<PAGE>


                    As filed with the Securities and Exchange
                         Commission on April 24, 2000.

                                              Registration No. 333-
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


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



                            CAPITOL FEDERAL FINANCIAL
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          United States                                  48-1212142
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                     700 Kansas Avenue, Topeka, Kansas 66603
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                            CAPITOL FEDERAL FINANCIAL
                      2000 STOCK OPTION AND INCENTIVE PLAN
                                       AND
                       2000 RECOGNITION AND RETENTION PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

                            James S. Fleischer, P.C.
                            Martin L. Meyrowitz, P.C.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                             7th Floor - East Tower
                            1100 New York Avenue, NW
                              Washington, DC 20005
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (202) 414-6100
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------
                                                                 Proposed maximum      Proposed maximum
                                                Amount to be      offering price           aggregate         Amount of
    Title of securities to be registered         registered         per share           offering price   registration fee
----------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                   <C>                <C>                 <C>

Common Stock,  $0.01 par value per share     5,293,005 shares       $9.251(1)          $48,965,589(1)      $12,926.22(1)

============================================================================================================================

<FN>
(1)  Estimated  in  accordance  with Rule  457(h),  solely  for the  purpose  of
     calculating the registration  fee. The shares being  registered  hereby are
     being  registered  based  upon the  average  of the high and low prices per
     share of the common  stock on The  Nasdaq  National  Market  of  $9.251 per
     share on April 14, 2000.
</FN>

</TABLE>
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents  containing the  information  specified in Part I of the Form
S-8 will be sent or given to participants in Capitol  Federal  Financial's  2000
Stock Option and  Incentive  Plan and 2000  Recognition  and  Retention  Plan as
specified  by  Rule  428(b)(1)   promulgated  by  the  Securities  and  Exchange
Commission ("SEC") under the Securities Act of 1933, as amended.

     Such documents are not being filed with the SEC, but constitute (along with
the documents incorporated by reference into the registration statement pursuant
to Item 3 of Part II of this registration statement), prospectuses that meet the
requirements of Section 10(a) of the Securities Act.

                                       I-2

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

     The following documents previously or concurrently filed by Capitol Federal
Financial  (the  "Company"  or  the  "Registrant")   with  the  SEC  are  hereby
incorporated by reference in this registration statement and the prospectuses to
which this registration statement relates:

1.   The annual  report on Form 10-K of the  Company  for the fiscal  year ended
     September 30, 1999 (File No. 000-25391).

2.   The quarterly  report on Form 10-Q of the Company for the quarterly  period
     ended December 31, 1999.

3.   The  description  of the Company  common stock  contained in the  Company's
     Registration  Statement  on Form  8-A  filed  February  12,  1999  (and any
     amendments   or   reports   filed  for  the   purpose   of   updating   the
     description)(File No. 000-25391).

     All  documents  subsequently  filed by the Company with the SEC pursuant to
Sections  13(a),  13(c),  14, and 15(d) of the Securities  Exchange Act of 1934,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  hereby have been sold or which  deregisters  all securities
then  remaining  unsold,  shall be deemed  incorporated  by reference  into this
registration statement and the prospectuses to be a part hereof and thereof from
the  date of the  filing  of such  documents.  Any  statement  contained  in the
documents  incorporated,  or deemed to be  incorporated,  by reference herein or
therein  shall be deemed to be  modified  or  superseded  for  purposes  of this
registration  statement  and the  prospectuses  to the extent  that a  statement
contained  herein or therein or in any other  subsequently  filed document which
also is,  or is deemed  to be,  incorporated  by  reference  herein  or  therein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this registration statement and the prospectuses.

     The  Company  shall  furnish  without  charge  to each  person  to whom the
prospectuses  are  delivered,  on the written or oral request of such person,  a
copy  of any or all of the  documents  incorporated  by  reference,  other  than
exhibits to such documents  (unless such exhibits are specifically  incorporated
by  reference  to the  information  that is  incorporated).  Requests  should be
directed  to:  Stockholder  Relations,  Capitol  Federal  Financial,  700 Kansas
Avenue, Topeka, Kansas 66603; telephone number (785) 270-6055.

     All  information   appearing  in  this   registration   statement  and  the
prospectuses is qualified in its entirety by the detailed information, including
financial statements,  appearing in the documents incorporated herein or therein
by reference.



                                      II-1

<PAGE>



Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

Federal  Regulations  define  areas for  indemnity  coverage  by the  Company as
follows:

     (a) Any person  against  whom any action is brought or  threatened  because
that person is or was a director or officer of the Company shall be  indemnified
by the Company, as the case may be, for:

          (i) Any amount for which such person  becomes  liable under a judgment
          in such action; and

          (ii) Reasonable costs and expenses,  including  reasonable  attorney's
          fees,  actually  paid or  incurred  by such  person  in  defending  or
          settling   such  action,   or  in  enforcing  his  or  her  rights  to
          indemnification  if the person  attains a  favorable  judgment in such
          enforcement action.

     (b) Indemnification  provided for in subparagraph (a) shall be made to such
officer or director only if the requirements of this subparagraph are met:

          (i)  The   Company   shall  make  the   indemnification   provided  by
          subparagraph (a) in connection with any such action which results in a
          final judgment on the merits in favor of such officer or director.

          (ii)  The  Company   shall  make  the   indemnification   provided  by
          subparagraph  (a) in case of (1) settlement of such action,  (2) final
          judgment  against  such  director or officer or (3) final  judgment in
          favor of such  director  or  officer  other than on the  merits,  if a
          majority of the disinterested directors of the Company determines that
          such a director or officer  was acting in good faith  within the scope
          of his or her  employment  or authority as he or she could  reasonably
          have perceived it under the  circumstances  and for a purpose which he
          or she could reasonably have believed under the  circumstances  was in
          the best interest of the Company or its members.

     (c) As used in this Item 14:

          (i)  "action"  means any  judicial or  administrative  proceeding,  or
          threatened   proceeding,   whether  civil,   criminal,  or  otherwise,
          including any appeal or other proceeding for review;

          (ii) "final judgment" means a judgment,  decree, or order which is not
          appealable  or as to which the period for appeal has  expired  with no
          appeal taken;

          (iii)  "settlement"  includes the entry of a judgment by consent or by
          confession or a plea of guilty or nolo contendere.

                                      II-2

<PAGE>



     The Company has a directors  and officers  liability  policy  providing for
insurance against certain liabilities  incurred by directors and officers of the
Company while serving in their capacities as such.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     See the Exhibits Index to this Registration Statement.

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 SEC  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 clauses (i) and
               (ii) do not apply if the information required to be included in a
               post-effective   amendment  by  those  clauses  is  contained  in
               periodic  reports  filed  with  or  furnished  to the  SEC by the
               Registrant  pursuant  to  Section  13 or  Section  15(d)  of  the
               Securities   Exchange  Act  of  1934  that  are  incorporated  by
               reference in the registration statement.

                                      II-3

<PAGE>



     (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  SEC  such
     indemnification is against public policy as expressed in the Securities Act
     of 1933 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  of  expenses  incurred or paid by a
     director,  officer or controlling  person 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  Securities  Act of 1933  and will be
     governed by the final adjudication of such issue.


                                      II-4

<PAGE>


                                   SIGNATURES

     THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all  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 in the City of  Topeka,  State of  Kansas on April 24,
2000.


                          CAPITOL FEDERAL FINANCIAL


                          By:  /s/ JOHN C. DICUS
                               --------------------------------------------
                               JOHN C. DICUS
                               Chairman and Chief Executive Officer
                               (Duly Authorized Representative)


                                POWER OF ATTORNEY

     Each person whose  signature  appears below hereby makes,  constitutes  and
appoints John C. Dicus his true and lawful attorney, with full power to sign for
each person and in such person's  name and capacity  indicated  below,  and with
full  power  of  substitution,  any and  all  amendments  to  this  Registration
Statement,  hereby ratifying and confirming such person's signature as it may be
signed by said attorney to any and all amendments.  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.



          Name                         Title                       Date
------------------------   ------------------------------     -----------------

/s/ JOHN C. DICUS                                             April 24, 2000
-------------------------  Chairman and                       -----------------
JOHN C. DICUS              Chief Executive Officer
                           (Principal Executive Officer)

/s/ JOHN B. DICUS                                             April 24, 2000
-------------------------  President, Chief Operating         -----------------
JOHN B. DICUS              Officer and Director


/s/ NEIL F.M. MCKAY                                           April 24, 2000
-------------------------  Executive Vice President           -----------------
NEIL F.M. MCKAY            and Chief Financial Officer
                           (Principal Financial Officer)




<PAGE>


          Name                         Title                       Date
------------------------   ------------------------------     -----------------

/s/ KENT G. TOWNSEND                                          April 24, 2000
-------------------------  First Vice President               -----------------
KENT G. TOWNSEND            and Controller
                           (Principal Accounting Officer)

/s/ B.B. ANDERSEN                                             April 24, 2000
-------------------------  Director                           -----------------
B.B. ANDERSEN

/s/ ROBERT B. MAUPIN                                          April 24, 2000
-------------------------  Director                           -----------------
ROBERT B. MAUPIN

/s/ FREDERICK P. REYNOLDS                                     April 24, 2000
-------------------------  Director                           -----------------
FREDERICK P. REYNOLDS

/s/ CARL W. QUARNSTROM                                        April 24, 2000
-------------------------  Director                           -----------------
CARL W. QUARNSTROM

/s/ MARILYN S. WARD                                           April 24, 2000
------------------------   Director                           -----------------
MARILYN S. WARD







                                      II-6

<PAGE>




                                 EXHIBITS INDEX

<TABLE>
<CAPTION>

          Exhibit
           Number                                             Description of Exhibits
-------------------------------------------------------------------------------------------------------
          <S>               <C>

            4.1              Federal MHC Subsidiary  Holding Company Charter for Capitol Federal
                             Financial, filed on December 4, 1998 as Exhibit 3.1 to Registrant's
                             Registration Statement on Form S-1 (File No. 333-68363), is incorporated
                             herein by reference.

            4.2              Bylaws of Capitol Federal Financial, filed on December 4, 1998 as
                             Exhibit 3.2 to Registrant's Registration Statement on Form S-1 (File No.
                             333-68363), is incorporated herein by reference.

            4.3              Form of Certificate of Common Stock, filed on December 4, 1998 as
                             Exhibit 4 to Registrant's Registration Statement on Form S-1 (File No.
                             333-68363), is incorporated herein by reference.

             5               Opinion of Silver, Freedman & Taff, L.L.P.

            23.1             Consent of Deloitte & Touche L.L.P.

            23.2             Consent of Silver, Freedman & Taff, L.L.P. (included in Exhibit 5).

             24              Power of Attorney (included in signature pages).

            99.1             Registrant's  2000 Stock Option and Incentive Plan filed on March 16,
                             2000 as Appendix A to Registrant's  Proxy Statement on Schedule 14A
                             (File No. 000-25391), is incorporated herein by reference.

            99.2             Registrant's 2000 Recognition and Retention Plan filed on March 16,
                             2000 as Appendix B to Registrant's Proxy Statement on Schedule 14A
                             (File No. 000-25391), is incorporated herein by reference.

</TABLE>


                                      II-7
[{"type": "S-8", "sequence": "1", "description": "2000 SOP AND RRP", "secsgml_size_bytes": 21630}]
{"company-data": {"conformed-name": "CAPITOL FEDERAL FINANCIAL", "cik": "0001074433", "assigned-sic": "6035", "irs-number": "481212142", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35452", "film-number": "607212"}, "business-address": {"street1": "700 KANSAS AVENUE", "city": "TOPEKA", "state": "KS", "zip": "66601", "phone": "7852351341"}, "mail-address": {"street1": "700 KANSAS AVENUE", "city": "TOPEKA", "state": "KS", "zip": "66601"}}
As filed with the Securities and Exchange
                         Commission on April 24, 2000.

                                              Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

                            CAPITOL FEDERAL FINANCIAL
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          United States                                  48-1212142
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                     700 Kansas Avenue, Topeka, Kansas 66603
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                            CAPITOL FEDERAL FINANCIAL
                      2000 STOCK OPTION AND INCENTIVE PLAN
                                       AND
                       2000 RECOGNITION AND RETENTION PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

                            James S. Fleischer, P.C.
                            Martin L. Meyrowitz, P.C.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                             7th Floor - East Tower
                            1100 New York Avenue, NW
                              Washington, DC 20005
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (202) 414-6100
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------
                                                                 Proposed maximum      Proposed maximum
                                                Amount to be      offering price           aggregate         Amount of
    Title of securities to be registered         registered         per share           offering price   registration fee
----------------------------------------------------------------------------------------------------------------------------
Common Stock,  $0.01 par value per share     5,293,005 shares       $9.251(1)          $48,965,589(1)      $12,926.22(1)

============================================================================================================================
(1)  Estimated  in  accordance  with Rule  457(h),  solely  for the  purpose  of
     calculating the registration  fee. The shares being  registered  hereby are
     being  registered  based  upon the  average  of the high and low prices per
     share of the common  stock on The  Nasdaq  National  Market  of  $9.251 per
     share on April 14, 2000.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents  containing the  information  specified in Part I of the Form
S-8 will be sent or given to participants in Capitol  Federal  Financial's  2000
Stock Option and  Incentive  Plan and 2000  Recognition  and  Retention  Plan as
specified  by  Rule  428(b)(1)   promulgated  by  the  Securities  and  Exchange
Commission ("SEC") under the Securities Act of 1933, as amended.

     Such documents are not being filed with the SEC, but constitute (along with
the documents incorporated by reference into the registration statement pursuant
to Item 3 of Part II of this registration statement), prospectuses that meet the
requirements of Section 10(a) of the Securities Act.

                                       I-2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

     The following documents previously or concurrently filed by Capitol Federal
Financial  (the  "Company"  or  the  "Registrant")   with  the  SEC  are  hereby
incorporated by reference in this registration statement and the prospectuses to
which this registration statement relates:

1.   The annual  report on Form 10-K of the  Company  for the fiscal  year ended
     September 30, 1999 (File No. 000-25391).

2.   The quarterly  report on Form 10-Q of the Company for the quarterly  period
     ended December 31, 1999.

3.   The  description  of the Company  common stock  contained in the  Company's
     Registration  Statement  on Form  8-A  filed  February  12,  1999  (and any
     amendments   or   reports   filed  for  the   purpose   of   updating   the
     description)(File No. 000-25391).

     All  documents  subsequently  filed by the Company with the SEC pursuant to
Sections  13(a),  13(c),  14, and 15(d) of the Securities  Exchange Act of 1934,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  hereby have been sold or which  deregisters  all securities
then  remaining  unsold,  shall be deemed  incorporated  by reference  into this
registration statement and the prospectuses to be a part hereof and thereof from
the  date of the  filing  of such  documents.  Any  statement  contained  in the
documents  incorporated,  or deemed to be  incorporated,  by reference herein or
therein  shall be deemed to be  modified  or  superseded  for  purposes  of this
registration  statement  and the  prospectuses  to the extent  that a  statement
contained  herein or therein or in any other  subsequently  filed document which
also is,  or is deemed  to be,  incorporated  by  reference  herein  or  therein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this registration statement and the prospectuses.

     The  Company  shall  furnish  without  charge  to each  person  to whom the
prospectuses  are  delivered,  on the written or oral request of such person,  a
copy  of any or all of the  documents  incorporated  by  reference,  other  than
exhibits to such documents  (unless such exhibits are specifically  incorporated
by  reference  to the  information  that is  incorporated).  Requests  should be
directed  to:  Stockholder  Relations,  Capitol  Federal  Financial,  700 Kansas
Avenue, Topeka, Kansas 66603; telephone number (785) 270-6055.

     All  information   appearing  in  this   registration   statement  and  the
prospectuses is qualified in its entirety by the detailed information, including
financial statements,  appearing in the documents incorporated herein or therein
by reference.

                                      II-1
Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

Federal  Regulations  define  areas for  indemnity  coverage  by the  Company as
follows:

     (a) Any person  against  whom any action is brought or  threatened  because
that person is or was a director or officer of the Company shall be  indemnified
by the Company, as the case may be, for:

          (i) Any amount for which such person  becomes  liable under a judgment
          in such action; and

          (ii) Reasonable costs and expenses,  including  reasonable  attorney's
          fees,  actually  paid or  incurred  by such  person  in  defending  or
          settling   such  action,   or  in  enforcing  his  or  her  rights  to
          indemnification  if the person  attains a  favorable  judgment in such
          enforcement action.

     (b) Indemnification  provided for in subparagraph (a) shall be made to such
officer or director only if the requirements of this subparagraph are met:

          (i)  The   Company   shall  make  the   indemnification   provided  by
          subparagraph (a) in connection with any such action which results in a
          final judgment on the merits in favor of such officer or director.

          (ii)  The  Company   shall  make  the   indemnification   provided  by
          subparagraph  (a) in case of (1) settlement of such action,  (2) final
          judgment  against  such  director or officer or (3) final  judgment in
          favor of such  director  or  officer  other than on the  merits,  if a
          majority of the disinterested directors of the Company determines that
          such a director or officer  was acting in good faith  within the scope
          of his or her  employment  or authority as he or she could  reasonably
          have perceived it under the  circumstances  and for a purpose which he
          or she could reasonably have believed under the  circumstances  was in
          the best interest of the Company or its members.

     (c) As used in this Item 14:

          (i)  "action"  means any  judicial or  administrative  proceeding,  or
          threatened   proceeding,   whether  civil,   criminal,  or  otherwise,
          including any appeal or other proceeding for review;

          (ii) "final judgment" means a judgment,  decree, or order which is not
          appealable  or as to which the period for appeal has  expired  with no
          appeal taken;

          (iii)  "settlement"  includes the entry of a judgment by consent or by
          confession or a plea of guilty or nolo contendere.

                                      II-2
The Company has a directors  and officers  liability  policy  providing for
insurance against certain liabilities  incurred by directors and officers of the
Company while serving in their capacities as such.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     See the Exhibits Index to this Registration Statement.

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 SEC  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 clauses (i) and
               (ii) do not apply if the information required to be included in a
               post-effective   amendment  by  those  clauses  is  contained  in
               periodic  reports  filed  with  or  furnished  to the  SEC by the
               Registrant  pursuant  to  Section  13 or  Section  15(d)  of  the
               Securities   Exchange  Act  of  1934  that  are  incorporated  by
               reference in the registration statement.

                                      II-3
(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  SEC  such
     indemnification is against public policy as expressed in the Securities Act
     of 1933 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  of  expenses  incurred or paid by a
     director,  officer or controlling  person 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  Securities  Act of 1933  and will be
     governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

     THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all  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 in the City of  Topeka,  State of  Kansas on April 24,
2000.

                          CAPITOL FEDERAL FINANCIAL

                          By:  /s/ JOHN C. DICUS
                               --------------------------------------------
                               JOHN C. DICUS
                               Chairman and Chief Executive Officer
                               (Duly Authorized Representative)

                                POWER OF ATTORNEY

     Each person whose  signature  appears below hereby makes,  constitutes  and
appoints John C. Dicus his true and lawful attorney, with full power to sign for
each person and in such person's  name and capacity  indicated  below,  and with
full  power  of  substitution,  any and  all  amendments  to  this  Registration
Statement,  hereby ratifying and confirming such person's signature as it may be
signed by said attorney to any and all amendments.  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.

          Name                         Title                       Date
------------------------   ------------------------------     -----------------

/s/ JOHN C. DICUS                                             April 24, 2000
-------------------------  Chairman and                       -----------------
JOHN C. DICUS              Chief Executive Officer
                           (Principal Executive Officer)

/s/ JOHN B. DICUS                                             April 24, 2000
-------------------------  President, Chief Operating         -----------------
JOHN B. DICUS              Officer and Director

/s/ NEIL F.M. MCKAY                                           April 24, 2000
-------------------------  Executive Vice President           -----------------
NEIL F.M. MCKAY            and Chief Financial Officer
                           (Principal Financial Officer)
Name                         Title                       Date
------------------------   ------------------------------     -----------------

/s/ KENT G. TOWNSEND                                          April 24, 2000
-------------------------  First Vice President               -----------------
KENT G. TOWNSEND            and Controller
                           (Principal Accounting Officer)

/s/ B.B. ANDERSEN                                             April 24, 2000
-------------------------  Director                           -----------------
B.B. ANDERSEN

/s/ ROBERT B. MAUPIN                                          April 24, 2000
-------------------------  Director                           -----------------
ROBERT B. MAUPIN

/s/ FREDERICK P. REYNOLDS                                     April 24, 2000
-------------------------  Director                           -----------------
FREDERICK P. REYNOLDS

/s/ CARL W. QUARNSTROM                                        April 24, 2000
-------------------------  Director                           -----------------
CARL W. QUARNSTROM

/s/ MARILYN S. WARD                                           April 24, 2000
------------------------   Director                           -----------------
MARILYN S. WARD

                                      II-6
EXHIBITS INDEX
Exhibit
           Number                                             Description of Exhibits
-------------------------------------------------------------------------------------------------------
4.1              Federal MHC Subsidiary  Holding Company Charter for Capitol Federal
                             Financial, filed on December 4, 1998 as Exhibit 3.1 to Registrant's
                             Registration Statement on Form S-1 (File No. 333-68363), is incorporated
                             herein by reference.

            4.2              Bylaws of Capitol Federal Financial, filed on December 4, 1998 as
                             Exhibit 3.2 to Registrant's Registration Statement on Form S-1 (File No.
                             333-68363), is incorporated herein by reference.

            4.3              Form of Certificate of Common Stock, filed on December 4, 1998 as
                             Exhibit 4 to Registrant's Registration Statement on Form S-1 (File No.
                             333-68363), is incorporated herein by reference.

             5               Opinion of Silver, Freedman & Taff, L.L.P.

            23.1             Consent of Deloitte & Touche L.L.P.

            23.2             Consent of Silver, Freedman & Taff, L.L.P. (included in Exhibit 5).

             24              Power of Attorney (included in signature pages).

            99.1             Registrant's  2000 Stock Option and Incentive Plan filed on March 16,
                             2000 as Appendix A to Registrant's  Proxy Statement on Schedule 14A
                             (File No. 000-25391), is incorporated herein by reference.

            99.2             Registrant's 2000 Recognition and Retention Plan filed on March 16,
                             2000 as Appendix B to Registrant's Proxy Statement on Schedule 14A
                             (File No. 000-25391), is incorporated herein by reference.
II-7