  attorneys  with full
power to them,  and each of them singly,  to sign for us and in our names in the
capacities  indicated  below,  any  and  all  amendments  to  this  Registration
Statement on Form S-8,  and  generally to do all such things in our names and in
our capacities as directors to enable Gold Banc Corporation, Inc. to comply with
the  provisions  of the  Securities  Act of 1933,  and all  requirements  of the
Securities  and  Exchange  Commission,   hereby  ratifying  and  confirming  our
signatures as they may be signed by our said attorneys,  or any of them, to said
Registration Statement and any and all amendments thereto.

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

<TABLE>
<CAPTION>
<S>                                     <C>                                          <C>

Signature                                    Title                                     Date
---------                                    -----                                     ----

/s/ Michael W. Gullion                   Chairman of the Board,                        June 14, 1999
Michael W. Gullion                           and Chief Executive Officer (Principal
                                             Executive Officer)

/s/ Malcolm M. Aslin                     Director, Pesident and Chief Operating        June 14, 1999
Malcolm M. Aslin                             Officer


/s/ Keith E. Bouchey                     Director, Executive Vice Pesident,  Chief     June 14, 1999
Keith E. Bouchey                         Financial Officer and Corporate Secretary
                                         (Principal Financial Officer)


/s/ Brian J. Ruisinger                   Vice President, Treasurer and Controller      June 14, 1999
Brian J. Ruisinger                           (Principal Accounting Officer )


                                      II-4
<PAGE>

____________________                     Director                                      June __, 1999
William Wallman


____________________                     Director                                      June __, 1999
D. Michael Browne


/s/ William F. Wright                    Director                                      June 14, 1999
William F. Wright


____________________                     Director                                      June __, 1999
Allen D. Petersen


/s/ William R. Hagman, Jr.               Director                                      June 14, 1999
William R. Hagman, Jr.
</TABLE>

     Pursuant to the  requirements  of the  Securities Act of 1933, the trustees
(or other  persons who  administer  the employee  benefit plan) have 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 the 14th
day of June, 1999.

                                        GOLD BANC CORPORATION, INC.
                                        EMPLOYEES' 401(k) PLAN


                                        By:  Gold Banc Corporation, Inc., Plan
                                             Administrator


                                        By:   /s/ Michael W. Gullion
                                                  Michael W. Gullion
                                                  Chairman and Chief Executive
                                                  Officer




                                      II-5
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18052}]
{"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": "333-80751", "film-number": "99647007"}, "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 June 15, 1999
                                                     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                                     1008593
     (State or other jurisdiction                      (I.R.S. Employer
     of incorporation or organization)                Identification No.)
                                11301 Nall Avenue
                              Leawood, Kansas 66211
   (Address, including zip code, of Registrant's principal executive offices)

               GOLD BANC CORPORATION, INC. EMPLOYEES' 401(k) PLAN
                            (Full title of the Plan)

                               Michael W. Gullion
                                11301 Nall Avenue
                              Leawood, Kansas 66211
                                 (913) 451-8050
             (Name, address, telephone number, of agent for service)

                                    Copy to:

                             Steven F. Carman, Esq.
                       Blackwell Sanders Peper Martin LLP
                               Two Pershing Square
                          2300 Main Street, Suite 1000
                           Kansas City, Missouri 64108
                                 (816) 983-8153
                               Fax: (816) 983-9153
CALCULATION OF REGISTRATION FEE
------------------------------------------- ----------------------- ---------------------- -------------------- --------------------
                                                                      Proposed maximum      Proposed maximum
   Title of securities to be registered          Amount to be        offering price per    aggregate offering        Amount of
                                                  registered                share                 price           registration fee
------------------------------------------- ----------------------- ---------------------- -------------------- --------------------
------------------------------------------- ----------------------- ---------------------- -------------------- --------------------
Common Stock, par value $1.00 per share       25,000 shares(1)(3)        $13.875 (2)          $346,875 (2)            $97 (2)
------------------------------------------- ----------------------- ---------------------- -------------------- --------------------
(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)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant  to Rule  457(h)  under the  Securities  Act of 1933,  as amended,
     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 June 11, 1999.

(3)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     Registration   Statement  also  covers  an  indeterminate  amount  of  plan
     interests  to be offered or sold  pursuant  to the  employee  benefit  plan
     described herein.
Part II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3:  Incorporation of Documents by Reference

     Gold Banc Corporation, Inc. (the "Company") and the Gold Banc Corporation,
Inc. Employees' 401(k) Plan (the "Plan") hereby incorporated by reference in
this Registration Statement on Form S-8 (the "Registration Statement") the
following documents:

1.   The Company's Annual Report on Form 10-K for the fiscal year ended December
     31, 1998;

2.   The Company's Current Report on Form 8-K dated April 28, 1999;

3.   The Company's  Quarterly Report on Form 10-Q for the period ended March 31,
     1999;

4. The Company's Current Report on Form 8-K dated May 25, 1999; and

5.   The description of the Company's  common stock,  $1.00 par value, set forth
     in  the  Form  8-A/12G  Registration  Statement  filed  November  1,  1996,
     including  any  amendment or report filed for the purpose of updating  such
     description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14 and 15(d)  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 from
the date of filing of such documents.

     Any  statement  contained  in a report or other  document  incorporated  by
reference  herein shall be deemed to be modified or superseded  for all purposes
of this Registration  Statement to the extent that a statement contained herein,
or in any  other  subsequently  filed  report  or other  document  that  also is
incorporated by reference  herein,  modifies or supersedes  such statement.  Any
such  statements  so modified or  superseded  shall not be deemed,  except as so
modified or  superseded,  to  constitute  part of this  Registration  Statement.
Certain   statements   contained  herein  and  in  the  related   prospectus  or
incorporated  by  reference  herein  or in  the  related  prospectus  constitute
forward-looking  statements  as  such  term is  defined  in  Section  27A of the
Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the
Exchange Act. Certain factors discussed herein and in the related  prospectus or
in the  Company's  Exchange Act filings with the  Commission  could cause actual
results to differ materially from those in the forward-looking statements.

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 Restated  Articles of Incorporation and the Amended and Restated Bylaws
of the Company  require the Company to indemnify  its directors and officers and
advisory directors against liabilities,  fines, penalties,  settlements,  claims
and reasonable  expenses  incurred by them in connection  with any proceeding to
which they may be made a party by reason of their service in those capacities to
the fullest extent  permitted by the Kansas General  Corporation  Code ("KGCC").
The KGCC permits a corporation to indemnify its present and former directors and
officers  if  ordered  to do so by a  court  or  after  a  determination  by its
independent counsel,  stockholders or a majority of its disinterested  directors
that the  person to be  indemnified  acted in good  faith  and in a manner  such
person reasonably  believed to be in or not opposed to the best interests of the
corporation.

     Pursuant to express authority  therefore conferred in the Company's Amended
and Restated Bylaws, the Company maintains a policy of insurance under which the
insurer will, subject to certain  conditions,  defend the directors and officers
of the Company  against and indemnify  them from any liability in the capacities
as such.

Item 7:   Exemption from Registration Claimed

          Not applicable.

Item 8:   Exhibits

     4    Form of Common Stock Certificate.*

     5    Internal  Revenue  Service  determination  letter,  dated November 18,
          1995,  that the Plan is  qualified  under  Section 401 of the Internal
          Revenue Code.

     23   Consent of KPMG LLP.

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

          *    Previously filed as an Exhibit to the Company's Registration
               Statement on Form SB-2 No. 333-12377 and the same is incorporated
               by reference herein.

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

                                      II-2
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  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.

(b)  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 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.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 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 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, suit 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 Act and will be governed by the final
     adjudication of such issue.

                                      II-3
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
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 June 14, 1999.

                                   GOLD BANC CORPORATION, INC.
                                   (Registrant)

                                   By:  /s/ Michael W. Gullion
                                            Michael W. Gullion
                                            Chairman and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS,  that we, the undersigned directors of Gold
Banc Corporation, Inc., hereby severally constitute Michael W. Gullion and Keith
E. Bouchey,  and each of them singly,  our true and lawful  attorneys  with full
power to them,  and each of them singly,  to sign for us and in our names in the
capacities  indicated  below,  any  and  all  amendments  to  this  Registration
Statement on Form S-8,  and  generally to do all such things in our names and in
our capacities as directors to enable Gold Banc Corporation, Inc. to comply with
the  provisions  of the  Securities  Act of 1933,  and all  requirements  of the
Securities  and  Exchange  Commission,   hereby  ratifying  and  confirming  our
signatures as they may be signed by our said attorneys,  or any of them, to said
Registration Statement and any and all amendments thereto.

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

/s/ Michael W. Gullion                   Chairman of the Board,                        June 14, 1999
Michael W. Gullion                           and Chief Executive Officer (Principal
                                             Executive Officer)

/s/ Malcolm M. Aslin                     Director, Pesident and Chief Operating        June 14, 1999
Malcolm M. Aslin                             Officer

/s/ Keith E. Bouchey                     Director, Executive Vice Pesident,  Chief     June 14, 1999
Keith E. Bouchey                         Financial Officer and Corporate Secretary
                                         (Principal Financial Officer)

/s/ Brian J. Ruisinger                   Vice President, Treasurer and Controller      June 14, 1999
Brian J. Ruisinger                           (Principal Accounting Officer )

                                      II-4
____________________                     Director                                      June __, 1999
William Wallman

____________________                     Director                                      June __, 1999
D. Michael Browne

/s/ William F. Wright                    Director                                      June 14, 1999
William F. Wright

____________________                     Director                                      June __, 1999
Allen D. Petersen

/s/ William R. Hagman, Jr.               Director                                      June 14, 1999
William R. Hagman, Jr.
Pursuant to the  requirements  of the  Securities Act of 1933, the trustees
(or other  persons who  administer  the employee  benefit plan) have 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 the 14th
day of June, 1999.

                                        GOLD BANC CORPORATION, INC.
                                        EMPLOYEES' 401(k) PLAN

                                        By:  Gold Banc Corporation, Inc., Plan
                                             Administrator

                                        By:   /s/ Michael W. Gullion
                                                  Michael W. Gullion
                                                  Chairman and Chief Executive
                                                  Officer

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