As filed with the Securities and Exchange Commission on January 28, 2000.
                                                   Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         ------------------------------

                            Landmark Bancshares, Inc.
                         ------------------------------
             (Exact name of Registrant as specified in its charter)

     Kansas                                         48-1142260
-------------------------------                  -------------------
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                   Identification No.)

                            Central & Spruce Streets
                            Dodge City, Kansas 67801
                         ------------------------------
                    (Address of principal executive offices)

                Landmark Bancshares, Inc. Stock Option Agreements
                -------------------------------------------------
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
                         ------------------------------
            (Name, address and telephone number of agent for service)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
======================== =================== ====================== ======================= ========================
Title of                                       Proposed Maximum        Proposed Maximum             Amount of
Securities to               Amount to be           Offering           Aggregate Offering          Registration
be Registered              Registered (1)       Price Per Share          Price (2)                   Fee (2)
-------------              --------------       ---------------      ------  ---------
<S>                      <C>                        <C>                  <C>                      <C>
Common Stock
$0.10 par value
per share                  30,532 shares              (2)                  $585,906                 $154.68
======================== =================== ====================== ======================= ========================
</TABLE>
(1)  The maximum  number of shares of common  stock  issuable  upon awards to be
     granted under the Landmark  Bancshares,  Inc. Stock Option  Agreements (the
     "Plan")  consists of 30,532  shares which are being  registered  under this
     Registration  Statement  and for which a  registration  fee is being  paid.
     Additionally,  an  indeterminate  number of additional  shares which may be
     offered  and  issued to  prevent  dilution  resulting  from  stock  splits,
     dividends or similar transactions.

(2)  Under Rule 457(h) of the 1933 Act, the  registration fee may be calculated,
     inter  alia,  based  upon the  price  at which  the  stock  options  may be
     exercised.  An aggregate of 30,532 shares are being registered  hereby,  of
     which 2,053  shares are under  option at an  exercise  price of $23.625 per
     share  ($48,502 in the  aggregate),  10,000  shares are under  option at an
     exercise price of $23.25 ($232,500 in the aggregate), and 18,479 shares are
     under option at an exercise  price of $16.50  ($304,904 in the  aggregate),
     for a total offering of $585,906.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.


<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration  of 30,532
shares of Landmark  Bancshares,  Inc.  (the  "Company" or  "Registrant")  common
stock,  $.10 par value per share (the  "Common  Stock")  issuable to  employees,
officers and directors of the Registrant or its subsidiary as  compensation  for
services  in  accordance  with  the  Landmark  Bancshares,   Inc.  Stock  Option
Agreements (the "Plan"). Documents containing the information required by Part I
of this Registration Statement will be sent or given to participants in the Plan
as specified by Rule 428(b)(1). Such documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act") on  January  4,  1994 and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
September 30, 1999, as filed with the Commission; and

         (b) The  description  of the  Company's  securities as contained in the
Company's  Registration  Statement on Form 8-A, as filed with the  Commission on
January 4, 1994.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.
------

         Not Applicable

Item 5.  Interests of Named Experts and Counsel.
------

         Not Applicable


                                       2
<PAGE>

Item 6.  Indemnification of Directors and Officers.
--------------------------------------------------

         Section  17-6305 of the Kansas General  Corporation  Code  authorizes a
corporation such as the Registrant to indemnify officers,  directors,  employees
and agents under certain circumstances. Section 17-6305 requires indemnification
of directors,  officers,  employees  and agents who have been  successful on the
merits or otherwise in defense of certain actions,  suits,  proceedings  claims,
issues and matters.  Article 10 of the  Registrant's  Articles of  Incorporation
provides for indemnification.

         Section  6002(b)(8) of the Kansas General  Corporation  Code allows for
the limitation of liability of directors. Article 9 of the Registrant's Articles
of Incorporation provides for the limitation of liability of directors.

         The Registrant believes that these provisions assist the Registrant in,
among other  things,  attracting  and retaining  qualified  persons to serve the
Registrant and its subsidiary.  However, a result of such provisions could be to
increase the expenses of the  Registrant and  effectively  reduce the ability of
stockholders  to sue on behalf of the  Registrant  since  certain suits could be
barred or amounts that might  otherwise be obtained on behalf of the  Registrant
could be required to be repaid by the Registrant to an indemnified party.

         Additionally,  the  Company  has in  force  a  Directors  and  Officers
Liability  Policy  underwritten  by CNA  Insurances  Co.  with  a  $5.0  million
aggregate  limit of liability  and an aggregate  deductible  of $50,000 per loss
both for claims directly against officers and directors and for claims where the
Company is required to indemnify directors and officers.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unenforceable.


Item 7.  Exemption from Registration Claimed.
------

         Not Applicable

Item 8.  Exhibits.
------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of 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 1933 Act;

                                       3
<PAGE>


                  (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;

                  (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  (a)(1)(i) and (a)(1)(ii) do no apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the 1933 Act,  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 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) 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) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

         (d) Insofar as indemnification  for liabilities  arising under the 1933
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 1933 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  expressed  in the 1933 Act and will be  governed by the
final adjudication of such issue.


                                       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 Dodge City in the State of Kansas, as of January 28,
2000.

                                   Landmark Bancshares, Inc.


                                   By:     /s/ Larry Schugart
                                           -------------------------------------
                                           Larry Schugart
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)


                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Landmark Bancshares, Inc.
do hereby severally constitute and appoint Larry Schugart as our true and lawful
attorney  and  agent,  to do any and all  things  and  acts in our  names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the capacities  indicated  below which said Larry Schugart may deem
necessary or advisable to enable  Landmark  Bancshares,  Inc. to comply with the
Securities Act of 1933, as amended, and any rules,  regulations and requirements
of the Securities and Exchange  Commission,  in connection with the Registration
Statement on Form S-8 relating to the offering of the  Company's  Common  Stock,
including specifically, but not limited to, power and authority to sign, for any
of us in our names in the capacities indicated below, the Registration Statement
and any and all amendments (including post-effective amendments) thereto; and we
hereby ratify and confirm all that said Larry  Schugart  shall 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 below by the  following  persons in the
capacities indicated as of the date indicated.

/s/ Larry Schugart                                  /s/ David H. Snapp
------------------------------------------------    ----------------------------
Larry Schugart                                      David H. Snapp
President, Chief Executive Officer, and Director    Director
(Principal Executive Officer and
Principal Financial and Accounting Officer)

Date:  January 28, 2000                             Date:  January 28, 2000


/s/ Richard A. Ball                                 /s/ Jim W. Lewis
------------------------------------------------    ----------------------------
Richard A. Ball                                     Jim W. Lewis
Director                                            Director

Date:  January 28, 2000                             Date:  January 28, 2000


/s/ C. Duane Ross
------------------------------------------------
C. Duane Ross
Chairman of the Board

Date:  January 28, 2000


<PAGE>



                                INDEX TO EXHIBITS



   Exhibit                 Description
   -------                 -----------

     4.1       Landmark Bancshares, Inc.
               Form of Stock Option Agreement

     4.2       Form of Stock Award Tax Notice

     5.1       Opinion of Malizia  Spidi & Fisch,  PC as to the  validity of the
               Common Stock being registered

    23.1       Consent of Malizia Spidi & Fisch, PC (appears in their opinion
               filed as Exhibit 5.1)

    23.2       Consent of Regier Carr & Monroe, L.L.P.

     24        Reference is made to the Signatures  section of this Registration
               Statement for the Power of Attorney contained therein
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18180}]
{"company-data": {"conformed-name": "LANDMARK BANCSHARES INC", "cik": "0000915800", "assigned-sic": "6035", "irs-number": "481142260", "state-of-incorporation": "KS", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-95571", "film-number": "515346"}, "business-address": {"street1": "CENTRAL & SPRUCE STS", "city": "DODGE CITY", "state": "KS", "zip": "67801", "phone": "3162278111"}, "mail-address": {"street2": "CENTRAL & SPRUCE STREETS", "city": "DODGE CITY", "state": "KS", "zip": "67801"}}
As filed with the Securities and Exchange Commission on January 28, 2000.
                                                   Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         ------------------------------

                            Landmark Bancshares, Inc.
                         ------------------------------
             (Exact name of Registrant as specified in its charter)

     Kansas                                         48-1142260
-------------------------------                  -------------------
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                   Identification No.)

                            Central & Spruce Streets
                            Dodge City, Kansas 67801
                         ------------------------------
                    (Address of principal executive offices)

                Landmark Bancshares, Inc. Stock Option Agreements
                -------------------------------------------------
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
                         ------------------------------
            (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
======================== =================== ====================== ======================= ========================
Title of                                       Proposed Maximum        Proposed Maximum             Amount of
Securities to               Amount to be           Offering           Aggregate Offering          Registration
be Registered              Registered (1)       Price Per Share          Price (2)                   Fee (2)
-------------              --------------       ---------------      ------  ---------
Common Stock
$0.10 par value
per share                  30,532 shares              (2)                  $585,906                 $154.68
======================== =================== ====================== ======================= ========================
(1)  The maximum  number of shares of common  stock  issuable  upon awards to be
     granted under the Landmark  Bancshares,  Inc. Stock Option  Agreements (the
     "Plan")  consists of 30,532  shares which are being  registered  under this
     Registration  Statement  and for which a  registration  fee is being  paid.
     Additionally,  an  indeterminate  number of additional  shares which may be
     offered  and  issued to  prevent  dilution  resulting  from  stock  splits,
     dividends or similar transactions.

(2)  Under Rule 457(h) of the 1933 Act, the  registration fee may be calculated,
     inter  alia,  based  upon the  price  at which  the  stock  options  may be
     exercised.  An aggregate of 30,532 shares are being registered  hereby,  of
     which 2,053  shares are under  option at an  exercise  price of $23.625 per
     share  ($48,502 in the  aggregate),  10,000  shares are under  option at an
     exercise price of $23.25 ($232,500 in the aggregate), and 18,479 shares are
     under option at an exercise  price of $16.50  ($304,904 in the  aggregate),
     for a total offering of $585,906.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration  of 30,532
shares of Landmark  Bancshares,  Inc.  (the  "Company" or  "Registrant")  common
stock,  $.10 par value per share (the  "Common  Stock")  issuable to  employees,
officers and directors of the Registrant or its subsidiary as  compensation  for
services  in  accordance  with  the  Landmark  Bancshares,   Inc.  Stock  Option
Agreements (the "Plan"). Documents containing the information required by Part I
of this Registration Statement will be sent or given to participants in the Plan
as specified by Rule 428(b)(1). Such documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act") on  January  4,  1994 and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
September 30, 1999, as filed with the Commission; and

         (b) The  description  of the  Company's  securities as contained in the
Company's  Registration  Statement on Form 8-A, as filed with the  Commission on
January 4, 1994.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.
------

         Not Applicable

Item 5.  Interests of Named Experts and Counsel.
------

         Not Applicable

                                       2
Item 6.  Indemnification of Directors and Officers.
--------------------------------------------------

         Section  17-6305 of the Kansas General  Corporation  Code  authorizes a
corporation such as the Registrant to indemnify officers,  directors,  employees
and agents under certain circumstances. Section 17-6305 requires indemnification
of directors,  officers,  employees  and agents who have been  successful on the
merits or otherwise in defense of certain actions,  suits,  proceedings  claims,
issues and matters.  Article 10 of the  Registrant's  Articles of  Incorporation
provides for indemnification.

         Section  6002(b)(8) of the Kansas General  Corporation  Code allows for
the limitation of liability of directors. Article 9 of the Registrant's Articles
of Incorporation provides for the limitation of liability of directors.

         The Registrant believes that these provisions assist the Registrant in,
among other  things,  attracting  and retaining  qualified  persons to serve the
Registrant and its subsidiary.  However, a result of such provisions could be to
increase the expenses of the  Registrant and  effectively  reduce the ability of
stockholders  to sue on behalf of the  Registrant  since  certain suits could be
barred or amounts that might  otherwise be obtained on behalf of the  Registrant
could be required to be repaid by the Registrant to an indemnified party.

         Additionally,  the  Company  has in  force  a  Directors  and  Officers
Liability  Policy  underwritten  by CNA  Insurances  Co.  with  a  $5.0  million
aggregate  limit of liability  and an aggregate  deductible  of $50,000 per loss
both for claims directly against officers and directors and for claims where the
Company is required to indemnify directors and officers.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unenforceable.

Item 7.  Exemption from Registration Claimed.
------

         Not Applicable

Item 8.  Exhibits.
------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of 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 1933 Act;

                                       3
(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;

                  (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  (a)(1)(i) and (a)(1)(ii) do no apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the 1933 Act,  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 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) 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) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

         (d) Insofar as indemnification  for liabilities  arising under the 1933
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 1933 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  expressed  in the 1933 Act and will be  governed by the
final adjudication of such issue.

                                       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 Dodge City in the State of Kansas, as of January 28,
2000.

                                   Landmark Bancshares, Inc.

                                   By:     /s/ Larry Schugart
                                           -------------------------------------
                                           Larry Schugart
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Landmark Bancshares, Inc.
do hereby severally constitute and appoint Larry Schugart as our true and lawful
attorney  and  agent,  to do any and all  things  and  acts in our  names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the capacities  indicated  below which said Larry Schugart may deem
necessary or advisable to enable  Landmark  Bancshares,  Inc. to comply with the
Securities Act of 1933, as amended, and any rules,  regulations and requirements
of the Securities and Exchange  Commission,  in connection with the Registration
Statement on Form S-8 relating to the offering of the  Company's  Common  Stock,
including specifically, but not limited to, power and authority to sign, for any
of us in our names in the capacities indicated below, the Registration Statement
and any and all amendments (including post-effective amendments) thereto; and we
hereby ratify and confirm all that said Larry  Schugart  shall 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 below by the  following  persons in the
capacities indicated as of the date indicated.

/s/ Larry Schugart                                  /s/ David H. Snapp
------------------------------------------------    ----------------------------
Larry Schugart                                      David H. Snapp
President, Chief Executive Officer, and Director    Director
(Principal Executive Officer and
Principal Financial and Accounting Officer)

Date:  January 28, 2000                             Date:  January 28, 2000

/s/ Richard A. Ball                                 /s/ Jim W. Lewis
------------------------------------------------    ----------------------------
Richard A. Ball                                     Jim W. Lewis
Director                                            Director

Date:  January 28, 2000                             Date:  January 28, 2000

/s/ C. Duane Ross
------------------------------------------------
C. Duane Ross
Chairman of the Board

Date:  January 28, 2000
INDEX TO EXHIBITS

   Exhibit                 Description
   -------                 -----------

     4.1       Landmark Bancshares, Inc.
               Form of Stock Option Agreement

     4.2       Form of Stock Award Tax Notice

     5.1       Opinion of Malizia  Spidi & Fisch,  PC as to the  validity of the
               Common Stock being registered

    23.1       Consent of Malizia Spidi & Fisch, PC (appears in their opinion
               filed as Exhibit 5.1)

    23.2       Consent of Regier Carr & Monroe, L.L.P.

     24        Reference is made to the Signatures  section of this Registration
               Statement for the Power of Attorney contained therein